Terms and conditions of use

Art. 1 - Definitions and Terms

Entities and Contracting Parties

Provider - SC BRAND DISTRIBUTION TRADE SRL, commercially identified under the name Putaway, the provider of the Services covered by this Contract.

Beneficiary - The contractual partner of Putaway, which uses the Services directly or through authorized persons (employees, collaborators, or authorized third parties).

User - Any natural person who accesses the Services in an authorized manner through a dedicated account, acting in the name and on behalf of the Beneficiary.

Party / Parties - Any of the signatories to the Contract (the Beneficiary or Putaway), individually or collectively.

Documentation and Agreements

Contract - The agreement concluded between the Parties (exclusively in Romanian or English) governing the provision and use of the Services.

Terms and Conditions of Use - The set of rules applicable to the use of the Services, available on the Putaway website and periodically updated in accordance with the contractual clauses.

Offer Acceptance - The stage in which the Beneficiary completes the creation of an account in the platform and places an order for subscriptions (monthly/yearly) or credits, in accordance with the offers displayed on the website.

Order Form - The electronic document through which the Beneficiary requests the Services and Putaway agrees to provide them, with the following effects: for free/trial services, the order becomes valid upon receipt; for paid services, it produces legal effects only after confirmation of the specifications/price and full receipt of the advance payment.

Order Annex / Annexes - Additional documents detailing the order specifications and forming an integral part of the Contract.

Technical Components and Services

Putaway Platform - The IT system administered by the Provider, comprising all software functionalities accessible to the Beneficiary.

Services - The full set of supplied activities (software subscriptions, standard functionalities, configurations, custom development, etc.).

Hosting - The service of making space available on the Provider's servers for the secure storage of the Beneficiary's data.

Custom Software Development Services - Separate services carried out based on the Beneficiary's technical specifications. These are paid services and are implemented after acceptance of the solution and payment of the corresponding fee.

Support - Technical assistance provided by email ([email protected]), phone, or through the ticketing system.

Service Level Agreement (SLA) - The service availability indicators for the essential Services, detailed in an annex to the Contract called the Service Level Agreement (SLA).

Operations and Maintenance

Normal Use - Use of the Services in accordance with their intended purpose, the selected pricing plan, and the applicable legal/contractual provisions.

Outage / Malfunction - A technical issue that limits or blocks the normal operation of the Services.

Scheduled Interruption - Maintenance or upgrade periods required for system optimization, which may cause temporary unavailability.

Notification - Written Notice - Written notice (email/electronic) regarding maintenance. The Provider will use reasonable efforts to notify the Beneficiary at least one business day in advance.

Financial Aspects and Plans

Pricing Plan - The cost structure and the related functionality package (details available at putaway.ro/plans). It may be modified by the Provider without prior notice, with the new rates being displayed on the platform for the Beneficiary's selection.

Usage Limits - The maximum usage thresholds included in each plan, such as the number of warehouses, users, SKUs, locations, zones, shelves, levels, and other resources defined in the platform. Reaching these limits requires, where applicable, the purchase of a higher plan or additional options.

Upgrade - Moving to a higher package/plan/service.

Downgrade - Moving to a lower package/plan/service.

Setup Fee - The cost communicated in advance for the services related to initial system setup and customization.

Credits - Consumption units included in the active plan, used for operations such as recording or importing an order, recording a supplier order, generating a Goods Receipt Note, or carrying out a stock adjustment. The Credits included in the plan are valid for the duration of the billing cycle and expire together with it.

Add-on Credits - Consumption units purchased separately or granted by Putaway as compensation, used for the same types of operations as Credits. Add-on Credits are consumed only after the Credits included in the plan have been exhausted and may be used exclusively while an active plan exists. Add-on Credits do not expire, but they cannot be converted into cash, refunds, discounts, coupons, credit notes, subscription extensions, or custom development services.

Inactivity– the absence of any login to the application by any of the Customer’s users for a continuous period of at least 12 months.

Art. 2 - Subject Matter of the Contract

2.1 The subject matter of this Contract consists in the provision by Putaway of the following services for the benefit of the Client:

Warehouse Management System (WMS): Making the platform available in accordance with the selected pricing plan. The technical specifications are those available on the date of the order on the official website (putaway.ro/plans and app.putaway.eu/register).

Hosting: Storage and administration of the warehouse management system on servers administered by Putaway.

Custom Software Development: Provision of paid services for the development of customized functionalities requested by the Beneficiary beyond the platform's standard options.

2.2 Succession of Contracts:

This document fully replaces any prior agreement or contract concluded between the Parties for similar services. This replacement does not extinguish or cancel:

1. Due or outstanding payment obligations related to prior services.
2. Penalties accrued for non-payment.
3. The right of Putaway to recover any amount owed.
4. Other contracts in force between the Parties that have a different object or different services from those provided in this Contract.

Art. 3 - Duration of the Contract

3.1 Entry into Force:

The Contract produces legal effects as follows:

For Free Services: From the moment Putaway receives the acceptance of the offer.

For Paid Services: From the moment the acceptance of the offer is received, subject to the actual payment of the price related to the selected plan.

3.2 Duration:

The Contract is concluded for an indefinite period, and it may cease only under the conditions provided in Art. 21.

