Terms and Conditions.

Agreement

means these Terms and Conditions together with the Data Processing Agreement, the Privacy Policy, and the applicable order form, each incorporated by reference.

Client

means the business entity that has entered into this Agreement with Theron AI.

DPA

means the Data Processing Agreement executed between Theron AI and the Client.

Go-Live

means the date on which the Services first become operational for the Client following onboarding.

Lead

means an individual who contacts, or is contacted by, the Client through the Services.

Services

means Theron AI's AI-powered lead response, qualification, booking, and escalation service, delivered via WhatsApp, SMS, email, and web forms, together with the associated client portal.

Theron AI / Theron / we / us / our

refer to the entity identified in Schedule A.

2.1 The Services are supplied on a business-to-business basis only and are not offered to consumers. By entering into this Agreement, the Client confirms it is acting for purposes relating to its trade, business, or profession.

2.2 Consumer protection provisions, including the fourteen-day right of withdrawal for distance contracts under Government Emergency Ordinance No. 34/2014, do not apply to this Agreement.

2.3 By signing the applicable order form or creating a portal account, the Client accepts this Agreement in its entirety, including the DPA and Privacy Policy.

3.1 Theron AI shall provide: (a) automated response, qualification, booking, and escalation across WhatsApp, SMS, email, and web form inquiries; (b) a client portal providing visibility into Leads, conversations, and performance analytics; (c) escalation of conversations identified by the system as requiring human handling; and (d) configuration and ongoing tuning of the system to the Client’s business.

3.2 The Services rely on artificial intelligence models, which may produce inaccurate, incomplete, or contextually incorrect output. The escalation function is designed to mitigate, but does not eliminate, this risk. The Client is responsible for reviewing escalated conversations promptly and for the accuracy of communications ultimately sent to Leads under its business name.

4.1 Communications generated by the Services — including statements as to price, availability, timeframes, or service descriptions — are automated communications and do not constitute contractual offers capable of binding either party.

4.2 The Client is responsible for the content communicated to Leads under its business name and for honouring or correcting any automated statement. Theron AI is not liable for the commercial consequences of an AI-generated statement, including any price the Client elects to honour.

4.3 The Client shall review the configured messaging, pricing inputs, and qualification logic prior to Go-Live and confirm their accuracy and compliance with applicable law. Configuration inputs supplied by the Client remain the Client’s content and responsibility.

5.2 Theron AI does not provide regulatory advice. The Client must satisfy itself that the configured system complies with the rules applicable to its sector prior to Go-Live.

The Client shall:

1. a.provide accurate business information, pricing, availability, and configuration inputs;
2. b.obtain all consents required by law to message its Leads, including under Law No. 506/2004 and applicable WhatsApp Business Platform policies;
3. c.ensure Leads are informed they may be interacting with an AI system, as required under Article 50 of the EU AI Act;
4. d.act as Data Controller for its Leads' personal data and establish a valid legal basis for processing, including any condition required under Article 9(2) GDPR where Special Category Data is involved;
5. e.execute the DPA prior to onboarding;
6. f.not use the Services for unlawful, deceptive, harassing, or unsolicited bulk messaging;
7. g.maintain the confidentiality of portal credentials and notify Theron AI promptly of any suspected unauthorized access;
8. h.review and act upon escalated conversations promptly; and
9. i.export, via the client portal, any Lead data it wishes to retain prior to automated deletion under Clause 12.

Breach of this Clause 6 may result in immediate suspension of the Services.

7.1 Fees are determined by the pricing tier selected at signup and are set out in the applicable order form.

7.2 Fees commence at Go-Live and are billed monthly in advance, payable within fourteen (14) days of invoice.

7.3 Fees are exclusive of value-added tax, which is applied at the prevailing rate. For cross-border business-to-business supplies within the European Union, the reverse charge mechanism applies where the Client provides a valid VAT number. Invoices are issued through the Romanian RO e-Factura system where applicable.

7.4 Late payment accrues statutory interest and Theron AI may suspend the Services following fourteen (14) days’ written notice of non-payment, in accordance with Law No. 72/2013 on combating late payment in commercial transactions.

7.5 Theron AI may revise its fees on thirty (30) days’ written notice, effective from the next billing period. Where the Client does not accept a fee change, it may terminate this Agreement prior to the change taking effect without penalty.

8.1 No Minimum Term. This Agreement has no minimum term. The Services are provided on a rolling monthly subscription for as long as the Client elects to continue, subject to this Clause 8.

