Subscription Terms

Version 1.0. These Subscription Terms are the current version; every dated version is kept.

Seller:

Legal name and form. SMITH BUSINESS SOLUTIONS SRL, a Romanian limited liability company (societate cu răspundere limitată); noombat is its product.
Registered office. Str. Zefirului nr. 28, sat Predești, com. Tinosu, jud. Prahova, 107612, Romania.
Trade Register. J29/1411/2014 (EUID ROONRC.J2014001411299).
VAT number (CUI). RO33734100.
Represented by. Andrei Stoica.
Contact. hello@noombat.ai.

The short version

What you are agreeing to, in seven points:

You buy a monthly noombat subscription for the business named at checkout, at the price on the Order, VAT excluded.
You pay in advance through Stripe, by card, SEPA Direct Debit or Link. The same payment method is charged every month until you cancel.
The subscription renews each month on its own. We give at least 30 days' notice before a price changes.
You can cancel any time from the billing portal. The cancellation takes effect at the end of the month you have paid for. That month is not refunded.
If a renewal fails, Stripe retries for 14 days and you keep access. After that we suspend access. The subscription ends if nothing is paid by day 30.
If your company later needs a purchase order, bank transfer or its own vendor contract, we move the subscription to invoicing with no interruption (section 11.3).
The Terms of Service, the Data Processing Addendum and the Privacy Policy at noombat.ai/legal still apply. Romanian law, courts of Bucharest.

1. What this document is, and how it ranks

These Subscription Terms apply when you buy a noombat subscription from us directly. That means paying through a Stripe checkout page or payment link we send you, or through Stripe invoices we send you under a written order. They sit on top of the Terms of Service at noombat.ai/terms, which stay in force. For direct purchases they replace section 12 (Fees and billing) of the Terms of Service and set the subscription length and renewal that its section 20 leaves to them. If you bought noombat through a Partner Agency, the agency's terms govern billing and this document does not apply to you.

If documents conflict, this is the order: (1) a written agreement signed by both of us, (2) the Order, (3) these Subscription Terms, (4) the Terms of Service, (5) the Data Processing Addendum (the “DPA”). On data-protection matters the DPA prevails, as its section 13 says. Capitalised terms this document does not define, such as Customer and Partner Agency, have the meaning the Terms of Service give them.

2. The Order

The Order is what the checkout page states when you pay, plus the business name, address and tax number you enter there. If we sent you an order summary before the link, the two must match. Tell us before paying if they do not. The confirmation e-mail we send after payment records the Order.

An Order states:

Product. The noombat workspace and plan named on the page.
Price. An amount per month, VAT excluded.
Currency. Euro.
Billing. Monthly, in advance.
Start. The day of the first successful payment.
Term. Month to month, until cancelled.

Where the Order states a weekly number of leads, it is the target we work to, not a guarantee. A lead is a company matched to your profile, with a named contact and the signal behind the match, placed on your board. If a week falls short, we tell you why before the next renewal.

3. Who the Customer is

The Customer is the business whose legal name you enter at checkout, not the person who pays. By paying you confirm two things: that you are authorised to buy for that business, and that you accept these Subscription Terms on its behalf (section 3 of the Terms of Service). The name, address and tax number entered at checkout go on the invoices; check them before you pay.

A card in your own name does not change this: the Customer is still the business, and your reimbursement is between you and your employer. noombat is sold to businesses only (section 2 of the Terms of Service). Consumer rules for distance contracts, including any withdrawal period, do not apply.

4. Fees, currency and VAT

Prices are stated without VAT. What we add depends on where the Customer is established and on the tax number you give us:

Business established in Romania. Romanian VAT added at the legal rate (21% on 12 October 2026). On the fiscal invoice: VAT in lei, “TVA la încasare”, sent through RO e-Factura.
Business established in another EU country, with a valid VAT number. No Romanian VAT: you account for VAT in your country under the reverse charge. On the fiscal invoice: “Taxare inversă”; not taxable in Romania under art. 278 (2) of the Fiscal Code.
Business established outside the EU (for example the United States). No Romanian VAT. On the fiscal invoice: not taxable in Romania under art. 278 (2) of the Fiscal Code.