3.3 Renewal of the Services:

The Beneficiary is required to place a new order before the current period expires or to activate the automatic renewal option. In the absence of a valid order or renewal, a usage restriction will apply to all platform functionalities, except for the billing section.

3.4 Pricing Plan Changes (Upgrade/Downgrade):

Upgrade: If the Beneficiary reaches the upper limits of the current plan, it may manually switch to a higher plan. In such case, the Beneficiary benefits from the new limits free of charge for the remainder of the current month (except for additional credits, which are not included in this free benefit).

Downgrade: Switching to a lower plan may be manually scheduled for the end of the active period. The operation becomes effective upon the expiration of the current plan, subject to the cumulative fulfillment of the following conditions:

1. The Beneficiary must not exceed the usage limits of the lower plan to which it wishes to switch;
2. The automatic renewal service must be active;
3. A valid bank card must be saved in the Beneficiary account.

Art. 4 - Place of Performance of the Activities

4.1 Standard Place of Performance

The activities stipulated in this Contract are generally carried out at the headquarters or working points of Putaway.

4.2 Implementation at the Beneficiary's Place of Business

At the express request of the Beneficiary, the implementation services may be performed directly at its headquarters or work locations, by going through the following stages:

1. Quotation: At the Beneficiary's request, Putaway will prepare and send a dedicated commercial offer for on-site implementation services.
2. Acceptance: The Beneficiary may accept or reject the Provider's offer.
3. Scheduling: The actual implementation date will be established by mutual agreement between the Parties after confirmation that the related payment has been received.
4. Payment: If the offer is accepted, the Beneficiary is obliged to fully pay the invoice issued by the Provider.

Art. 5 - Contract Value

5.1 Prices

The prices applicable to the Services are exclusively those specified in the validated order form used by the Beneficiary when placing the order.

5.2 Billing Currency

1. For Beneficiaries from Romania: Billing shall be made exclusively in RON (Romanian Leu). Conversion from EUR to RON is made using the exchange rate of the National Bank of Romania (NBR) valid on the billing date.
2. For all other Beneficiaries (EU and non-EU): Billing and payment shall be made in EUR.

5.3 Tax Identification Requirement

Access to Putaway Services is reserved exclusively for legal entities. Completion of the account creation process and placement of orders are technically conditioned upon providing a valid tax identification code (CUI for Romania, or VAT/tax ID for foreign entities).

Applicable VAT Regime:

1. For Beneficiaries from Romania (VAT payers or non-payers): The standard VAT rate applicable on the date of the order/invoice shall apply, calculated on the RON value of the invoice.
2. For Beneficiaries from the European Union (except Romania): They are required to provide a valid VAT code in the VIES system in order to benefit from the reverse charge regime.
3. For non-EU Beneficiaries: The Services are VAT exempt, according to the applicable tax regulations and international agreements in force.

Art. 6 - Deadlines, Payment Methods, and Other Costs

6.1 Payment and Invoicing of the Services

The value of the services or credits is paid in advance when the order is placed, and the Services become active immediately after receipt of the payment is confirmed. Putaway will issue and send the related tax invoice to the Beneficiary within a maximum of 14 (fourteen) days from receipt of the payment.

The invoice will contain all order details according to the options selected when placing it.

6.2 Access Suspension

If the Beneficiary does not renew the subscription by the due date, Putaway will automatically suspend access to the contracted Services.

6.3 Payment Methods

Orders shall be paid strictly online through the payment processor integrated into the Putaway platform.

6.4 Automatic Renewal and Direct Charging

By entering bank card details for payment of the Services, the Beneficiary may choose to activate automatic renewal and direct charging of subsequent invoices.

1. Beneficiary Control: The Beneficiary has the right and technical ability to disable the direct charging service at any time through the settings available in the platform.
2. Payment Security and Tokenization: In order to ensure full security, Putaway does not store bank card data on its own servers. The processing and storage of such data are carried out exclusively by the agreed payment processor.
3. Use of the Token: The system uses a secure unique identifier (token) generated by the payment processor. This token allows the secure reuse of the card for future payments or automatic renewals without re-entering the data, and may be used strictly for transactions carried out within the Putaway platform.

6.5 Exceptional Costs (Handling of External Complaints)

If Putaway receives complaints, reports, or requests from public authorities or private entities regarding the Beneficiary's activity within the platform and such matters require technical, legal, or financial intervention by the Provider, the following shall apply:

1. Charging of Actions Taken: Putaway shall issue an invoice to the Beneficiary to cover the services performed for resolving such situations.
2. Payment Term: The Beneficiary has the firm obligation to pay the invoice within 14 days from the date it is communicated.
3. Calculation Method: The value of the services shall be determined strictly according to working time, allocated resources, and any other additional costs incurred by Putaway.
4. Scope: Such situations include, without limitation, official requests from state authorities or reports concerning the Beneficiary's breach of applicable law.

Art. 7 - Putaway Obligations and Rights

7.1 General Performance Commitments

Putaway undertakes to ensure the following:

1. Access and Functionality: Granting the Beneficiary access to the options required for system administration according to the selected pricing plan or subscription.
2. Service Continuity (SLA): Using all reasonable efforts to provide the Service at the minimum agreed level. Scheduled interruptions and malfunctions caused by external factors (internet providers, electricity, etc.) are excluded.
3. Anti-Fraud Security: Implementing reasonable and customary technical measures to protect against fraud attempts (an obligation of means, not an absolute guarantee).
4. Confidentiality: Ensuring the confidentiality of access passwords and remedying system technical incidents affecting availability.
5. Contractual Transparency: Storing and making this Contract available directly in the Beneficiary's user account.
6. Data Update: Providing the possibility to modify the Beneficiary's identification data before the purchase of any plan.
7. Custom Development: Performing custom software development services after confirmation of full payment.

