Terms of Service

The smetni.app platform (the “Service”) is provided by:

Nephworx Ltd (Нефуъркс ЕООД) · UIC 207138187 · VAT BG207138187 · 51 Cherni Vrah Blvd, Hladilnika Industrial Zone, Lozenets, Sofia 1407, Bulgaria

These Terms of Service (the “Terms”) are entered into between you (“you”, “Customer”) and Nephworx Ltd (“we”, “us”). By creating an account, accessing the Service or clicking “I agree”, you confirm that you have read, understood and accepted these Terms. If you use the Service on behalf of a company or other entity, you represent that you have authority to bind that entity to these Terms.

If you do not agree, you must not use the Service.

By accepting these Terms, you represent that you are using the Service for purposes related to your business, trade, profession or self-employment, and not as a consumer within the meaning of Bulgarian or EU consumer-protection law.

In addition to terms defined elsewhere, the following capitalized terms have the meanings below:

• Agreement: these Terms together with our Privacy Policy, the Data Processing Agreement (DPA), the Cookie Policy and any order form or signup confirmation.
• Service: the smetni.app invoicing platform, websites and any related applications, APIs and documentation.
• Customer: the legal entity or individual that registers an account or subscribes to the Service.
• User: an individual authorized by Customer to access the Service under Customer's account.
• Customer Data: any data, content or information that Customer or its Users submit to or process through the Service, including invoices, client records and uploaded documents.
• Subscription: a paid plan that gives access to the Service for a defined billing period (monthly or annual).
• Fees: the amounts payable for the Subscription as published at smetni.app/pricing or agreed in an order form.

smetni.app provides cloud-based invoicing software, including invoice creation and dispatch, client management, payment reminders and related functionality.

Subject to these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your internal business purposes during the term of your Subscription.

We continuously improve the Service. New features may be added; existing features may be changed or removed with reasonable notice.

Particular features or services (for example payroll, integrations, payment collection or other modules we introduce) may be subject to additional terms, which we present before you start using the feature. Where such terms apply, they prevail over these Terms for that feature.

You must register an account to use the Service. You agree to provide accurate, current and complete information, and to keep it up to date.

You are responsible for all activity that occurs under your account. Actions of your Users are attributed to you as your own, and you are responsible for managing access: inviting Users, assigning roles and removing access that is no longer appropriate, in a timely manner. Keep your credentials, including any API keys issued for your account, secure and notify us immediately of any unauthorized access or use.

You must be at least 18 years old or the age of majority in your jurisdiction. The Service is offered to legal entities, sole traders and self-employed professionals; it is not designed or marketed for consumers.

If, contrary to the intended audience, you sign up as a consumer and start using paid features (including paid features made available during a free trial), you expressly request and consent to the immediate performance of the Service and acknowledge that, once performance has started, you lose your statutory 14-day right of withdrawal under Article 16(m) of EU Directive 2011/83.

Your Users are bound by these Terms when they access the Service, and you remain responsible to us for their compliance. If a User acts on behalf of your accountant, adviser or another organisation, that does not change who the Customer is: the account and the Customer Data belong to the Customer in whose name the account is registered.

You are solely responsible for resolving any dispute between you and your Users, your accountant or adviser, the recipients of your documents or any other person about access to or control of your account, organisation or documents. We are not a party to such disputes. Where we receive conflicting instructions, we may preserve the status quo, restrict access to the affected account or data, or act on the instructions of the registered Customer or of a competent authority, without liability to anyone.

We may offer security features such as two-factor authentication and may make some of them mandatory. Where a security feature is optional and you or your Users choose not to enable it, you bear the consequences of that choice: we are not liable for unauthorised access or loss that the feature would have prevented. We may also restrict access to an account, or to parts of the Service, until we have verified that a sign-in or activity is authorised, and we may require you to reset credentials.

Fees for paid Subscriptions are published at smetni.app/pricing. Unless stated otherwise, prices are in Euros and exclude applicable VAT and other taxes.

We process payments through Stripe. By providing payment details, you authorize us (and Stripe) to charge the applicable Fees on a recurring basis according to your billing cycle, until you cancel.

Subscriptions renew automatically at the end of each billing period at the then-current price. You can cancel at any time through your account; cancellation takes effect at the end of the current billing period.