8.2 Renewal. The subscription renews automatically at the end of each monthly period unless cancelled in accordance with Clause 8.3. (This clause requires the Client's separate express written acceptance, obtained through the onboarding Order Form, in accordance with Article 1203 of the Romanian Civil Code.)

8.3 Cancellation. The Client may cancel this Agreement by written notice to contact@teron.ai, identifying the Client’s account. Cancellation is not available as an automated, instant action within the client portal. The Client is asked, though not required as a condition of cancellation’s effectiveness, to state its reason for cancelling. Notice must be received at least fourteen (14) days before the end of the then-current billing period to take effect at the close of that period; notice received with less than fourteen (14) days remaining takes effect at the close of the following period. Fees already paid for the current period are non-refundable, except as provided in Clause 9.

8.4 Termination for Cause. Either party may terminate for a material breach not remedied within fifteen (15) days of written notice. Theron AI may terminate or suspend the Services immediately for non-payment, unlawful use, or breach of Clause 6. (This clause requires the Client's separate express written acceptance, obtained through the onboarding Order Form, in accordance with Article 1203 of the Romanian Civil Code.)

8.5 Onboarding. Theron AI will use reasonable efforts to complete onboarding and reach Go-Live within a commercially reasonable period following receipt of all required configuration inputs and platform access from the Client. Delays attributable to incomplete inputs, Meta verification timelines, or third-party approvals do not constitute a breach by Theron AI.

8.6 Effect of Termination. On termination, portal access ends on the effective date. Lead data is deleted in accordance with Clause 12. Export of Lead data is available to the Client prior to the effective date and is the Client’s responsibility.

9.1 If Theron AI does not deliver a faster average lead response time than the Client’s disclosed baseline within the first thirty (30) days following Go-Live, the Client shall not be charged for that month.

9.3 This guarantee constitutes the Client’s sole and exclusive remedy for failure to meet the performance standard described above, and is limited to the fees for the applicable month. (This clause requires the Client's separate express written acceptance, obtained through the onboarding Order Form, in accordance with Article 1203 of the Romanian Civil Code.)

10.1 The WhatsApp Business number, associated WhatsApp Business Account, and Meta API access used to deliver the Services are provisioned and owned by Theron AI. On termination, the Client’s access ceases and the number is not transferred to the Client.

10.2 In recognition that the Client may have used the number in public-facing materials, Theron AI will maintain the number active with an automated message directing contacts to the Client’s alternative details for fourteen (14) days following termination, at no additional charge. After this period, the number may be reassigned or deactivated at Theron AI’s discretion. The Client is responsible for updating its own public-facing materials during this period, and continued public use of the number thereafter is at the Client’s own risk.

11.1 The Services depend on third-party platforms, including Meta’s WhatsApp Business Platform, AI model providers, and hosting infrastructure. The Client acknowledges that: (a) these platforms may change their terms, pricing, rate limits, or availability without notice to Theron AI; (b) Meta may restrict, suspend, or prohibit use of a messaging number for policy reasons, including reasons attributable to message content or recipient reports; and (c) Theron AI is not liable for disruption, suspension, or data loss caused by a third-party platform, except to the extent caused by Theron AI’s own negligence or breach.

11.2 Where a change to a third-party platform renders the Services materially unviable, either party may terminate this Agreement on thirty (30) days’ notice without penalty.

12.1 Lead personal data is automatically deleted thirty (30) days after the relevant conversation closes. Aggregated performance metrics containing no personal data are retained for the duration of this Agreement.

12.2 The Client is responsible for exporting, via the portal, any Lead data it wishes to retain prior to deletion. Theron AI is not liable for the loss of Lead data deleted in accordance with this Clause, including any commercial loss arising from the Client’s failure to export such data.

12.3 A Client subject to a legal or professional record-retention obligation inconsistent with this Clause must notify Theron AI in writing prior to onboarding so an alternative period may be agreed in the DPA. Absent such notice, the thirty-day default applies, and responsibility for any resulting compliance gap rests with the Client. (This clause requires the Client's separate express written acceptance, obtained through the onboarding Order Form, in accordance with Article 1203 of the Romanian Civil Code.)

13.1 Each party shall keep the other’s confidential information private, use it solely for the purposes of this Agreement, and protect it with reasonable care. This obligation survives termination for three (3) years.

13.2 Theron AI shall not contact the Client’s Leads for its own commercial purposes, market its services to them, sell or share the Client’s Lead data, or use the Client’s Lead lists or conversation content for any purpose other than delivering the Client’s Services. This obligation is absolute and survives termination.