Give us a valid VAT number if your business has one. Without it, an EU business cannot get the reverse charge: we add Romanian VAT at the legal rate, or cancel the Order and refund the first payment. If a tax number later proves invalid, we may invoice the VAT that was due.

Prices are in euro and charged in euro. Your bank's own fees for a foreign or converted payment are yours. Tax rates follow the law, without a notice period.

5. Paying through Stripe

Payments are processed by Stripe Payments Europe, Limited, Dublin, Ireland (“Stripe”). The checkout page and the billing portal are hosted by Stripe. We never see your full card number or bank details; Stripe stores them.

You can pay by card (corporate cards included), SEPA Direct Debit or Link (Stripe's wallet for saved payment details). Bank transfer is not available on the checkout page; section 11.3 says how to move to invoicing.

Where we have agreed in writing to invoice you for payment by bank transfer (section 11.3), Stripe e-mails each invoice at the start of the month it covers. The invoice is payable within 30 days of its date. If it is unpaid on the due date, section 9 applies, counted from the due date instead of the renewal date: suspension, the end of the subscription, interest and the recovery cost.

By completing the checkout you authorise us to charge the saved payment method, through Stripe, at each renewal. Each charge is for the amount of the Order plus any VAT due, as changed under section 11. No new confirmation from you is needed. The authorisation lasts until the subscription ends.

Your bank may still ask you to confirm a payment (strong customer authentication). For the first payment this happens on the checkout page. For a renewal, Stripe e-mails you a link to confirm; until you confirm, the renewal counts as a failed payment under section 9.

A card statement shows the descriptor we have registered with Stripe. A SEPA Direct Debit shows our business name as registered with Stripe. It also shows Stripe's creditor identifier and the mandate reference.

Stripe processes your payment data on our behalf, as our processor. For its own purposes, such as fraud prevention, security and its legal obligations, Stripe acts as a controller under its privacy policy at stripe.com/privacy. We keep only what invoicing needs: business name, address, tax number, billing e-mail, the type and last digits of the payment method, and the payment status. We keep them for as long as the law requires us to keep invoices.

6. Receipts and invoices

After each successful payment Stripe e-mails a receipt to the billing e-mail. It attaches a PDF headed “Invoice”. That PDF is Stripe's payment confirmation, not the fiscal invoice.

The fiscal invoice is issued by SMITH BUSINESS SOLUTIONS SRL within 5 working days of each payment and sent to the billing e-mail. It is in euro. Use the fiscal invoice for your books and expense claims, wherever your business is established; it quotes the Stripe payment reference so the two match. For a Customer established in Romania, the VAT amount is also shown in lei and the invoice goes through the national RO e-Factura system, as the law requires.

You accept invoices in electronic form. Change the business name, address or tax number in the billing portal; the change applies from the next invoice. To change the billing e-mail, or to add an accounts-payable address in copy, write to hello@noombat.ai; we change it within 2 working days. An issued invoice is corrected by a credit note and a new invoice. A purchase-order number goes on the invoice if you give it to us before the renewal.

7. Renewal

The subscription renews automatically every month, on the same calendar day as the first payment, or on the last day of the month when the month is shorter. Each renewal charge is for the month ahead, at the price on the Order, unless the price has changed under section 11. You do not need to do anything.

8. Cancelling

8.1 You can cancel at any time from the billing portal. The portal link is in our welcome e-mail and on noombat.ai/legal.

8.2 Your cancellation takes effect at the end of the month you have paid for. You keep access until then. You will not be charged again. We do not refund the current month. You can change your mind in the portal until that month ends.