7.2 Service Level Guarantee and Compensation

If the obligations regarding system availability are not met:

1. Beneficiary Rights: The Beneficiary may request either an extension of the contractual duration by the number of days of unavailability or a pro-rata refund of the subscription for the relevant period.
2. Exclusions from Compensation: The Beneficiary may not request compensation if the malfunction is caused by:

1. Operational errors, negligence, or mistakes of the Beneficiary, its employees, or its customers;
2. The Beneficiary's failure to comply with the Terms and Conditions;
3. Unauthorized interventions on the service or its components;
4. Scheduled maintenance interruptions.

7.2 Service Level Guarantee and SLA Compensation

If the obligations regarding the availability of the Essential Services are not met, the Beneficiary may request compensation exclusively under the conditions, limits, procedure, and exclusions provided in the Service Level Agreement (SLA), which forms an integral part of this Contract.

Unless Putaway expressly decides otherwise, SLA compensation is granted only in the form of add-on credits, calculated according to the compensation grid provided in the SLA.

SLA compensation cannot be converted into cash, refund, discount, coupon, credit note, subscription extension, custom development services, or any other financial benefit.

The Beneficiary may not request SLA compensation if the unavailability, malfunction, delay, or performance issue falls under any exclusion provided in this Contract or in the SLA.

7.4 Liability and Warranty Limitations

1. Use at Own Risk: The Beneficiary uses the Services and facilitates public access to information exclusively at its own risk. The Services are provided "as is".
2. No Warranties to Third Parties: Putaway provides no warranties to the Beneficiary's customers. In the event of claims from third parties, the Beneficiary assumes the entire warranty obligation (including legal costs).
3. Right of Recourse: Putaway has a full right of recourse against the Beneficiary for any damage or claim arising from a third party in connection with the Beneficiary's activity.

7.5 Intellectual Property and Content

1. Ownership of Data: Putaway does not hold intellectual property rights over the content entered by the Beneficiary. It remains the exclusive property of the Beneficiary.
2. Liability for Content: The Beneficiary is solely responsible for the legality of the materials used. Any claim by third parties or authorities triggers Putaway's right of recourse against the Beneficiary.

7.6 Malfunction Remediation and Technical Support

1. Reporting: Any complaint must be sent to [email protected] or through the ticketing system. Filing a complaint does not suspend the obligation to pay the subscription.
2. Intervention Term: Technical malfunctions within the Provider's own network shall be remedied within a maximum of 2 business days from registration.
3. Definition of Remediation: A matter is considered resolved once continuity of the service is ensured, even through partial or temporary solutions.

7.7 Custom Software Development Services

1. Completion of Obligations: The obligations shall be deemed fulfilled upon implementation of the requirements in the agreed form and within the agreed term.
2. Beneficiary Responsibility: If implementation is delayed due to missing information/documents requested from the Beneficiary, Putaway may shift the delivery deadlines and charge additional costs for the extra effort involved.

7.8 Post-Contractual Matters and Data Handling

1. After Contract Termination: Putaway has the right to deactivate or permanently delete all content entered by the Beneficiary.
2. Upon Plan Expiry: If the newly selected plan has lower limits, Putaway may limit the activation of the lower plan if those limits are exceeded, but may make available to the Beneficiary, upon request, a temporary activation of up to 1 day in order to allow the Beneficiary to update/delete data and comply with the new plan.
3. Support Limits: Assistance includes answers to general usage questions. It does not include the execution of tasks or configurations by the Putaway team.

7.9 Response and Resolution Times

1. Response Time: The period until a request is taken over for analysis.
2. Resolution Time: Varies depending on the severity and complexity of the incident, according to the service plan used. Putaway uses all efforts to act as promptly as possible.

Art. 8 - Beneficiary Obligations

8.1 Compliant Use and Account Security

The Beneficiary undertakes:

To comply with the platform Terms and Conditions, applicable law, industry practices, and to use the Service honestly and exclusively for lawful commerce, without affecting the interests and rights of third parties.

To keep the username, passwords, and other confidential information strictly secure. In case of suspicion that authentication data has been compromised, the Beneficiary must immediately request their change at [email protected] or through the ticketing application.

To be fully liable for any prejudice, costs, or damages caused by Users accessing the Services from the Beneficiary's account in bad faith.

Network Integrity: Not to undertake or allow any action that may endanger the security of the Putaway network and systems or those of any third party.

8.2 Accuracy of Identification Data

To provide and ensure the authenticity of current, real, and valid information about the company/PFA (name, CUI/CIF, Trade Register number, full address, phone, valid email) and about the representative administering the account.

To immediately update the information in the platform whenever changes occur.

If incorrect or false data is supplied, or in case of suspicions regarding their authenticity, Putaway reserves the right to suspend access to the Services without prior notice until the situation is remedied.

