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General terms of service


I. TERMS

  1. Service system– A system created by the Company, in which the Client, using the access data provided by the Company, is entitled to manage the ordered Services and their results, submit claims for deficiencies in the Services, register new orders or errors, as well as perform other actions provided by the functionality of the Service system.
  2. Representative– any employee of the Company who works under an employment contract, as well as any consultant of the Company who provides services under any other legal contract with the Company.
  3. Author's property rights– the author's exception rights provided for in the Copyright and Related Rights Law of the Republic of Latvia (and in the relevant legal acts of the Republic of Latvia), which the author is entitled to fully or partially transfer to any Third Parties.
  4. Author– the creator of the intellectual property object.
  5. Company– a limited liability company registered in the Republic of Latvia SIA "devtouch!", registration no 40203607282, legal address: Avotu iela 8k-1-25, Riga, LV-1011
  6. Working group– a group of authorized representatives of the Company and the Client, responsible for cooperation during the provision of Services, and whose composition is recorded in the Working group list (Appendix No. 1 of the Rules).
  7. Dedicated team– Representatives assigned according to the Client's Order, who are engaged in work directly with the specific Client.
  8. Functional Requirements Document– a document that specifies the functional requirements of the Project.
  9. Warranty– a guarantee of the quality of Services, which stipulates that the Company will rectify any deficiencies in the provided Services (Critical Errors, Errors) free of charge during the Warranty period in accordance with the terms specified in the Regulations.
  10. Warranty Period– a period of 6 (six) calendar months, counted from the date of signing the Acceptance-Transfer Act (unless a different moment is specified in the Act), during which the provided Services are covered by the Warranty.
  11. Intellectual Property– a set of rights to the results of intellectual activity and related objects that are protected under laws and international agreements.
  12. Error– a discrepancy between the procedures or actions specified in the documents and the description, which has occurred without the fault of the Client or Third Parties, if the described result can be achieved by performing other actions that do not require special preparation.
  13. Client– any natural or legal person that orders Services from the Company.
  14. Consultations– consultations provided by the Company to the Client regarding the Company's services, projects, or other issues for which the Client has submitted an Order.
  15. Critical Error– non-compliance with the essential procedures or actions of the system specified in functional or procedural documents, arising without the fault of the Client or Third Parties, if the described result cannot be achieved by performing other actions that do not require special preparation.
  16. License– a document that certifies the rights to the license object (intellectual property).
  17. License Agreement– a written agreement whereby one party (the licensor) grants the other party (the licensee) the rights to use the license object under certain conditions and in a specified territory, while the licensee agrees to pay compensation for the use of the license object.
  18. Services– all services provided by the Company, the list of which may be continuously updated or changed and to which these Terms apply. If certain points apply only to specific types of services, this is specified separately in the Terms.
  19. Service Provision Report– a document in which the Company indicates the date, a detailed description of the provided Services, and the time consumed (Appendix No. 2).
  20. Acceptance-Transfer Act– a document by which the parties confirm that the Services have been provided properly, qualitatively, and within the agreed timeframe (Appendix No. 3).
  21. Project– a type of service provision with a defined start and end date, aimed at achieving a unique result.
  22. Website– the Company's website www.devtouch.lv.
  23. Terms- these general service provision terms, as well as the special terms included in the Order along with all appendices.
  24. Tariffed Services- a type of service provision where payments are made according to the service provision report at a specified hourly rate.
  25. Third parties- any natural or legal person that is not the Company or the Client.
  26. Order- the special part of the terms for ordering specific Services and establishing specific working conditions.

 

II. PURPOSE AND APPLICATION OF THE TERMS

  1. The purpose of these Terms is to establish the legal and organizational conditions applicable to the cooperation between the Company and the Client in ordering, providing, and executing the Services.
  2. The Terms are binding on all Clients who have signed the Order and are in effect until all obligations are fully fulfilled. The Terms are presented to the Client before negotiations begin on concluding the Order.
  3. The Company has the right to change or supplement the Terms at its discretion. The new version is published on the Website and may be sent to the Client's email at the Company's discretion. The version of the Terms that was in effect at the time of signing applies to the existing Order.