8.3 You can also e-mail hello@noombat.ai. We confirm within 2 working days, and the same rule applies: the cancellation takes effect at the end of the paid month in which your e-mail reached us.

8.4 After the subscription ends, section 20 of the Terms of Service applies to your data: 30 days to request an export, then deletion as the Terms of Service and the DPA describe.

9. If a payment fails

Counted in days after the renewal date:

Day 0. The charge fails. You get an e-mail with a link to update the payment method or confirm the charge. Access continues.
Days 0 to 14. Stripe retries the charge: up to 8 times for a card, up to 2 times for a SEPA Direct Debit. Access continues.
Day 14. Last retry. If it fails, the subscription is marked unpaid and we suspend access to the workspace. We e-mail you first, the same day.
Days 14 to 30. Pay the open invoice from the billing portal: access returns the same working day. The renewal date does not move.
Day 30. If nothing has been paid, the subscription ends. Section 8.4 applies to your data.

We charge no fee of our own for a failed attempt, and we claim nothing while Stripe is retrying. Romanian law (Law 72/2013 and Government Ordinance 13/2011) attaches penalty interest and a fixed recovery cost of EUR 40 to a business invoice that is paid late. We may claim them on an amount still unpaid on day 14, counted from that day, at the statutory rate that applies to your contract. For an invoice with a payment term (section 11.3) they run from its due date.

10. Refunds and chargebacks

10.1 We do not refund a month that has started. We do refund four things: a charge taken after your cancellation took effect; a duplicate charge; the unused part of a prepaid period if we end the subscription for convenience (Terms of Service section 20) or you object to a new subprocessor (DPA section 5); and anything the law requires. Refunds go back to the payment method you used, within 5 to 10 working days.

10.2 If you think a charge is wrong, write to hello@noombat.ai first. We answer within 2 working days.

10.3 Disputing a charge with your bank (a chargeback) for a month in which the workspace was available to you, without writing to us first, is a breach of these Subscription Terms. While a dispute is open we may suspend access, and the subscription ends at the end of the paid month. Whatever your bank decides, the fee for a month in which the workspace was available to you remains due to us, and we may invoice it. If the dispute is decided in our favour, you also owe us Stripe's dispute fee (100 lei per dispute on 12 October 2026) and our reasonable costs. A SEPA Direct Debit you reclaim for a month you used is treated the same way: the amount remains due, and we may invoice it with the fee and our costs.

11. Changing the price or plan; moving to invoicing

11.1 We may change the monthly price. We write to the billing e-mail at least 30 days before. The new price applies from your first renewal after those 30 days. If you do not want the new price, cancel before that renewal and nothing more is charged.

11.2 Ask for a bigger plan at any time, by e-mail or, once several plans are offered there, in the billing portal. An upgrade takes effect at once; we charge the difference for the rest of the current month, in proportion to the days left. A downgrade takes effect at the next renewal.

11.3 Moving to invoicing or a vendor contract. If your company later needs a purchase order, payment by bank transfer, 30-day payment terms or its own vendor agreement, write to hello@noombat.ai. We switch the subscription to invoicing from the next renewal. Nothing is interrupted: same workspace, same price, same renewal date. The only change is that each month's invoice is then due 30 days after its date (section 5). A written agreement signed by both of us prevails over these Subscription Terms for what it covers (section 1).

12. Suspension for misuse

Sections 11 (Acceptable use) and 20 of the Terms of Service apply. We may suspend access at once where reasonably necessary to address a security risk, unlawful use or use outside the Order (for example one sign-in shared between several people). Suspension stops neither the subscription nor its charges; it ends when the cause is fixed. A cause not fixed within 30 days of our written notice lets us terminate under section 20 of the Terms of Service.