8.3 Major Prohibitions Regarding Content and Activity

It is strictly forbidden to use the Putaway system for hosting, communicating, directing, or facilitating any of the following:

1. Infringement of copyright, intellectual property rights, or any other right/interest of a third party.
2. Materials that harm human dignity, are defamatory, threatening, harassing, violent, or incite hatred, discrimination (race, religion, ethnicity, gender, age, sexual orientation), or xenophobia.
3. Promotion of unlawful activities such as phishing, spoofing, hacking, sniffing, proxy, warez, or unauthorized gambling.
4. Using the identity of another real person.
5. Using personal information for unlawful purposes.
6. Sending unsolicited commercial messages promoting any website, service, or product.
7. Any other content considered by Putaway to be harmful or any commercial activities classified as unlawful by applicable law.

8.4 Legal Liability, Indemnification, and Right of Recourse

The Beneficiary assumes full and exclusive liability for all activities carried out through the Services and for all content published/uploaded into the account, regardless of the consequences. Putaway is exempt from any liability regarding such content or the Beneficiary's actions.

The Beneficiary is obliged to fully indemnify any third party harmed by the prohibited acts set out in Art. 8.3 (including spam or illegal content).

For any damages, claims, or demands requested by third parties (including state authorities) as a result of the Beneficiary's activity, liability belongs entirely to the Beneficiary (company, sole trader, or natural person). Putaway has a full right of recourse against the Beneficiary for the recovery of any damage or expense suffered for these reasons.

Failure to comply with the above obligations automatically leads to suspension of access to the Services, without any prior notice.

8.5 Permits, Approvals, and Licenses

The Beneficiary declares and warrants that it holds and will maintain valid all permits, authorizations, licenses, and legal approvals necessary to carry out its commercial activity through the Contract. The Beneficiary is solely liable before the competent authorities for obtaining them and for all legal consequences arising from operating without the legally required documentation.

8.6 Prohibition of Replication and Reverse Engineering

The Beneficiary is strictly forbidden from attempting to access the platform source code, decompile, disassemble, or carry out reverse engineering operations on the Putaway software. It is also forbidden to use the Services for the purpose of building a competing product or service or copying any ideas, characteristics, functions, or graphic elements of the platform.

8.7 Minimum Technical Requirements

The Beneficiary is solely responsible for ensuring the hardware infrastructure (computers, tablets, barcode scanners) and internet connection necessary to access the platform. The Beneficiary accepts that the performance of the Services directly depends on the quality of its internet connection, on the use of web browsers updated to the latest stable version (e.g. Google Chrome, Mozilla Firefox, Microsoft Edge), and on the performance of the devices on which such browsers or the PWA application run.

Art. 9 - Refund of Payments Made

9.1 Service Restriction for Contractual Breaches

In any situation where access is restricted as a result of the Beneficiary's breach of contractual obligations (especially those mentioned in Art. 7.4 and Art. 8.3, without being limited to them), the Beneficiary is not entitled to request compensation or the refund of payments made, regardless of the operational consequences of the suspension of the Services.

9.2 "Money-Back" Guarantee (First Payment)

Putaway offers, only once throughout the entire contractual relationship, the guarantee of refunding the value of the first payment received, regardless of the selected plan, subject to the following conditions being met:

1. The request must be made within a maximum of 15 days from receipt of the payment;
2. The refund shall be made exclusively under this Contract agreed between the Parties.

9.3 Refund Exceptions

Except for the situation provided under Art. 9.2, the Beneficiary has no right to request a refund of payments for any other type of Services, including, but not limited to:

1. Recurring subscriptions (after the first payment);
2. Setup fees;
3. Custom software development services;
4. Add-on Credits purchased within the platform or granted by Putaway as compensation.

Art. 10 - Amendment of the Terms and Conditions

10.1 Right to Amend and Notification

The Terms and Conditions of Use, Privacy Policy, Data Processing Agreement - DPA, and Service Level Agreement (SLA) form an integral part of the Contract. Putaway reserves the right to amend this content at any time, with the obligation to notify the Beneficiary 30 days before entry into force, through alerts in the platform interface or through other means of communication.

10.2 Entry into Force of Amendments

Any amendments to this Contract, the Terms and Conditions of Use, the Privacy Policy and/or the Service Level Agreement (SLA) shall be displayed within the platform and shall become applicable to the Beneficiary only after their express electronic acceptance, upon the next event producing legal or financial effects, such as subscription renewal, service activation/reactivation, pricing plan change, or the purchase of credits or additional services.

Until such express acceptance is provided, the versions of the documents previously accepted by the Beneficiary shall remain applicable to the services already paid for.

If the Beneficiary has automatic renewal enabled and does not accept the new versions before the renewal date, the automatic renewal shall not be processed, and the Beneficiary shall be informed accordingly.

10.3 Amendments with Immediate Effect

Putaway may apply amendments without prior notice in the following critical situations:

1. Legal obligations/regulations requiring immediate implementation;
2. Combatting unforeseen threats (fraud, malware, spam, security breaches);
3. Changes with insignificant impact on the rights and obligations of the Parties.

10.4 Updates and Permanent Access

The Beneficiary shall have permanent access to the updated text of the Terms and Conditions. Any new functionality, tool, or restriction developed later is also subject to this Contract.

10.5 Agreement by Use

Browsing, account registration, and use of the Services constitute a direct, full, and unconditional agreement to comply with this Contract and the related Terms and Conditions.

