Terms and conditions for service engagements

1. Who we are

1.1 SolEcho is a trading name of BIZWAX WEBDEV SRL, a Romanian company registered with the Trade Register under no. J2023002795408, tax code (CUI) 47632445, VAT-registered as RO47632445, with its registered office in Str. George Vâlsan 12, Sector 6, Bucharest, Romania. Contact: hello@solecho.agency.

2. Who these terms are for and how we agree

2.1 We work with businesses only. By signing a proposal you confirm you act for your business or profession, not as a consumer, so consumer protection rules (including OUG 34/2014) do not apply.

2.2 A contract starts when you sign our written proposal. The contract is the signed proposal plus these terms, and together they are the whole agreement between us. If the proposal and these terms differ, the proposal wins.

2.3 We may update these terms. A new version applies to proposals signed after it is published. Your contract keeps the version you accepted unless we both agree otherwise in writing.

2.4 If a court finds any clause invalid, the rest of the contract still applies.

2.5 Notices under the contract are given by email to the addresses in the proposal. Neither party may transfer the contract to someone else without the other's written consent.

3. The services

3.1 Each service, its deliverables, timing and price are set out in your proposal. Our one-off services are the marketing audit, marketing strategy and competitor analysis. Our monthly services are AI visibility, social media, paid ads and the marketing team package.

3.2 For monthly services we agree each month's plan with you in advance. Changes to the scope are agreed in writing, and email is enough.

3.3 Our experts do the work, using AI tools we have built ourselves and services from third parties, such as AI model providers. Our experts remain responsible for what we deliver.

3.4 Nothing goes out in your name without your approval, unless you ask us in writing to publish automatically.

3.5 A deliverable counts as accepted when you approve it, or 10 working days after we send it if you have not raised a specific problem with it by then.

4. What we need from you

4.1 Timely access to the accounts and information the work needs, and timely answers and approvals. Our tools only need read access. The paid ads service needs edit access to your ad accounts so we can manage your campaigns. Delays on your side move our deadlines by the same amount.

4.2 Accurate information about your business, products and claims. You are responsible for making sure your products, offers and the claims you approve are lawful, including in regulated sectors such as health or finance.

4.3 Your ad, analytics and social accounts stay in your name and under your ownership. You can remove our access at any time.

5. Prices, invoices and payment

5.1 Prices are in euro and exclude VAT. We add Romanian VAT (currently 21%) where it applies. For businesses in other EU countries with a valid VAT number, the reverse charge applies and no VAT is added. Invoices to Romanian clients follow Romanian tax rules on currency.

5.2 The marketing audit and competitor analysis are invoiced in full when you sign the proposal. The marketing strategy is invoiced 50% when you sign and 50% when we hand it over. Monthly services are invoiced in advance at the start of each month. The paid ads setup fee is invoiced with the first month.

5.3 Invoices are due within 14 days of the invoice date.

5.4 If a payment is late, statutory penalty interest applies from the day after the due date at the legal rate for business contracts (the National Bank of Romania reference rate plus 8 percentage points, under OG 13/2011 and Legea 72/2013), plus the fixed recovery compensation of the lei equivalent of €40 allowed by Legea 72/2013.

5.5 Your ad budget is not part of our fee. You pay it directly to Google, Meta or the ad platform. Our fee is fixed and is never a share of your ad spend.

5.6 After the minimum term we may change the price of a monthly service with 30 days' written notice. You can end the service before the new price applies.

6. One-off services

6.1 A one-off service ends when we deliver it and take you through it.

6.2 If you cancel after signing the proposal, we invoice the work done up to the cancellation and refund any part of the fee for work not yet started.

6.3 You keep the full report and data from a one-off service, whether or not you continue with us.

7. Monthly services: term, notice and ending

7.1 † Each monthly service has a minimum term of 3 months from its own start date, including a service you add later. After that it continues automatically from month to month until you or we end it.