 

III. TYPES OF SERVICES

  1. The current types of Services are indicated on the Website. The Company has the right to change them by notifying on the Website. Changes take effect on the day of their publication.
  2. If the Order has already been signed, the Company is obliged to complete the provision of the Service in accordance with the agreed terms, even if the relevant service is no longer advertised on the Website.
  3. The parties may agree on other Services not listed on the Website by signing an individual Order; in that case, these Terms shall apply in full.

 

IV. ORDERING OF SERVICES

1. Before ordering any Service, the Client is obliged to familiarize themselves with these Terms. By signing the Order, the Client confirms that they have read the Terms, agree to them, and undertake to comply with them.

2. Methods of ordering Services:

2.1. In writing, by contacting the Company or its Representative via email;

2.2. By phone, by contacting the Company or its Representative;

2.3. Using the Service system (for existing Clients).

3. The Company responds to the Client's request within 3 (three) working days. In the case of a positive response, the parties agree on the main terms and sign the Order. The Terms are an integral part of the Order. In case of contradictions, the priority is given to the special terms specified in the Order.

 

V. ORDERING, PROVIDING, AND HANDING OVER OF SERVICES

1. Services may be provided in the following ways (Service delivery models):

1.1. Project;

1.2. Dedicated team;

1.3. Tariffed services;

1.4. License.

2. Project:

2.1. The Client, when ordering Services provided in the form of a Project, submits to the Company a technical assignment (description of the ordered Project) for initial evaluation. If it is not possible to determine all functional requirements during the initial evaluation, the Company proposes to prepare a Functional Requirements Document; after its approval, an Order for the Project is submitted. To prepare the Functional Requirements Document, the Parties sign an Order for consultation.

2.2. In implementing the Project, the Company has the right to act independently, make decisions regarding the progress of the Project and changes to the deadlines, provided that the final agreed deadline is not changed and the agreed result is achieved in accordance with the Functional Requirements Document and/or the Order.

2.3. For the implementation of the Project, a Working Group is established at the time of signing the Order or within 3 (three) working days after signing the Order. The composition of the Working Group can be changed by written agreement by signing a new Appendix 1. Each Party must appoint a leader in the Working Group who will be responsible for submitting proposals, notes, requirements, or notifications to the other Party. The leader of the Working Group has the right to approve and sign orders for additional services, Acceptance-Transfer Acts, and other documents necessary according to the regulations on behalf of the Party, and such approval or signature by the leader of the Working Group is binding on the respective Party.

2.4. The persons delegated by the Client to the Working Group are responsible for the timely and proper submission of all information, documents, and materials to the Company. The Company is not obliged to verify the submitted information, documents, and materials, but has the right to request additional information, documents, or materials or clarification.

2.5. All working group meetings must be documented. The protocol is prepared by a person appointed by the working group and sent to the working group no later than 1 (one) business day.

2.6. At the Client's request, the Company is obliged to submit a progress report on the Project no later than 14 (fourteen) calendar days.

2.7. The Client is obliged to provide the Company with the opportunity to use all Client information, documents, materials, tools, and intellectual property throughout the duration of the Order to successfully implement the Project. For this purpose, if necessary, the Client must provide the Company's Representatives with the opportunity to deliver part of the Project services at the Client's office or other Client premises.

2.8. All Copyrights of the Author for the Project (excluding the Author's copyrights for specific objects (works) specified in the Orders, which are used in the implementation of the Project but are the property of the Company, and/or the Author's copyrights for licensed software used by the Company in providing the Services, and/or excluding specific copyrights of the Author specified in the Orders) are transferred to the Client at the moment when the Client has fully and timely settled with the Company according to the specific Order. At the Client's request or in cases where it is provided for in the Order, the transfer of the Author's copyrights is formalized with a separate transfer act (Appendix No. 4). In the event of a delay in the Client's payment, it is considered that the Client has no right to use the Project developed by the Company and/or any part thereof, and the Company has the right to take all reasonable measures to prevent any possible illegal use of the Company's Intellectual Property. As long as the Client does not have ownership rights to the Project, they have no right to use the results of the Service – the Project or any part thereof – either directly or by transferring the rights of use to Third Parties, regardless of whether Acceptance-Transfer acts for the provision of Services have been signed.

2.9. The Order and/or the act of transfer of the Author's copyrights specifies which specific Copyrights of the Author the Company transfers to the Client and which the Client acquires. Without prior written consent from the Company, the Client has no right to use any other Author's rights that have not been transferred to them, or any other Intellectual Property that has not been separately transferred to them.