Art. 11 - Access to Putaway Services

11.1 Conditions and Prohibitions of Use

1. Permission to use the platform is conditioned upon strict compliance with the following rules:
2. Intellectual Property: It is forbidden to copy (in whole or in part) or distribute any section of the Putaway platform, regardless of purpose or storage medium.
3. Technical Integrity: Unauthorized interventions that may cause malfunctions (even temporary ones) or alteration of the platform software components are prohibited.
4. Conduct and Ethics: Actions negatively affecting other Users (intimidation, harassment, verbal/visual aggression) or unauthorized access to their accounts are prohibited.
5. Security: Any action aimed at bypassing security elements, restricting content copying, or forcing the site's usage limits is prohibited.

11.2 Account Administration and Responsibility for Users

Access and use of the Services are carried out through a main Beneficiary account.

User Group: The Beneficiary is entitled to add and authorize additional users (employees, collaborators, or operational staff) to act on its behalf within the platform.

Joint Responsibility: The Beneficiary declares that it assumes full, exclusive, and unconditional responsibility for all actions, errors, omissions, or damages caused by any user created under its account.

Attribution: Any breach of this Contract by a user added by the Beneficiary shall be legally considered a direct breach committed by the Beneficiary. The Beneficiary is solely liable to Putaway for the manner in which its staff uses the system.

Staff Training: It is the exclusive obligation of the Beneficiary to ensure that all authorized users know and comply with this Contract and the digital security rules.

11.3 Sanctions

Breaches of this article, whether committed directly by the Beneficiary or by its authorized users, may result in suspension of access to the Services, with or without prior notice, depending on the seriousness of the act.

Art. 12 - Data Export

12.1 Access to Predefined Exports

Depending on the selected pricing plan, the Beneficiary has access to the native functionalities of the platform for exporting certain data in the standard formats available in its account.

Format Limitation: Putaway does not guarantee the possibility of exporting data in formats other than those predefined in the platform.

External Compatibility: Putaway assumes no obligation or liability regarding the manner in which the exported data is processed, recognized, or uploaded into other third-party IT systems.

12.2 Custom Export Services

At the express request of the Beneficiary, Putaway may analyze the technical feasibility of exporting other types of data or using formats different from the standard ones.

If the request is technically feasible, the analysis and execution services shall be provided for a fee, based on a separate offer.

Art. 13 - Account Cancellation and Deletion

13.1 Deletion by the Customer and Voluntary Reactivation

The Customer has the right to delete its account at any time.

Voluntary deletion: The legal representative or an authorized person (i.e., a user who has permission to delete the company, according to the “Delete Company” permission) may manually delete the account. In such case, the account will be marked with the status “pending delete”, as follows:

1. deletion will occur within 24 hours from the confirmation of the deletion process, if the subscription is expired;
2. deletion will occur within 24 hours from the expiration of the active subscription, if the voluntary request was made while the service was still active.

Cancellation of deletion: The deletion may be canceled by logging into the account by any user who has company deletion rights, no later than the date indicated at the time of the manual deletion request, by pressing the “Cancel Deletion” button.

Permanent deletion: All information associated with the account will be automatically and permanently deleted if the Customer does not reactivate the account within the period notified by the application for deletion. Additionally, all unused add-on credits will be forfeited and will not be refunded by the Provider.

13.2 Deletion for Security or Illegal Activity Reasons

Putaway reserves the right to suspend or permanently delete, at any time and without prior notice, any accounts for which there are reasonable suspicions regarding:

1. engagement in fraudulent or unlawful activities;
2. spam, phishing, or similar activities;
3. account creation through automated means (such as bots).

13.3 Inactivity

If the Customer has an active or expired subscription, Putaway may delete the account due to inactivity for a period of at least 12 months.

The Customer will receive notifications regarding the scheduled deletion in three stages:

1. initial notification 30 days prior to deletion (the moment when deletion due to inactivity is scheduled);
2. reminder notification 7 days prior to deletion;
3. final notification 1 day prior to account deletion.

During this period, the Customer may cancel the deletion by logging into the account using a user who has company deletion rights, no later than the date indicated in the inactivity deletion notice, by pressing the “Cancel Deletion” button.

Art. 14 – Disclaimer of Warranties

14.1 Subjective Expectations

Putaway does not guarantee that the functionalities of the Services will meet all specific requirements or subjective expectations of the Customer beyond the technical specifications and features available at the time of use.

14.2 Limitation of Implied Warranties

To the maximum extent permitted by law, the Services are provided without any warranties, express or implied, including, but not limited to, warranties of merchantability, compatibility, or fitness for a particular purpose.

Putaway provides the platform on an “as is” and “as available” basis, without guaranteeing that:

1. the Services will operate without interruptions or errors;
2. defects will be corrected within a specific timeframe;
3. the Services will be completely free of errors, vulnerabilities, or non-conformities.

Art. 15 - Confidentiality of Information (NDA Clause)

15.1 General Confidentiality Obligation

Each Party undertakes to ensure the strict confidentiality of all information and documentation obtained as a result of or in connection with this Contract. This includes, but is not limited to, the terms and conditions of this Contract, trade or professional secrets, business plans, technological processes, know-how, and working methods.

Disclosure of such information is permitted exclusively to own personnel or authorized entities strictly for the purpose of executing this Contract, or upon request of the competent authorities according to the law.

