Contract

Terms and conditions

This is not an informational text: together with the accepted offer, the document below forms the contract between you and the Supplier entity that issues the offer or the invoice. It applies exclusively to professional clients.

The Romanian version is the prevailing version. Translations are provided for convenience.

1. The parties and who contracts

The services presented on this site are supplied by one of the group entities (the "Supplier"): Play Solutions SRL, VAT ID RO30536370, Bd. Corneliu Coposu 2-4, Sector 3, Bucharest, Romania; Optim Little Company SRL, company no. 37881155, Romania; aPlay GmbH, UID CHE-321.658.595, and PLAI GmbH, UID CHE-182.942.185, both domiciled at Rigistrasse 13, 6312 Steinhausen, canton of Zug, Switzerland. The entity that actually contracts is the one stated in the offer, the order or the invoice. The Supplier may designate another affiliated group entity for invoicing and delivery, upon notice to the Client, without this changing the content of these terms or affecting the Client’s rights. The "Client" is the legal entity or professional named in the offer, order or invoice.

2. Who this is for (B2B only)

The services are intended exclusively for legal entities and professionals acting for the purposes of their economic activity. We do not contract through this site with consumers within the meaning of consumer protection legislation. The person accepting these terms declares that they are authorised to bind the Client.

3. How the contract is concluded, with no separate signature

The contract is deemed concluded, and these terms become binding, on the first of the following: (a) acceptance in writing or by email of the offer or order; (b) creation of the Client’s account or organisation in the platform; (c) payment, in full or in part, of an invoice issued by the Supplier; (d) the start of actual use of the services. The contractual documents rank as follows: a contract signed on paper or electronically (if one exists), the accepted offer or order, then these terms. Whatever the offer does not regulate is governed by this document.

4. Subject matter of the services

For the duration of the subscription, the Supplier grants the Client a non-exclusive, non-transferable and limited right to use the AgReSy application and the aPlay platform it runs on, as software as a service, together with the configuration, implementation, training and support services agreed in the offer. Services are delivered by configuring the platform around the Client’s processes; custom development, where required, is contracted and priced separately.

5. Subscription, fees and payment

The subscription is set per organisation, not per user, in the amount stated in the offer. Third-party services actually consumed (for example SMS, AI processing, courier or banking services) are passed through at cost, in addition to the subscription. Invoices are payable by the due date stated on the invoice and, absent a stated date, within 15 days of issue. Late payment entitles the Supplier to interest of 0.1% per day on the outstanding amount and, after notice with a 10-business-day cure period, to suspension of access. Fees may be adjusted annually with 30 days’ prior notice; if the Client does not accept the new fee, it may terminate the contract as of the date the new fee takes effect.

6. Term, renewal, termination

The subscription runs for the term stated in the offer and, unless stated otherwise, renews automatically for successive equal periods unless either party gives notice 30 days before expiry. Either party may terminate for material breach if the other party does not cure within 15 days of notice. On termination, the Client receives on request an export of its own data in a structured format, and the Supplier deletes it from active systems within 90 days, except where law requires retention.

7. Availability and support

The Supplier uses commercially reasonable efforts to keep the service available, excluding planned maintenance windows announced in advance and events outside its control. Support is provided through the channel agreed at implementation, on business days, in Romanian or English. Guaranteed service levels (SLA), where required, are set out expressly in the offer; absent such terms, no compensation is due for unavailability.

8. Client data and data protection

Data entered by the Client into the platform remains the Client’s property. As regards personal data processed in the platform, the Client is the controller and the Supplier is the processor, processing it solely on the Client’s instructions, in accordance with Regulation (EU) 2016/679. Hosting takes place in the European Union; the list of sub-processors and the technical measures are provided on request, and replacement of a sub-processor is notified in advance. The Supplier applies data isolation between organisations, role-based access control and change logging. Security incidents are notified without undue delay. On request, the parties sign a separate data processing agreement supplementing these terms.

9. Mutual confidentiality, from the first interaction

Confidentiality applies from the moment of first contact — the demo request, presentation calls, materials, test data and access credentials exchanged — whether or not an offer or a contract follows. Each party keeps the other party’s information confidential, uses it only to evaluate and perform the collaboration, protects it with the same care as its own, and discloses it only to employees, affiliates and subcontractors who need to know it and are bound by equivalent obligations. Term: 3 years from the disclosure of each item of information, and for Client data in the platform, for the term of the contract plus 3 years after it ends. Information is not confidential if it is public, already lawfully held, received from a third party without a duty of confidence, independently developed, or if disclosure is required by law or by an authority — in which case the party under the obligation notifies the other party where it is permitted to do so. On written request, information is returned or deleted, except for copies kept for legal obligations. This clause takes the place of a separate non-disclosure agreement for ordinary discussions; if the Client’s organisation requires its own NDA, we sign it, and the two do not cancel each other out — the more protective provision applies. The Supplier may name the Client and use its logo in its reference list unless the Client objects in writing.

