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Terms & Conditions

This English translation is provided for convenience. In case of any discrepancy, the Romanian version (Termeni și condiții) prevails.

Version 2026-07.3 · Effective date: 25 July 2026. This version replaces version 1.0 of 6 October 2025 and rewrites the description of the Service so that it matches the platform actually provided.

Version archive. The current version, together with its effective date, is permanently published on this page. The version accepted by each Client upon account creation is recorded in that Client's account (version, date and IP address). A copy of a previous version may be requested at [email protected].

1. PREAMBLE AND PROVIDER IDENTIFICATION

1.1. This document sets out the terms and conditions (the “Agreement” or the “Terms”) applicable to the use of the seenly.ad SaaS platform, of its associated websites (including the price comparison service shop.seenly.ad) and of all related services provided by the Provider.

1.2. The services are provided by: ETIENNE SOLUTIONS SRL (the “Provider” or “Seenly”), a Romanian legal entity.

  • Registered office: Bucharest, Romania.

  • Trade Register number: J2018015666403.

  • Tax identification number (CUI): 40078645.

  • Contact e-mail: [email protected].

1.3. By creating an account, accessing or using the Service, the Client (individual or legal entity) confirms that it has read, understood and fully accepted these Terms. If you do not agree with these Terms, please stop using the Service immediately.

1.4. The Service is primarily intended for Business-to-Business (B2B) use — online stores and advertising agencies. By accepting the Terms, you declare that you have the legal authority to represent the legal entity for which you create the account. Sections 16 and 17 apply in addition to Clients who qualify as consumers.

2. DEFINITIONS

Throughout this document, the terms below have the following meaning:

  • Platform / Service: the software-as-a-service (SaaS) application available at seenly.ad (and its subdomains), which allows the import, transformation and export of product feeds to sales channels, the multi-channel reporting of paid advertising (PPC) campaigns on the basis of real profit, and their optimisation.

  • Client / Beneficiary: the individual or legal entity that creates an account and uses a plan (free or paid).

  • User: any individual authorised by the Client to use the Platform through the Client’s account (employees, collaborators, the Client’s agency).

  • Store / Brand: the working unit within the Platform, corresponding to one of the Client’s online stores, to which the integrations, feeds and reports are attached.

  • Product feed: the file or data stream (XML, CSV, API) describing the Client’s products, which is imported into the Platform and exported to the destination channels.

  • Connected Platforms: the external services which the Client authorises the Platform to connect to — advertising and analytics platforms (Google Ads, Google Analytics 4, Google Merchant Center, Google Search Console, Meta Ads, TikTok Ads), ecommerce platforms (WooCommerce, Magento, Shopify, MerchantPro, Gomag and others), comparison shopping services and marketplaces (eMAG, Price.ro, Compari), e-mail marketing platforms.

  • Client Data: all information entered by the Client into the Platform or retrieved, upon its instruction, from the Connected Platforms — products, purchase costs and margins, orders, advertising spend, settings and configurations.

  • POAS / true ROAS / MER: indicators calculated by the Platform — profit relative to advertising spend (POAS), advertising return recalculated on the basis of analytics data and real orders (true ROAS), and the ratio between total revenue and total marketing spend (MER).

  • Profit Tag: the code snippet made available to the Client for installation on its own website, which associates the click identifiers of the advertising platforms with the store’s orders.

  • Profit loopback: the functionality through which the Platform sends back to the advertising platforms, upon the Client’s instruction, the calculated profit of the orders, as a conversion value.

  • AI Agents: the automated components of the Platform which periodically analyse the Store’s data and generate findings and recommendations, including by using artificial intelligence models of third-party providers.

  • CSS (Comparison Shopping Service): the price comparison service operated by the Provider through shop.seenly.ad, through which the Client’s Shopping campaigns may be served within the Google CSS programme.

  • Pricing Plan: the subscription tier chosen by the Client, which defines the usage limits (number of products, stores, team members, synchronisation frequency, AI processing quota), the price and the available features.