7.2 You can add a monthly service at any time. You can remove a monthly service, or end the contract, by giving 30 days' notice in writing (email is enough), as long as the end date falls after that service's 3-month minimum.

7.3 † We may end a monthly service with 30 days' written notice, as long as the end date falls after its 3-month minimum.

7.4 † Either party may end the contract with immediate effect by written notice if the other party seriously breaches it and does not fix the breach within 15 days of being asked to.

7.5 † If an invoice is more than 15 days overdue, we may pause the work after telling you in writing, until it is paid. Deadlines move by the length of the pause.

7.6 When a contract ends, we remove our access to your accounts, hand over the reports and deliverables you have paid for, and return or delete your data as set out in section 10.

8. Who owns the work

8.1 Once you have paid for them in full, we assign to you, exclusively and to the extent such rights exist, the economic rights in the deliverables we create specifically for you (such as articles, social posts, ad copy and creatives, reports and strategy documents): the rights to reproduce, distribute, adapt and translate them, and to communicate them to the public, in print, on websites, social media, email, apps, advertising and presentations, worldwide, for the full term of copyright protection. The price of this assignment is included in our fee (Legea 8/1996).

8.2 Until you have paid in full, you may use deliverables we have published or handed over for the purpose agreed in the proposal.

8.3 We confirm that we hold the rights from our staff and freelancers needed to make this assignment.

8.4 Our AI tools, software, templates, methods and know-how stay ours, including anything we improve while working with you. You can use what they produce for you as part of your deliverables.

8.5 Third-party material we use (such as stock images or fonts) stays under its own license, which we tell you about.

8.6 We will only name you as a client, or show your results, with your permission.

9. Results

9.1 We commit to doing the work well, showing you what we did and why, and reporting honestly on what it changed. We cannot guarantee specific results, such as rankings, mentions by AI assistants, ad performance or sales, because they depend on third parties and on your market.

9.2 † We are not liable for decisions made by search engines, ad platforms and AI assistants, such as ad disapprovals, account restrictions and changes to their algorithms.

10. Confidentiality and data protection

10.1 We both keep the other's confidential information private and use it only for the contract, during the contract and for 2 years after it ends.

10.2 We each comply with the GDPR (Regulation (EU) 2016/679) and Legea 190/2018. Where we process personal data on your behalf (for example leads from your website), you are the controller and we are the processor.

10.3 In that case our Data Processing Agreement, attached to the proposal, applies. As required by art. 28 GDPR, it sets out what data we process and why, our security measures, the sub-processors we use (such as hosting and AI model providers) and the safeguards for any transfer outside the EU. Data you upload to your own Google or Meta accounts is processed under your agreements with them. When the contract ends we delete or return the data, as you choose.

10.4 How we handle personal data for our own purposes is set out in our privacy policy.

11. Liability †

11.1 Our total liability under a contract is limited to the fees paid or payable under it in the 12 months before the event that caused the loss.

11.2 We are not liable for indirect loss, such as lost profit, lost revenue or lost opportunities.

11.3 These limits do not apply to damage caused intentionally or through gross negligence, to harm to a person's life, health or physical integrity, or to anything else the law does not allow to be limited (Civil Code, art. 1355).

12. Force majeure

12.1 Neither party is responsible for a delay or failure caused by force majeure, as defined by the Civil Code (art. 1351). The affected party tells the other promptly and resumes as soon as it can.

13. Agencies using our tools

13.1 If you are an agency using our tools with your own clients under your own brand, the specific terms for that (including your clients' data) are set out in your proposal.

14. Language

14.1 These terms and our proposals are in English. We will provide a Romanian translation on request. If the two differ, the English version prevails.

15. Governing law and disputes

15.1 † Contracts with us are governed by Romanian law.

15.2 If there is a dispute, we will first try to settle it in good faith within 30 days of one party raising it in writing. Either party may suggest mediation, which is voluntary.

15.3 † If we cannot settle it, the competent courts of Bucharest, Romania, have jurisdiction.