Fees are non-refundable except where required by law. If a payment fails, we may suspend the Service after reasonable notice until payment is received. We may also suspend or terminate the Service for chargebacks or payment disputes that are not the result of a bona fide error.

We may change Fees with at least 30 days' prior notice. Price changes will not apply to the current billing period.

Overdue amounts accrue statutory default interest. Suspension of the Service for non-payment or breach does not relieve you of the obligation to pay Fees due for the period of suspension.

If a payment fails, we will notify you. We may suspend the Service if the Fees remain unpaid 7 days after they became due, and terminate the Subscription if they remain unpaid 14 days after the due date. A suspended Subscription can be reactivated by paying all outstanding Fees. We may set off any amount we owe you against any amount you owe us.

You are responsible for all taxes, duties and charges connected with your use of the Service, other than taxes on our income, including any withholding tax. You warrant that the country, VAT identification number and other billing details you provide are accurate and current; the consequences of an incorrect VAT treatment (including reverse-charge treatment) that results from inaccurate details are yours.

We may refuse or reverse a payment, decline to open or renew a Subscription, or block access without prior notice where we reasonably believe that there is a legal, regulatory, sanctions, fraud or credit risk connected with you, your account or the payment, or where we cannot receive payments from your country.

We may offer a free trial of the Service for a limited period. During the trial you have access to features as described at sign-up, free of charge.

If you do not subscribe before the trial ends, your account may become read-only or be deactivated. We may modify or end the free trial program at any time.

You agree that you will not, and will not permit anyone else to:

• use the Service in violation of any applicable law or to facilitate illegal activity, including tax evasion or invoice fraud;
• upload content that is unlawful, defamatory, infringing, malicious or that contains personal data you have no right to process;
• attempt to gain unauthorized access to the Service, other accounts, or any underlying systems;
• reverse engineer, decompile, disassemble or attempt to derive the source code of the Service, except to the extent permitted by mandatory law;
• interfere with or disrupt the integrity or performance of the Service, including by sending excessive requests, scraping or running denial-of-service activity;
• use the Service to develop or train a competing product or service;
• resell, lease or sublicense the Service to a third party without our written consent;
• use the Service while subject to comprehensive sanctions imposed by the EU, the United States, the United Nations or any other applicable authority, or engage in transactions that would breach such sanctions or anti-money-laundering laws;
• circumvent or attempt to circumvent any usage limit, rate limit or other technical restriction of the Service;
• use the Service to send unsolicited or bulk email; documents may be dispatched only to recipients with whom you have a genuine business relationship;
• store special categories of personal data (such as health data), full payment-card numbers, passwords or other credentials in free-text fields such as descriptions, notes or messages, which are not designed for such data;
• behave abusively, threateningly or in a discriminatory way toward our staff, contractors or other customers, including in support communications.

Features that are offered without a fixed limit are subject to fair use. Use that is excessive or unreasonable compared with the normal use of a business of your size and type, for example automated bulk generation of documents or emails, systematic scraping, or using the Service as a general-purpose file store, may be limited, throttled or made subject to caps. Unless the use endangers the Service or other customers, we will notify you and give you 14 days to adjust before suspending or terminating for continued excessive use.

We may suspend or terminate accounts that breach this section, with or without notice, and may report serious violations to the competent authorities. We may also throttle, delay or block email dispatch where a sending pattern endangers the deliverability or reputation of the Service.

We do not pre-screen Customer Data, but reserve the right (without obligation) to investigate suspected violations of these Terms, to access the minimum data necessary to do so, and to cooperate with law-enforcement and other competent authorities in response to a lawful request.

You retain all rights, title and interest in Customer Data. We claim no ownership over it.

You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display and process Customer Data to the extent necessary to: (a) provide, maintain, secure and improve the Service; (b) prevent or address technical, security, fraud or abuse issues; (c) enforce these Terms; (d) follow your documented instructions; and (e) comply with applicable law and lawful requests of competent authorities.

Where Customer Data contains personal data, we process it as a data processor on your behalf in accordance with our Data Processing Agreement, which forms part of these Terms. A countersigned counterpart is available to enterprise customers on request.

You are solely responsible for the accuracy, quality and legality of Customer Data and for the lawful basis on which it is processed.

When you instruct the Service to send a document by email, the recipient addresses you enter constitute your instruction: verify them before sending. We are not responsible for the consequences of dispatch to an address you provided incorrectly.