3. DESCRIPTION OF THE SERVICE AND SPECIFIC LIMITATIONS

3.1. Components of the Service. Depending on the Pricing Plan, the Platform makes available:

  • Product feed management: import from the ecommerce platform, from an XML/CSV file or from the Merchant Center catalogue; transformation and filtering rules; completion and optimisation of attributes (including with the assistance of artificial intelligence); export to Google Merchant Center, Meta, TikTok, eMAG, Price.ro, Compari, Pinterest, Criteo and other channels.

  • Multi-channel PPC reporting: aggregation of data from Google Ads, Google Analytics 4, Google Merchant Center, Google Search Console, Meta Ads and TikTok Ads, over the same periods, together with the real orders from the store.

  • Profit analysis: calculation of POAS, true ROAS, MER, CAC, LTV and of the profit and loss statement of the marketing activity, based on the costs and margins entered or imported by the Client.

  • Automated product labelling on the custom label slots of the feed, for campaign segmentation.

  • Proactive signals and AI agents: automated detection of situations requiring intervention (limited budget, disapproved products, conversion drops, spend without profit) and their prioritisation as recommended actions.

  • Profit Tag and profit loopback to the advertising platforms, activated exclusively upon the Client’s instruction.

  • The Google CSS programme through the shop.seenly.ad comparison shopping service, for Clients who opt for it.

  • Client reports: periodic reports sent by e-mail and shareable report links, with visual customisation options.

3.2. Nature of the Service. seenly.ad is an analytics, automation and reporting tool. The Provider supplies the technical infrastructure for collecting, processing and visualising data; business decisions (budgets, bidding, prices, campaign content) belong exclusively to the Client. The Platform does not manage the Client’s campaigns on its behalf and does not make changes in the connected accounts other than within the limits of the features expressly activated by the Client.

3.3. Accuracy of aggregated data. The Client understands that the connected sources use different attribution models, reporting windows and conversion definitions. Consequently, the figures shown in the Platform may differ from those displayed in the platforms’ native interfaces. The Platform presents these differences transparently, but does not warrant that the values will be identical. Profit calculations depend on the accuracy of the costs, margins and expenses entered by the Client.

3.4. Dependence on third parties. The operation of the Platform depends on the availability, policies and technical limits of the application programming interfaces (APIs) of the Connected Platforms. The Provider is not responsible for interruptions, API changes, quota limits, access refusals, product disapprovals or account suspensions decided by Google, Meta, TikTok, eMAG or other third parties.

3.5. Artificial intelligence components. The recommendations, texts and attributes generated with the assistance of artificial intelligence models are probabilistic in nature and may contain errors. The Client is required to review them before publishing them in the feed, in campaigns or to the public. The Provider is not liable for business decisions taken solely on the basis of such output.

3.6. The CSS programme. Participation in the Google CSS programme through the Provider’s comparison shopping service is subject to Google’s policies, which may be changed independently of the Provider. The Client may switch back to another CSS at any time, through Google’s official procedure.

3.7. Agency accounts. A Client managing stores belonging to third parties (an agency) declares that it holds the mandate required for connecting those accounts and processing their data, and is responsible for the limits of that mandate.

4. USER ACCOUNT AND SECURITY

4.1. Registration. In order to access the Service, the Client must provide true, accurate and complete information (company name, business e-mail, billing details).

4.2. Responsibility for access. The Client is solely responsible for maintaining the confidentiality of its authentication credentials (username, password, API keys, shared report links). Any action performed through the Client’s account is deemed to have been performed by the Client.

4.3. Unauthorised use. The Client undertakes to notify the Provider immediately at [email protected] in the event of any suspicion of unauthorised access.

4.4. Authorisations of connected platforms. The Client may revoke the authorisations granted at any time, either from the Platform or directly from the account of the relevant platform. Revocation stops the updating of data and may render the dependent features unusable.

4.5. Inactive accounts. The Provider reserves the right to suspend or delete accounts that have been inactive for more than 6 months (for the free plan) or that breach these Terms, upon prior notice by e-mail.

5. SUBSCRIPTIONS, PRICES, VAT AND BILLING

5.1. Plans. The Service is offered under a free plan, with reduced features and limits, and under paid plans. The limits of each plan (number of products, stores, members, synchronisation frequency, AI processing quota) are displayed on the website and in the application and may be updated in accordance with Section 15.