13. Term and termination

13.1 The subscription starts on the day of the first successful payment and runs month to month.

13.2 The subscription ends in these cases. Each line gives the case, then the day it ends:

(a) You cancel (section 8). At the end of the paid month.
(b) It is unpaid 30 days after a renewal date (section 9). On that day.
(c) We decline to renew, by writing to the billing e-mail at least 30 days before a renewal date. At the end of the paid month; nothing more is charged.
(d) Either party terminates for a material breach not cured within 30 days of written notice (Terms of Service section 20). On the date in the notice.
(e) We terminate for convenience on at least 60 days' written notice (Terms of Service section 20). On the date in the notice; we refund the prepaid fees for the period after it.
(f) A chargeback is opened for a month in which the workspace was available to you (section 10.3). At the end of the paid month.

13.3 If we move billing to an affiliated company (section 22 of the Terms of Service), we tell you at least 30 days before. Your subscription continues on the same terms and renewal date. We may ask you to enter your payment details again for the new company.

14. Liability

Sections 17 (Warranties and disclaimers) and 18 (Limitation of liability) of the Terms of Service apply to everything under these Subscription Terms. These Subscription Terms neither add a cap nor remove one. The cap in section 18 is counted on the fees you paid or owe us under these Subscription Terms in the 12 months before the event giving rise to the claim. Your payment obligations are not capped. Nothing here limits liability that the law does not allow to be limited.

15. Clauses you accept expressly

Romanian law (article 1203 of the Civil Code) says that some standard clauses bind you only if you accept them expressly and in writing. These are the ones in our documents:

Limitation of liability and disclaimer of warranties. Section 14; Terms of Service 5, 9, 10, 17 and 18.
Claims must be brought within 12 months. Terms of Service 18.
Automatic monthly renewal until you cancel. Section 7.
Cancellation effective at the end of the paid month; no refund of that month. Sections 8 and 10.
Suspension of access for non-payment, misuse or an open dispute. Sections 9, 10 and 12; Terms of Service 20.
Our right to end the subscription: non-renewal on 30 days' notice, termination for breach, termination for convenience on 60 days' notice, and ending at the end of the paid month after a chargeback. Sections 10.3 and 13; Terms of Service 20.
Price changes on 30 days' notice. Section 11.
Romanian law. Section 17; Terms of Service 23.
Exclusive jurisdiction of the courts of Bucharest. Section 17; Terms of Service 23.

Your acceptance. Ticking the box on the checkout page is your express written acceptance of each clause in this list, within the meaning of article 1203 of the Romanian Civil Code. You give it on behalf of the Customer. The box's text names them. Our confirmation e-mail repeats the list. We keep a record of the acceptance: the checkout session reference, the date and time, the e-mail address used, and the version of this document.

16. Changes to these Subscription Terms

We may change these Subscription Terms. For a material change we write to the billing e-mail at least 30 days before it takes effect. If you do not want the change, cancel before that date under section 8. If you do not cancel, the new version applies from your first renewal after that date. A change to a clause listed in section 15 applies only once you have accepted it expressly; we ask for that by e-mail, or at the next checkout. Until then the previous version of that clause applies. Changes required by law take effect when the law does. The current version is always at noombat.ai/terms/subscription; we keep every dated version and send you a copy on request.

17. Governing law, courts and language

These Subscription Terms are governed by the laws of Romania. Disputes are subject to the exclusive jurisdiction of the competent courts of Bucharest, Romania, after the 30 days of good-faith negotiation that section 23 of the Terms of Service requires. Nothing here limits protections that apply mandatorily under EU law or under the national law of the EU/EEA state where you are established.

These Subscription Terms are written in English. If we provide a translation, the English version prevails to the extent the law allows (section 22 of the Terms of Service).

18. Contact

SMITH BUSINESS SOLUTIONS SRL · societate cu răspundere limitată · J29/1411/2014 · CUI RO33734100 · Str. Zefirului nr. 28, sat Predești, com. Tinosu, jud. Prahova, 107612, Romania · hello@noombat.ai