2.10. The project is handed over to the Client according to the Acceptance-Transfer Act (Appendix No. 3). The Company has the right to submit interim Acceptance-Transfer Acts and/or the final Acceptance-Transfer Act of the Project to the Client. The Client's Project Group Leader is obliged to provide reasoned comments on identified deficiencies in the Services or to confirm the Acceptance-Transfer Act within 5 (five) calendar days after receiving the act via email. The act can be confirmed via email by replying to the letter to which it is attached, and this is considered proper confirmation. If the Company has not received written reasoned comments or a confirmed/signed act by the sixth calendar day after sending the act, the Services are considered duly provided, and the Company has the right to issue a VAT invoice and submit it to the Client along with the Company-signed act. If the Client submits reasoned claims in a timely manner, the Company is obliged to rectify the quality deficiencies of the Services in accordance with the procedure specified in Section VII of the Regulations.

2.11. If the Client has reasoned claims regarding part of the Services, but the remaining part of the Services can be used independently, the Client does not have the right to refuse to sign the Acceptance-Transfer Act for the duly provided Services, and the procedure specified in point 2.10 applies to the transfer of such parts.

3. Dedicated team:

3.1. The Client, when ordering Services provided by the Dedicated Team, submits to the Company a list of professions/specialties, indicating the specific number of persons and the duration for which specialists are needed.

3.2. The Client has the opportunity to control the work of the Dedicated Team and provide direct instructions regarding the execution order, conditions, and deadlines for the work.

3.3. The Client must provide appropriate conditions for the provision of services, including the possibility to work in the Client's office or other premises and the necessary work tools.

3.4. The Client must provide the Dedicated Team with all information, documents, data, materials, and intellectual property necessary for the provision of the Services.

3.5. The Parties agree that the Client is solely responsible for the outcome of the Service, while the Company is responsible for ensuring that the team members perform the tasks assigned by the Client in a timely and proper manner. If the Client is not satisfied with the work of the entire team or individual members, they may propose a change of members in the manner specified in section 3.8.

3.6. All results generated during the provision of the Services belong to the Client from the moment of their creation. All economic and moral rights of the Author to all objects of Intellectual Property (programs, databases, source code, electronic content, inventions, etc.) created by the Dedicated Team under the Order belong to the Client to the maximum extent permitted by law in all territories for the entire duration of the rights' validity (except for the intellectual property owned by the Company that the team uses in the work process).

3.7. The Client, when preparing schedules or providing instructions, ensures compliance with the Labor Code of the Republic of Latvia and other employee rights protection acts; schedules and instructions must be coordinated with the team leader.

3.8. Team members may only be changed or the list supplemented with the written agreement of the Parties. The Client must notify the Company of the need for changes 30 calendar days in advance. If the Client reports dissatisfaction with the work, the Company will replace specialists within 28 days or unilaterally terminate the Order in accordance with section 6 of part X.

4. Charged Services:

4.1. When ordering Charged Services, the Client specifies which Services are being ordered, for what term, or how much of the Service (in hours) is being ordered.

4.2. According to the tariff, the Client may order programming, maintenance, service, training, consulting, and any other Services provided by the Company if there is no clear Project and the Client does not want a Dedicated team.

4.3. A Working Group may be established at the time of signing the Order or within 3 (three) working days after signing the Order for the provision of Services. The members of the Working Group may be changed by written agreement by signing a new Appendix No. 1. Each party in the Working Group must appoint a leader who will be responsible for providing proposals, notes, requests, or notifications to the other party. The leader of the Working Group has the right to confirm and sign additional service orders, reports, and other documents requested under the Terms on behalf of the party, and such confirmation or signature by the leader of the Working Group is binding on the respective party. If the Working Group is not established, the rights and obligations of the Working Group leader are assumed by the Company's Representative and the Client's delegated representative.

4.4. Upon receiving a request for the provision of Tariffed Services, the Company submits an offer with the service delivery deadlines after assessing the situation. If the Client agrees, all terms are recorded in the Order and it is signed. The Company has the right to change the agreed deadlines if it does not receive the necessary information and/or documents from the Client in a timely manner.