5.2. Prices and VAT. Prices are those displayed on the website at the time of purchase, expressed in EUR. The displayed prices include applicable VAT. On the invoice, the taxable base and the VAT are shown separately, in accordance with the Client’s tax regime; for Clients that are taxable persons established in other EU Member States and that provide a valid VAT identification number, the reverse charge regime applies and the invoice is issued without VAT. Under the reverse charge regime, the amount charged remains the listed price — that price becomes the taxable base, with no VAT added to or deducted from the payment.

5.3. Payment. Payment is made in advance for the selected billing period (monthly or annual), through the payment processor Stripe. The Client authorises the Provider to automatically charge the saved payment method on each due date, until the subscription is cancelled. The tax invoice is issued electronically and sent to the account’s e-mail address.

5.4. Price changes. The Provider reserves the right to change subscription prices. For active subscriptions, the new price takes effect at the next renewal, and the Client is notified by e-mail or through the application interface at least 15 days in advance. A Client who does not accept the new price may cancel the subscription before it takes effect.

5.5. Refunds. The Service is provided on a recurring subscription basis. Cancelling the subscription during a billing cycle stops the renewal, access continuing until the end of the period already paid for; no refunds are granted for the period already consumed. By way of exception, the Client is entitled to a refund: (a) in the situations set out in Section 16, for Clients who qualify as consumers; (b) pro-rata to the unused period, in the event of termination at the Provider’s initiative without cause (Section 12.3) or of a material change to the Terms which the Client does not accept (Section 15.3); (c) pro-rata to the duration of the unavailability, if the Service was unjustifiably unavailable for more than 48 consecutive hours, upon the Client’s request. Nothing in these Terms limits the mandatory rights of consumers.

5.6. Trial period. A trial period without an attached payment method expires automatically at the end of the communicated interval, without any charge; upon expiry, the account moves to the free plan, with its limits. Automatic charging at the end of the trial period applies exclusively to trial periods started with an attached payment method, in which case the Client is informed in advance and may cancel at any time before expiry.

5.7. Non-payment. In the event of repeated payment failure, the Provider may suspend access to the paid features and move the account to the free plan, after notifying the Client by e-mail.

5.8. The free plan. The free plan is provided “as is”, without warranties of availability or continuity, and may be changed or discontinued upon reasonable notice.

6. CLIENT OBLIGATIONS AND ACCEPTABLE USE

The Client undertakes NOT to use the Platform for: 6.1. Uploading or processing personal data for which it has no valid legal basis, including special categories of data (Art. 9 GDPR), or data of third parties without a mandate. 6.2. Reverse engineering, decompiling or attempting to extract the source code of seenly.ad. 6.3. Reselling, sublicensing or sharing the account with unauthorised third parties (account sharing). 6.4. Vulnerability testing (penetration testing) without the Provider’s written consent. 6.5. Using the service to train competing AI models using the data or analyses provided by Seenly.

6.6. Exploiting errors, bugs or pricing/quota loopholes of the Platform to obtain access, features or consumption beyond the limits of the contracted plan — such usage constitutes a serious violation of these Terms (see also Sections 12.2 and 12.4).

6.7. Transmitting, through the Platform, to the connected channels, products or content that breach the policies of those channels or the applicable legislation (prohibited or counterfeit products, misleading price or availability information). The Client is solely responsible for the content of its feeds and campaigns.

7. INTELLECTUAL PROPERTY

7.1. The Provider’s rights. All rights in the seenly.ad Platform, including but not limited to source code, graphics, analysis and labelling algorithms, design, logos and databases, are the exclusive property of NOVA MASTERCLASS MARKETING SRL. The Client receives only a limited, non-exclusive and revocable right of use for the duration of the subscription.

7.2. Client Data. The Client retains all ownership rights over its data (product feeds, costs and margins, orders, data retrieved from the connected accounts). The Client grants the Provider a non-exclusive licence, limited to the term of the Agreement, to store, process, analyse and transmit such data to the configured channels, strictly for the purpose of providing the Service.

7.3. Aggregated data. The Client agrees that the Provider may use anonymised and aggregated data, which does not identify the Client, its stores or its end customers, for improving the Service and for market statistics (for example, average benchmark values per product category).

7.4. Feedback. Suggestions submitted by the Client may be freely implemented by the Provider, without any obligation of payment or confidentiality.