The same applies to the client portal: when you share portal access with a recipient, anyone who obtains the access link or sign-in code you shared can view the documents you have made available there. Sharing is your decision and your instruction; treat access links and codes as confidential.

We may generate, retain and use de-identified, aggregated data derived from Customer Data (that does not identify you, your Users or your clients) for security, capacity planning, product analytics, benchmarking and to improve and develop the Service. Such aggregated data is not Customer Data and may continue to be used after termination.

The Service includes optional features that use artificial intelligence to propose structured data extracted from documents you upload, for example expense receipts and sales documents you import (automatic field extraction and autofill).

When you use such a feature, the content of the uploaded file, including any personal data it contains, is transmitted through our infrastructure to a third-party AI model provider identified in our Privacy Policy and is processed solely to generate the extraction proposal for you. By choosing to use an AI-assisted feature, you request and consent to this processing and confirm that you have the necessary rights over the uploaded content. If you do not want this processing, do not use these features: the Service remains fully usable without them.

AI output is a proposal, not a result you can rely on without review. It may be incomplete or incorrect. You must review and confirm every proposed value before using it or issuing a document based on it. Section 11 (tax, accounting and legal compliance) applies in full to documents created with AI assistance, and to the maximum extent permitted by law we are not liable for the consequences of AI-generated proposals that you accept without review.

We do not use Customer Data to train artificial-intelligence models, and we engage AI providers under terms that do not permit them to use your content to train their models.

smetni.app and all underlying software, designs, trademarks and content are owned by Nephworx Ltd or our licensors and are protected by copyright, trademark and other laws.

Except for the limited rights granted in these Terms, no licence or other right is granted to you, by implication or otherwise.

If you provide us with feedback, suggestions or ideas, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or compensation.

All rights not expressly granted to you in these Terms are reserved by Nephworx Ltd and its licensors. No licence or other right is granted by implication, estoppel or otherwise.

We will provide the Service with reasonable skill and care and make commercially reasonable efforts to keep it available. Specific availability commitments, where offered, are described in a separate service-level annex.

Tax, accounting and legal compliance

Any action on the platform that leads to an accounting entry for you or your organization is entirely your responsibility. You verify and confirm the content of every document (party details, amounts, tax rates, dates) before issuing and using it.

Where the Service issues or dispatches documents automatically on the basis of rules, schedules or templates you configure, the same applies: you are responsible for the configuration and for the documents it produces, and you must review the output regularly.

We do not provide legal, tax, accounting or other professional advice. The Service is a tool that helps you generate, send and store invoices and related documents. You are solely responsible for the legal validity, accuracy and tax treatment of the documents you produce, including correct VAT calculation, classification of supplies, registration thresholds, electronic-invoicing format requirements and submission to the National Revenue Agency or any other authority. We do not guarantee that the Service will at all times reflect the latest legal or regulatory requirements; you must independently verify that the output of the Service meets your obligations.

Security

We apply technical and organisational measures appropriate to the risk, as described in the Data Processing Agreement. No method of storage or transmission over the internet is completely secure, and we do not guarantee that the Service will be free from unauthorised access, malicious code or other security incidents. Where we have reason to believe that an account has been accessed without authorisation, we may notify you and restrict access until the access is verified.

Customer Data backups

While we run automated backups for our own operational purposes, you are responsible for maintaining your own copies of Customer Data using the export functionality the Service provides. We are not liable for the loss of Customer Data that you could reasonably have prevented through reasonable export practice.

Beta and preview features

We may from time to time make features available as “beta”, “preview”, “experimental” or “early access”. Such features are provided “as is”, may change, behave differently or be discontinued at any time, and are excluded from any availability commitment or warranty.

Third-party services

The Service depends on third-party providers (including hosting, authentication, email delivery, AI processing, observability, analytics and payment providers) identified in our Privacy Policy. We are not liable for outages, errors, data loss or security incidents caused by such third parties, except to the extent required by mandatory law. Where the Service integrates with third-party services that you choose to connect, your use of those services is governed by their own terms and we are not responsible for them.

Data from public registers and third-party sources

The Service can prefill company and VAT data from public sources such as the Bulgarian Trade Register and the EU VIES service, and may display currency amounts or exchange-rate information. Such data is provided as retrieved, may be outdated or incorrect, and does not replace your own verification. You confirm all prefilled or converted values before issuing a document.