15.2 Restrictions on Use and Disclosure

Each of the Parties consents and warrants the following:

1. It shall use confidential information exclusively for fulfilling its obligations or exercising its rights arising from this Contract.
2. It shall not copy or disclose any confidential information to any third party without the prior written consent of the authorized representative of the other Party.
3. Exception: Disclosure is permitted to affiliated companies or consultants assisting in relation to the Contract, provided that they also undertake equivalent confidentiality obligations.

15.3 Exceptions to the Confidentiality Regime

The provisions of this article do not apply to information for which the receiving party can prove that:

1. It was already known at the time of disclosure, without a prior confidentiality obligation;
2. It was lawfully and in good faith obtained from an independent third party that was not subject to any confidentiality restriction;
3. It was already public at the time of disclosure (by means other than negligence or breach of the Contract by the receiving party);
4. It was independently developed or acquired by the receiving party without access to the other Party's confidential information;
5. It was mandatorily required by law, court orders, or governmental/regulatory authorities;
6. There was prior written consent from the disclosing Party to make it public.

15.4 Survival Period of Confidentiality

The confidentiality obligations provided in this article shall continue to produce legal effects and remain valid for a period of 5 years from the date of termination of this Contract, regardless of the cause or reason for its termination.

Art. 16 - Limitation of Liability

16.1 "As Is" Supply Principle

The Parties agree that the platform, information, and Services governed by this Contract are provided "as is", without any additional implied or explicit warranty of any kind.

16.2 Exclusion of Indirect Damages

Subject to the exceptions provided in Art. 16.3, neither Party shall be liable, under any form and under any circumstances, for indirect or consequential damages, regardless of whether they could reasonably have been foreseen on the signing date of the Contract. These include, but are not limited to:

1. Loss of revenue, profits, earnings, or transactions;
2. Loss of goodwill, business, or reputational harm;
3. Loss of data or inability to use property;
4. Costs of replacing equipment/services or costs generated by downtime.

16.3 Full Liability of the Beneficiary

No provision of this article shall exclude or limit the Beneficiary's liability (which remains full) in the following situations:

1. Failure to pay for the Services in accordance with the contractual terms;
2. Degradation or technical impairment, in any form, of the Putaway system;
3. Abusive use of the Services (e.g. spam, scam, use of bots, etc.) causing prejudice to third parties or to the Provider;
4. Breach of confidentiality obligations or express warranties indicated in the Contract;
5. Failure to comply with the obligations regarding proper and lawful use of the Services;
6. Refusal to cover the expenses incurred by Putaway due to third-party claims resulting from the improper use of the platform by the Beneficiary.

16.4 Indemnification and Right of Recourse

The Beneficiary shall indemnify and hold Putaway harmless from any liability for losses, costs, damages, penalties, taxes (including legal fees/court costs), legal actions, or claims brought by a third party resulting from the Beneficiary's use of the Services or from any action/omission (intentional or negligent) of the Beneficiary.

The Beneficiary shall provide Putaway with the necessary assistance and full authority (at the Beneficiary's sole expense) for the resolution of such claims.

Putaway has a full right of recourse against the Beneficiary for the recovery of any prejudice thus suffered.

16.5 Exemption for Data and Operational Losses

1. Data Responsibility: Putaway is not liable for losses, deletions, or corruption of data resulting from the direct/indirect actions of the Beneficiary and its Users, or from storage errors at upload time.
2. Data Recovery: Upon express request, Putaway may technically analyze the recovery of lost data. This does not constitute a guarantee of success or of the integrity of the recovered data and, if technically possible, shall be performed for a fee.
3. Security and Identity: The Provider is not liable for damages generated by the Beneficiary's failure to provide real product/identity data or by the Beneficiary's failure to secure its access data.
4. System Changes: There is no liability for losses resulting from Service changes, temporary/permanent interruptions, or automatic deletion of inactive accounts.

16.6 Maximum Liability Cap

The cumulative and total financial liability of Putaway for all damages arising out of or in connection with this Contract (regardless of the legal basis or the manner in which they were caused) shall under no circumstances exceed the total value of the subscription paid by the Beneficiary in the last 12 months preceding the event giving rise to the claims (or the amount actually paid if the contractual period is shorter than 12 months).

Art. 17 - Availability and Termination of the Supply of Services

17.1 Right to Interrupt

Putaway reserves the right to interrupt the provision of the Services, permanently or partially, depending on its commercial or operational strategy.

17.2 Procedure for Total Termination

If there is a permanent and total interruption of the Services, Putaway shall notify the Beneficiary in writing 30 days in advance. Putaway undertakes to ensure the operation of the contracted services until the expiration of the pricing plans already paid for by the Beneficiary at the time of the notification.

17.3 Procedure for Partial Termination

In case of permanent termination of certain functionalities or parts of the Services, Putaway shall use reasonable efforts to notify the Beneficiary at least 15 days before the change is applied.

Art. 18 - Assignment and Subcontracting

18.1 General Restrictions

Subject to the exceptions below, neither Party has the right to assign, subcontract, sublicense, or transfer the rights and obligations arising from this Contract to third parties without the prior consent of the other Party.

18.2 Assignment to Affiliated Entities

Either Party may assign or transfer this Contract (through novation or any other legal method) to its affiliated companies, successors, or entities resulting from merger or acquisition processes, by simply informing the other Party.