Each party shall comply with GDPR and Law No. 190/2018. The Client acts as Data Controller and Theron AI as Data Processor for Lead data. The DPA governs this relationship and is incorporated into this Agreement; in the event of conflict on data protection matters, the DPA prevails.

15.1 Theron AI retains all right, title, and interest in its software, AI prompt architecture, sub-agent system, orchestration logic, portal, and documentation. Nothing in this Agreement transfers ownership of Theron AI’s technology.

15.2 The Client retains ownership of its business data, branding, Lead data, and conversation content, and grants Theron AI a limited licence to use such materials solely to deliver the Services.

15.3 Feedback provided by the Client may be used by Theron AI to improve the Services without obligation or compensation.

16.1 Figures, calculators, projections, case studies, or illustrative results presented on Theron AI’s website or in sales materials are indicative only and do not form part of, or constitute a commitment under, this Agreement. The only performance commitment made by Theron AI is set out in Clause 9. Where marketing materials conflict with this Agreement, this Agreement prevails.

16.2 Conversion rates and lead volumes depend on factors outside Theron AI’s control, including the Client’s pricing, market conditions, lead quality, and the Client’s own follow-through on escalated conversations.

Theron AI warrants that it will provide the Services with reasonable skill and care. Except as expressly stated in this Agreement, all other warranties are excluded to the maximum extent permitted by law, including any warranty that the Services will generate a specific volume of leads, bookings, conversions, or revenue.

18.1 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation. In accordance with Article 1355 of the Romanian Civil Code, liability for intentional acts or gross negligence cannot be excluded in advance, and this Clause is to be read accordingly.

18.2 Statutory Data Protection Liability. Under Article 82 GDPR, a data subject may bring a claim directly against a processor for damage caused by processing that breaches processor obligations or the controller’s lawful instructions. No provision of this Agreement excludes or limits that statutory liability. As between the parties, the Client is responsible for the lawfulness of processing, consent, and legal basis, and Theron AI is responsible for processing in accordance with instructions and for the security of its systems.

18.3 Subject to Clauses 18.1 and 18.2, and to the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, or consequential loss, including lost profits, lost leads, lost business opportunity, or reputational harm; and (b) Theron AI’s total aggregate liability arising out of or in connection with this Agreement is limited to the total fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim. (This clause requires the Client's separate express written acceptance, obtained through the onboarding Order Form, in accordance with Article 1203 of the Romanian Civil Code.)

The Client shall indemnify Theron AI against claims, losses, and reasonable costs arising from: the Client’s breach of this Agreement; messaging sent on the Client’s behalf that breaches applicable law, Meta policy, or sector regulation; the Client’s failure to obtain required consents or establish a valid Article 9(2) condition; regulatory action arising from the Client’s own communications; or content and configuration inputs provided by the Client. This indemnity does not extend to claims arising from Theron AI’s own negligence or breach of the DPA.

Neither party is liable for failure to perform caused by events beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, government action, failure of telecommunications or internet infrastructure, or third-party platform outage. Affected obligations are suspended for the duration of such event. Where the event persists beyond thirty (30) days, either party may terminate this Agreement.

21.1 Assignment. The Client may not assign this Agreement without Theron AI’s written consent. Theron AI may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of business.

21.2 Subcontracting. Theron AI may engage subcontractors and sub-processors, remaining responsible for their performance.

21.3 Entire Agreement. This Agreement, the applicable order form, and the DPA constitute the entire agreement between the parties and supersede all prior discussions, proposals, and marketing materials.

21.4 Severability. If any provision is held unenforceable, the remaining provisions continue in full force.

21.5 Waiver. Failure to enforce any right under this Agreement does not constitute a waiver of that right.

21.6 Notices. Notices to Theron AI shall be sent to contact@teron.ai. Notices to the Client shall be sent to the email address on the Client’s account.

21.7 Survival. Clauses 12, 13, 15, 16, 17, 18, 19, and 22 survive termination of this Agreement.

This Agreement is governed by the laws of Romania. The parties submit to the exclusive jurisdiction of the competent courts of Cluj-Napoca, Romania. (This clause requires the Client's separate express written acceptance, obtained through the onboarding Order Form, in accordance with Article 1203 of the Romanian Civil Code.)

The clauses identified throughout this Agreement as requiring separate written acceptance are set out in full above. They are accepted by the Client through express separate acceptance of each item on the Order Form executed at onboarding, as required under Article 1203 of the Romanian Civil Code.