Notifications and reminders

Payment reminders and other notifications are a convenience feature. Their delivery depends on third-party networks and recipient systems and is not guaranteed. You remain responsible for tracking your own deadlines and obligations regardless of whether a reminder is sent, delivered or displayed.

The same applies to documents you dispatch through the Service: delivery of an email or portal link to its recipient is not guaranteed, and where receipt matters (for example for a payment deadline or a statutory time limit) you must confirm it with the recipient yourself.

No service-level agreement

Unless a separate written agreement (such as an enterprise order form) specifies otherwise, the Service is provided without any service-level agreement, uptime commitment or support response-time guarantee. Planned maintenance, security updates and emergency interventions are necessary for the operation of the Service and do not constitute a breach of these Terms.

We do not guarantee that the Service will be uninterrupted, error-free, secure or available at any particular time, or that it will be compatible with your hardware, software or network. Unavailability, delay, data synchronisation issues or loss of access, whether planned or unplanned, do not give rise to a refund, credit or claim for damages, except where mandatory law provides otherwise.

Future features and roadmap

Statements about planned, upcoming or roadmap features (whether on our website, in marketing materials, in support communications or elsewhere) are forward-looking. We do not warrant that any specific feature will be developed, released or remain in the Service. You should not make purchasing decisions in reliance on forward-looking statements.

Disclaimer

Except as expressly stated in these Terms, the Service is provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all other warranties (express, implied or statutory), including merchantability, fitness for a particular purpose, non-infringement and any warranty arising from course of dealing or usage of trade.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under mandatory law, including liability for death or personal injury caused by negligence, for fraud, or for damage caused intentionally or by gross negligence.

Subject to the above, neither party will be liable for indirect, special, incidental, consequential or punitive damages, including loss of profits, revenue, goodwill or anticipated savings, even if advised of the possibility.

Subject to the above, our aggregate liability arising out of or in connection with these Terms in any 12-month period will not exceed the greater of (a) the Fees paid by you for the Service in that period, or (b) one hundred euros (EUR 100).

Where the Service is provided free of charge (for example during a free trial), our aggregate liability for the period during which the Service was free is limited to one hundred euros (EUR 100).

For loss or corruption of Customer Data, our liability is limited to taking reasonable steps to restore the data from our available backups; we are not liable for data that cannot be restored in that way.

Without limiting the above and to the maximum extent permitted by law, we are not liable for:

• Customer Data that you fail to back up using the export functionality of the Service;
• the legal validity, accuracy or tax treatment of invoices, VAT calculations or other documents you produce using the Service, including documents prepared with AI assistance;
• fines, penalties, interest or other amounts imposed on you by any tax, regulatory or other authority;
• outages, errors or security incidents originating with third-party providers (including hosting, authentication and payment providers);
• inaccurate or outdated data retrieved from public registers or third-party sources that you did not verify before use;
• access to documents by third parties through portal links or sign-in codes that you shared or failed to keep confidential;
• third-party claims relating to your business, your clients or any content you upload to the Service;
• unavailability, interruption, delay or degraded performance of the Service, or loss of access to it, for any reason;
• features that are announced, planned, in early access or under development but are delayed, changed, withdrawn or never released;
• your reliance on information, calculations, suggestions or output produced by the Service that you did not verify, and decisions you take on that basis;
• loss of customers, contracts, business opportunities or capital, and wasted management time;
• the consequences of your failure to keep your contact and billing details current, including missed notices and suspensions for non-payment;
• non-delivery or late delivery of documents, emails, reminders or notifications to their recipients.

The remedies expressly set out in these Terms (including restoration from backups and, where applicable, a pro-rated refund) are your sole and exclusive remedies for the matters they address.

You agree to defend, indemnify and hold harmless Nephworx Ltd, its directors, employees and agents from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of (a) your use of the Service in breach of these Terms; (b) Customer Data; or (c) your violation of any law or third-party right.

We will notify you of any claim and reasonably cooperate in the defence at your expense.

These Terms apply from the moment you accept them and continue while you have an active account or Subscription.

You may stop using the Service and cancel your Subscription at any time from within the Service.