18.3 Subcontracting

Putaway may subcontract the performance of any of its obligations to a third party without needing the Beneficiary's consent. In this case, Putaway remains liable to the Beneficiary for the proper performance of the services by the designated subcontractor.

Art. 19 - Intellectual Property Rights

19.1 License of Use

Subject to the terms of this Contract, Putaway grants the Beneficiary a non-exclusive and non-transferable license to use the software and materials supplied, strictly to the extent necessary for the operation of the Services for the purpose for which they were created.

19.2 Ownership of Rights

All intellectual property rights (patents, source code, documentation, trademarks) relating to the Putaway platform and any software developed including at the Beneficiary's request (to extend the platform functionalities) belong exclusively to Putaway or its suppliers.

Exception: Customized graphic elements implemented at the Beneficiary's express request for its online store remain the property of the Beneficiary.

19.3 Non-Infringement Warranty

Putaway shall use reasonable efforts to ensure that the supplied software does not infringe the intellectual property rights of third parties. This is an obligation of means and not an absolute warranty of non-infringement.

19.4 Commercial References (Marketing)

The Beneficiary grants Putaway the non-exclusive and free right to use its trade name and logo for marketing purposes, exclusively to identify the Beneficiary as a client of the platform in promotional materials, on the Provider's website, or in portfolio presentations. The Beneficiary may revoke this right at any time by written notice sent to the support address.

Art. 20 – Information Regarding Names and Logo

20.1 Protection of the Name and Logo

The names “Putaway” and “Putaway WMS”, as well as the related logo, belong to SC BRAND DISTRIBUTION TRADE SRL. The use or display of these elements in any form is strictly prohibited without the prior, express, and written consent of the rightful owner.

20.2 Sanctions for Unauthorized Use

Any unauthorized use of these elements by the Beneficiary shall result in the Beneficiary’s obligation to pay full compensation to Putaway for any commercial and reputational damages caused.

Art. 21 - Termination of the Contract

This Contract may terminate under the following conditions:

21.1 Unilateral Termination

Either Party may unilaterally terminate the Contract by sending a prior notice of 30 days, without any other formality and without court intervention. The effects of the termination occur upon expiration of the notice period:

Termination by Putaway: The Beneficiary shall be compensated pro-rata for the difference corresponding to the pricing plan paid for the remaining period from the termination date until the subscription expiration date.

Termination by the Beneficiary: In the event of termination before term at the Beneficiary's initiative, Putaway shall retain in full the amount paid, representing the value of the pricing plan until its expiration date.

21.2 Termination for Non-Performance (7-Day Cure Period)

If either Party fails to perform or improperly performs any contractual obligation, the other Party shall send a written remediation notice. If the issue is not remedied within 7 days from the notice, the Contract shall be terminated by operation of law, without further formalities and without court intervention.

21.3 Immediate Termination (Without Notice)

Putaway may terminate the Contract with immediate effect, without prior notice and without any formality, if the Beneficiary breaches:

The obligations and prohibitions provided in Art. 8.3 (Major Prohibitions: SPAM, unlawful activities, fraud, copyright infringement, etc.);

The provisions regarding account security and use according to Art. 13.

21.4 Insolvency and Bankruptcy

If either Party becomes insolvent, dissolved, liquidated, or bankruptcy proceedings are initiated, the Contract shall be terminated by operation of law by simple notice, with immediate effect.

In the event of termination due to the Beneficiary's fault under this article, the Beneficiary expressly waives any claim for the return (in whole or in part) of the amounts paid to Putaway.

21.5 Account Cancellation and Deletion

The Contract terminates as a result of the Beneficiary's voluntary action to cancel the account and permanently delete the associated data, according to the procedure described in Art. 13.

Art. 22 - Processing of Personal Data (GDPR)

22.1 Capacity of the Parties

In the context of providing the Services, the Beneficiary acts as Data Controller, and Putaway acts as Data Processor.

22.2 GDPR Compliance

Both Parties undertake to comply with the provisions of Regulation (EU) 2016/679 (GDPR). The Beneficiary guarantees that it has the legal right to collect and enter into the platform the personal data of its employees or customers.

22.3 Data Processing Agreement (DPA)

The details regarding the categories of processed data, duration, nature and purpose of the processing, as well as the security measures implemented by Putaway are provided in the annex containing the Privacy Policy and Data Processing Agreement - DPA, which forms an integral part of this Contract.

Art. 23 - Notices and Communications

23.1 Communication Channels

All notices, requests, or other communications made in connection with this Contract shall be sent in writing by one of the following means:

By Email: To the addresses mentioned in the identification data of the Parties or those provided during the account registration process;

By Post or Courier: With acknowledgment of receipt, to the registered office of the Parties;

Through the Platform: By alerts or direct messages displayed in the Beneficiary account interface (for amendments to the Terms and Conditions or maintenance notices).

23.2 Updating Contact Details

Communications shall be sent using the identification data contained in this Contract. If such data changes, the Beneficiary is obliged to immediately update the information directly in its account in the platform. Notices sent to the previous contact details before their update shall be deemed valid.