8. SERVICE AVAILABILITY (SLA)

8.1. The Provider uses commercially reasonable efforts to ensure a Service availability of 99% per year.

8.2. Exceptions. Downtime does not include: a) planned maintenance, announced in advance; b) unavailability, quota limits or API changes of the Connected Platforms; c) the Client’s own connectivity issues; d) force majeure events or cyber attacks.

8.3. The Service is provided “AS IS” and “AS AVAILABLE”, within the limits of mandatory legal provisions.

9. LIMITATION OF LIABILITY

9.1. General exclusion. To the maximum extent permitted by law, NOVA MASTERCLASS MARKETING SRL, its employees, affiliates and partners shall NOT be liable for: a) indirect losses, loss of profit, loss of data, missed business opportunities or reputational damage; b) the outcome of budget, bidding, pricing or strategy decisions taken by the Client on the basis of the reports, labels or recommendations generated by the Platform; c) product disapprovals, account suspensions or sanctions applied to the Client by Google, Meta, TikTok, eMAG or other platforms; d) configuration errors in the Client’s accounts (conversion tags, attribution, consent, tags installed on the website) and the missing data caused by them; e) the content of the Client’s feeds and campaigns.

9.2. Liability cap. The Provider’s total liability towards the Client for any claim arising out of this Agreement shall not exceed the total amount paid by the Client to the Provider in the 3 months preceding the event that caused the damage.

9.3. Use of reports. The reports and recommendations generated by Seenly are informative. The Client assumes full responsibility for the way in which it interprets them and acts upon them.

9.4. Limits. The limitations in this Section do not apply in the event of wilful misconduct or gross negligence of the Provider, in the event of personal injury, nor to the extent that the law does not permit the limitation of liability, including towards consumers.

10. DATA PROTECTION (GDPR)

10.1. The parties agree that, in the context of the processing of personal data entered into or retrieved through the Platform: the Client acts as Data Controller, and the Provider acts as Data Processor.

10.2. The full details regarding data processing, including the list of sub-processors and the security measures, are governed by the Privacy Policy, by the Data Processing Agreement (DPA) and by the Sub-processors list, which form an integral part of this Agreement.

10.3. seenly.ad’s use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements, as detailed in the Privacy Policy.

11. CONFIDENTIALITY

11.1. The parties undertake to keep confidential the commercial, technical or financial information (including access keys and tokens, costs and margins, turnover, negotiated prices) to which they have access during the term of the Agreement.

11.2. This obligation remains in force for 3 years after the termination of the Agreement.

12. TERMINATION

12.1. By the Client: The Client may cancel the subscription at any time from the account settings. Access continues until the end of the paid period.

12.2. By the Provider, with immediate effect (for cause): The Provider may terminate the Agreement immediately and suspend or delete the account without prior notice in cases of: non-payment; serious violation of the Terms (e.g., API abuse, scraping, account sharing); exploitation of errors, bugs or pricing/quota loopholes of the Platform; usage generating disproportionate costs or technical risks for the Provider; legal requirements.

12.3. By the Provider, without cause (termination for convenience): The Provider may terminate the Agreement at any time, without being required to state a reason, with 30 days’ prior notice sent to the account e-mail address. In such case: (a) amounts prepaid for the unused period after the termination date are refunded pro-rata; (b) during the notice period the Client may export its data (CSV/JSON) and remains responsible for migrating dependent services; (c) if the Client’s store runs on the Seenly CSS, switching to another CSS can be done at any time through Google’s official procedure, independently of the Provider.

12.4. Fair use and regularisation: If usage of the Service repeatedly or manifestly exceeds the reasonable limits of the contracted plan, or takes advantage of a pricing, quota or functional error of the Platform, the Provider may, upon e-mail notice: temporarily limit the affected features, adjust the subscription to the plan matching actual usage (effective from the date of the notice), or suspend the account pending clarification. The correction of a pricing error gives rise to no claims for the period prior to the notice.

12.5. Effects of Termination: Upon termination, the Provider will delete the Client’s Data in accordance with retention policies (typically 30 days after closure), except for data required for tax records.