10. Pilot and proof of concept

A pilot may start with no further formalities, on the basis of these terms and an e-mail confirmation that settles only four things: the scope, the duration, whether it is free or charged, and the people involved. During the pilot, the confidentiality above applies in full, the Client remains the owner of the data it enters, and the Supplier uses that data solely for the pilot. A pilot does not automatically turn into a subscription and creates no exclusivity for either party; either party may stop it on written notice. Unless agreed otherwise, a pilot is deemed to end 60 days after it starts. At the end, at the Client’s request, data is exported in a common format and deleted from the pilot environment within 30 days, except technical backup archives, which are overwritten in the normal course. Intellectual property rights remain as described in the intellectual property section, and what has been configured for the Client stays usable if the pilot continues into a subscription.

11. Intellectual property

The aPlay platform, the AgReSy application, the documentation, the names and the logos belong to the Supplier or its affiliates; the Client acquires no rights other than the right of use described above. Configurations built for the Client remain usable by the Client for the duration of the subscription. Improvements to the platform, including those inspired by the Client’s requirements, remain the Supplier’s property. The Client will not decompile the platform, offer it as a service to third parties, or use it to build a competing product.

12. Client obligations

The Client keeps its credentials confidential, manages the roles of its own users correctly, and ensures it has the right to enter the data it uploads and that such data does not infringe third-party rights or the law. The Client is responsible for the accuracy of the data recorded and for decisions taken on the basis of generated reports. The Client will not use the service for unlawful activity, for unsolicited messaging, or in a way that impairs the platform for other users.

13. Tax compliance and reporting

Compliance features (for example e-invoicing, SAF-T) are made available in line with the legal requirements in force at the time of delivery, and the Supplier updates them for legislative changes as part of the subscription. Responsibility for the content of filings, for filing deadlines and for the accuracy of reported data remains with the Client.

14. Limitation of liability

The Supplier’s total liability, on any basis, is limited to the amounts invoiced to and collected from the Client in the 12 months preceding the event. The Supplier is not liable for lost profit, data loss resulting from the Client’s actions, lost commercial opportunities or indirect damages. These limitations do not apply in cases of wilful misconduct, gross negligence or personal injury, or where the applicable law does not permit limitation.

15. Force majeure

Neither party is liable for non-performance caused by force majeure or fortuitous event, including major unavailability of internet infrastructure or cloud providers, notified to the other party without delay. If the situation lasts more than 60 days, either party may terminate the contract without damages.

16. Assignment and reorganisation

The Client may assign the contract only with the Supplier’s written consent. The Supplier may assign or transfer the contract, in whole or in part, to an affiliated group entity or as part of a reorganisation, merger or transfer of business, upon notice to the Client and without changing the commercial terms in force. Continued use of the service after such notice constitutes acceptance.

17. Changes to the terms

The Supplier may amend these terms to reflect service, technical or legal changes. Amendments are published on this page with the update date and notified by email or in the platform at least 30 days before taking effect where they materially affect the Client’s rights. If the Client does not accept an amendment, it may terminate the contract up to the effective date; continued use constitutes acceptance.

18. Governing law and disputes

Where the contracting entity is Romanian, Romanian law applies and the courts of Bucharest have jurisdiction. Where the contracting entity is one of the Swiss companies (aPlay GmbH or PLAI GmbH), Swiss law applies and the courts of the canton of Zug have jurisdiction. The parties first attempt amicable settlement, within 30 days of written notice of the dispute.

19. Notices

Valid notices are given by email to the addresses stated in the offer or in the Client’s account, and through notifications in the platform. The Supplier’s address for notices: hello@agresy.com.

20. Final provisions

The invalidity of one clause does not affect the rest of the contract. Failure to exercise a right immediately is not a waiver of it. These terms, together with the accepted offer, constitute the entire agreement of the parties regarding the services described and supersede any prior discussion on the same subject.

Version 2.0 · last updated: 27 August 2026. The version accepted by each client is recorded at the moment of acceptance; earlier versions are available on request at hello@agresy.com.