23.3 Time of Receipt

Notices shall be deemed received as follows:

In the case of communication by email: At the moment of technical confirmation of sending by the sender's server (if no error/non-delivery message was received);

In the case of communication by post/courier: On the date of signature of the acknowledgment of receipt;

In the case of communication through the platform: At the time of the Beneficiary's first authentication into the system after the notice has been posted.

Art. 24 - Special Provisions

24.1 Non-Exclusivity

Signing this Contract does not establish an exclusive commercial relationship between the Parties, and Putaway remains fully free to provide similar services to any third parties.

24.2 Ownership of the Infrastructure

The Beneficiary acknowledges and accepts that it does not acquire any ownership right, title, or right of use over the infrastructure elements, installations, network, or equipment used by Putaway for providing the Services. The only right granted is the right to use the software Service (license), according to the limits described in the Contract.

Art. 25 - Right to Use Anonymized and Aggregated Data

25.1 Right of Use

The Beneficiary grants Putaway the non-exclusive, perpetual, and irrevocable right to use the data resulting from the use of the Services (such as: volume of imported orders, number of packed products, stock levels, number of warehouses, processing times, etc.) for statistical purposes, research, platform improvement, and marketing.

25.2 Guaranteed Anonymization

Putaway guarantees that the use of such data shall be made exclusively in aggregated and anonymized form. The Provider undertakes to remove any identification element (client names, specific addresses, names of the Beneficiary's business partners) so that the resulting data cannot in any way be associated with the Beneficiary's identity.

25.3 Industry Benchmarking

The Provider may publish statistical reports or performance indicators (benchmarks) used in the logistics industry, based on the data collected from the entire user base of the platform, with strict observance of the anonymization condition provided in Art. 25.2.

Art. 26 – Integrations and Third-Party Services

Integrations with third-party applications, platforms, or services are not part of the standard Putaway WMS offering and are provided separately, subject to availability.

Such integrations may be:

1. included free of charge in certain subscription plans; or
2. available for an additional fee, as add-on services or Custom Software Development Services.

Putaway reserves the right to add, modify, suspend, or discontinue any integrations at any time, as well as to change their pricing model (including switching from free to paid and vice versa), without prior notice.

The activation and use of integrations may be subject to:

1. maintaining an active account with the third-party service;
2. acceptance of the third-party provider’s terms and conditions;
3. payment of additional fees, where applicable.

Putaway does not guarantee the uninterrupted operation or ongoing compatibility of third-party integrations and shall not be held liable for any malfunctions resulting from changes, limitations, or interruptions of such third-party services.

Putaway has no obligation to maintain, update, or adapt integrations if they become partially or fully incompatible with third-party services.

Art. 27 - Late Payment Penalties

27.1 Penalties for Non-Payment

Any payment delay exceeding 14 calendar days from the due date (as stated on the invoice or annexes) obliges the Beneficiary to pay late-payment penalties of 0.10% per day of the value of the amount due, until full payment is made.

Art. 28 - Force Majeure

28.1 Exemption from Liability

Force majeure, defined as any event independent of the Parties' will, unforeseeable and insurmountable, occurring after conclusion of the Contract and preventing its performance, exempts from liability the Party invoking it.

28.2 Notification Procedure

The Party invoking force majeure must:

1. Notify the other Party in writing within a maximum of 5 days from the occurrence of the event.
2. Provide proof of the event and an estimate of its effects within a maximum of 15 days from its occurrence.
3. Notify the cessation of the cause within a maximum of 5 days from the end of the event.

28.3 Termination Due to Force Majeure

If the effects of force majeure persist for more than 3 months, either Party may terminate the Contract without owing damages, but with the obligation to honor all due debts up to that date.

Art. 29 - Final Provisions

29.1 Waiver of Rights

Any waiver of a right or remedy provided in the Contract is valid only if made in writing. The fact that a Party does not request the performance of an obligation at a given moment does not mean that it has definitively waived that right.

29.2 Severability

If any provision of this Contract is declared null or unenforceable by a competent authority, the validity of the other clauses shall not be affected. The Parties undertake to negotiate in good faith the replacement of the relevant clause with a valid one that preserves the original economic purpose.

29.3 Representation and Capacity

The persons accepting this Contract declare and warrant that they are fully empowered to represent the Parties and that they have taken all necessary measures to express valid consent.

29.4 Governing Law and Jurisdiction

This Contract is governed by Romanian law. Any dispute that cannot be settled amicably shall be referred to the competent courts of Pitesti, Romania.

29.5 Amendment of the Contract

Putaway may amend this Contract at any time, according to the procedure under Art. 10. The Beneficiary is obliged to periodically consult the updated terms within the platform.

29.6 Entire Agreement

This Contract, together with its annexes, represents the full will of the Parties and replaces any prior verbal or written understanding.

29.7 Express Acceptance (Art. 1.203 Civil Code)

In accordance with Art. 1.203 of the Civil Code, by accepting/signing this Contract, the Beneficiary declares that it has read, understood, and expressly accepts the following categories of clauses (unusual / burdensome clauses):

1. Limitation of liability: Art. 16 (all sections);
2. Right of unilateral termination: Art. 17.1, 21.1 and 21.3;
3. Suspension of the performance of obligations: Art. 7.3, 8.3, 11.3 and 13.2;
4. Forfeiture of rights: Art. 9 (non-refund of payments) and Art. 21.2;
5. Governing law and court jurisdiction: Art. 29.4.