13. FORCE MAJEURE

Neither party is liable for failure to perform its obligations in the event of force majeure (war, pandemics, natural disasters, fires, major outages of the global internet network, massive cyber attacks).

14. GOVERNING LAW AND DISPUTES

14.1. This Agreement is governed by Romanian law.

14.2. Any dispute shall be settled amicably. If this is not possible, the dispute shall be referred to the competent courts of the Provider’s registered office (Bucharest, Romania). For Clients who qualify as consumers, Section 17 and the rules of jurisdiction laid down mandatorily in favour of the consumer apply in addition.

15. AMENDMENTS TO THE TERMS

15.1. The Provider may amend these Terms at any time, including plans, usage limits and associated policies. The current version, together with its effective date, is permanently published on the website.

15.2. Material changes (significantly affecting the Client’s rights or costs) are notified at least 15 days before taking effect, via e-mail or in-app. Changes required by law, or changes that do not reduce the Client’s rights, may take effect immediately.

15.3. If the Client does not agree with a material change, it may terminate the Agreement before the change takes effect (with a pro-rata refund of amounts prepaid for the unused period). Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

16. RIGHT OF WITHDRAWAL (CONSUMER CLIENTS)

16.1. Scope. This Section applies exclusively to a Client who qualifies as a consumer — a natural person acting for purposes outside their commercial, industrial, craft or professional activity. Legal entities and self-employed persons contracting for professional purposes do not benefit from the right of withdrawal.

16.2. The period. The consumer has the right to withdraw from the contract, without having to justify the decision and without penalties, within 14 calendar days from the date the distance contract was concluded (the date the subscription was confirmed), in accordance with Romanian Government Emergency Ordinance no. 34/2014 (implementing Directive 2011/83/EU).

16.3. How it is exercised. By sending an unequivocal statement to [email protected] — either in free text or using the model withdrawal form set out in point 16.7. The deadline is met if the statement is sent before the 14-day period expires.

16.4. Immediate commencement of the supply of the Service. The Service is a digital service supplied immediately after the account is activated. By activating the subscription, the consumer expressly requests that the supply of the Service begin before the withdrawal period expires and acknowledges that, once the Service has been fully performed, the right of withdrawal is lost, in accordance with the exceptions set out in Art. 16 of Emergency Ordinance no. 34/2014. If the consumer withdraws after the supply has begun but before full performance, the consumer owes an amount proportionate to what has been supplied up to the moment the withdrawal was communicated, in relation to the total value of the contract.

16.5. Refund. The Provider refunds the amounts due, less the proportionate amount set out in 16.4, within no more than 14 days from the date on which it was informed of the withdrawal, using the same means of payment as that used for the initial transaction, without any additional cost for the consumer.

16.6. Distinction. The right of withdrawal set out in this Section is distinct from the cancellation of the subscription under 12.1, which stops the renewal but does not give the right to a refund of the period already consumed.

16.7. Model withdrawal form. To ETIENNE SOLUTIONS SRL, Bucharest, Romania, CUI 40078645, e-mail [email protected]: “I hereby give notice that I withdraw from my contract for the supply of the following service: seenly.ad subscription, plan ____. Ordered on ____ . Name of the consumer: ____ . Address of the consumer: ____ . E-mail address of the account: ____ . Date: ____ .”

17. COMPLAINTS AND ALTERNATIVE DISPUTE RESOLUTION

17.1. Any complaint may be sent to [email protected]. The Provider responds within no more than 30 days from the registration of the complaint.

17.2. ANPC. Consumers may contact the Romanian National Authority for Consumer Protection (Autoritatea Națională pentru Protecția Consumatorilor): anpc.ro. Information about alternative dispute resolution (ADR/SAL) is available at anpc.ro/ce-este-sal.

17.3. At European level. The European Online Dispute Resolution (ODR) platform was discontinued on 20 July 2025, following Regulation (EU) 2024/3228; references to it are no longer valid. Consumers may consult the list of alternative dispute resolution bodies in the Member States on the European Commission’s Consumer Redress in the EU portal and, for cross-border disputes, may contact the European Consumer Centre Romania (ECC Romania), eccromania.ro.

17.4. Recourse to these mechanisms is optional and does not affect the consumer’s right to bring proceedings before the competent courts.