We may suspend or terminate your account, in whole or in part, with reasonable notice if you materially breach these Terms, or immediately and without prior notice if (i) your use poses a security, legal or operational risk; (ii) you fail to pay Fees when due; (iii) you initiate a chargeback against a non-disputed payment; (iv) we are required to do so by law or by a competent authority; or (v) you become insolvent, enter liquidation or bankruptcy proceedings, have a receiver, administrator or similar officer appointed over your assets, make an arrangement with your creditors, or a similar event occurs in any jurisdiction.

Suspension or termination under this section does not entitle you to a refund, except as expressly stated in these Terms or required by mandatory law, and does not limit any other remedy we may have.

After your paid Subscription ends, your account switches to read-only mode: creating and editing documents is disabled, while access to view and export Customer Data remains available for as long as you keep your account and we continue to operate the Service. You may request deletion of your account and Customer Data at any time by writing to info@smetni.app; we complete deletion within 30 days, except for data we are required to retain by law (such as accounting records) or that we need to establish, exercise or defend legal claims. If we discontinue the Service as a whole, we will give you reasonable prior notice and the opportunity to export Customer Data.

We may also terminate or non-renew your Subscription for convenience with at least 30 days' written notice. In that case, we will refund any prepaid Fees attributable to the unused portion of the period after termination.

Survival

Sections that by their nature should survive termination continue to apply after any termination of these Terms, including Definitions, Customer Data (aggregated-data licence), Intellectual Property, Warranties and Disclaimers, Limitation of Liability, Indemnification, Governing Law, Notices and Miscellaneous (including Confidentiality).

We may update these Terms from time to time. Non-material changes (for example clarifications, formatting fixes, contact-detail updates or updates reflecting a provider change already disclosed in our Privacy Policy or in the sub-processor annex of the Data Processing Agreement) take effect when we post the updated version on smetni.app and update the effective date at the top.

For material changes that affect your rights or obligations, we will notify you by email or through the Service at least 14 days before the change takes effect. If you do not agree, you may cancel your Subscription before the change takes effect; continued use after the effective date constitutes acceptance.

These Terms are governed by the laws of the Republic of Bulgaria, without regard to its conflict-of-law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

The competent courts of Sofia, Bulgaria, have exclusive jurisdiction over any dispute. Where applicable mandatory law (including EU consumer-protection rules where Customer qualifies as a consumer) grants Customer the right to bring proceedings in another jurisdiction or to rely on protections that cannot be excluded by agreement, that right is unaffected.

If you nevertheless qualify as a consumer, you may also refer a dispute to the Bulgarian Commission for Consumer Protection (kzp.bg) or to an alternative dispute resolution body under the Bulgarian Consumer Protection Act.

Notices to us must be sent in writing to info@smetni.app or to our registered office: Nephworx Ltd, 51 Cherni Vrah Blvd, Hladilnika Industrial Zone, Lozenets, Sofia 1407, Bulgaria.

We may give notice through the Service, by email to the address on your account, or by posting a notice on smetni.app.

Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition or sale of assets.

Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in full effect.

Waiver

Failure to enforce any right is not a waiver of that right.

Entire agreement

These Terms, together with the documents they reference, are the entire agreement between you and us regarding the Service and supersede any prior agreement. Where a written order form we have countersigned expressly deviates from these Terms, the order form prevails for that Subscription.

Language

These Terms are made in Bulgarian and in English. In case of divergence between the language versions, the Bulgarian version prevails.

Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, pandemics, government action, infrastructure, internet or telecommunications failures, cyber-attacks, or acts or omissions of third-party providers. Where such an event persists for more than 30 days, either party may terminate the affected Subscription with written notice.

Confidentiality

Each party will keep the other party's non-public information (including pricing and terms in order forms, security information, details of beta or early-access features and the content of support communications) confidential, use it only for the purposes of the Agreement, protect it with reasonable care and not disclose it to third parties other than its advisers and service providers bound by confidentiality, except where disclosure is required by law or by a competent authority. This obligation survives termination for three years; for trade secrets, for as long as they remain trade secrets.

Interpretation

Words such as "including" and "for example" introduce illustrations and do not limit the sense of the words before them. Where these Terms refer to our discretion, judgment or belief, it means our sole discretion, judgment or belief, exercised reasonably. Headings are for convenience only.

Relationship

Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.