4.5. By mutual agreement of the Parties and as provided in the Order, the Company prepares a Service Provision Report (Appendix No. 2) for each calendar month. The Service Provision Report must be submitted to the Client no later than the 5th (fifth) working day of the new month. If the Client does not submit a written justified complaint within 3 (three) working days from the moment of submission of the report, it is considered that the Service Provision Report is approved, and the Company has the right to issue and submit a VAT invoice to the Client.

4.6. If the Client has justified complaints and they are submitted in a timely manner, the Company is obliged to eliminate the discrepancies in the quality of the Services in accordance with the procedure provided in Section VII of the Regulations.

4.7. When ordering services through the Service System, a separate Order is not signed. After providing the Services ordered through the Service System, the Company submits a report from the Service System to the Client on the provided Services on the last working day of each calendar month and issues a VAT invoice based on it, which must be paid by the specified deadline.

4.8. The Company has no right to use the Client's data stored in the Service System for any purposes other than the provision of services specified in the Order.

4.9. The Company must inform the Client no later than 2 (two) working days in advance about the planned preventive work on the Service System, which may disrupt the operation of the Service System.

4.10. All rights to the Service System, its content, functions, and its technical components, as well as the works contained therein, are protected and exclusively owned by the Company, or the Company uses them legally. No content or other information in the Service System, except for the content uploaded by the Client to the Service System, may be reproduced, copied, published, translated, made publicly available (including publication and public performance), or distributed without prior written consent from the Company.

4.11. Unless the Parties explicitly agree otherwise, no rights to any intellectual property objects located in the Service System are transferred or granted to the Client, except for the content uploaded by the Client to the Service System, which belongs to the Client and is not transferred to the Company's ownership.

4.12. The Client is responsible for the content it uploads to the Service System and is obliged to indemnify the Company for any losses arising from the failure to fulfill or properly fulfill this obligation.

4.13. In the Order, the Parties may discuss the terms of protection and transfer of intellectual property that are not specified in these Terms.

5. License:

5.1. When ordering Services provided under a License, the Client specifies which Licenses it wants, the quantity, and, if necessary, the duration.

5.2. By signing the Order for the acquisition of Licenses, the Client is presented with a License Agreement, which is considered an integral part of the Order (Appendix No. 5 of the Terms).

 

VI. SERVICE PRICES AND SETTLEMENT PROCEDURE

1. Project:

1.1. The project price is determined by mutual agreement of the parties and is confirmed by signing the Order.

1.2. The parties, by signing the Order, determine the advance amount that the Client must pay within 7 (seven) calendar days after signing the Order, as well as interim payments that must be made within 7 (seven) calendar days after the approval of each interim Acceptance-Transfer Act or the expiration of its approval period according to the submitted VAT invoice. The advance is credited to the Client's final payment.

1.3. If the Client does not pay the advance on time, the Company has the right, at its discretion,

1.3.1. to cancel the Order,

1.3.2. to not commence the provision of Services or, if the provision of Services has begun, to suspend them and postpone the deadlines for providing Services by as many days as the Client delays the advance payment. If the Client delays payment for more than 3 (three) calendar days, the Company has the right to extend the deadlines for providing Services at its discretion.

1.4. The final payment according to the Order must be made within 7 (seven) calendar days after the approval of the final Acceptance-Transfer Act or the expiration of its approval period according to the submitted VAT invoice.

1.5. The Company has the right to calculate a penalty of 0.04% of the amount not paid on time for each day of delayed payment.

1.6. The parties have the right to agree on a different settlement procedure and deadlines by signing the Order.

2. Dedicated team:

2.1. The price of the Services is determined by signing the Order.

2.2. The parties, by signing the Order, may specify the advance amount that the Client must pay within 7 (seven) calendar days after signing the Order. The advance is credited with the Client's last payment.

2.3. If the Client does not pay the advance on time, the Company has the right, at its discretion,

2.3.1. to cancel the Order,

2.3.2. not to start Providing the Services or, if the provision of the Services has started, to suspend them and postpone the deadlines for providing the Services by as many days as the Client delays the advance payment. If the Client delays payment for more than 3 (three) calendar days, the Company has the right to extend the deadlines for providing the Services at its own discretion.

2.4.  The Company issues a VAT invoice to the Client for the Services for the current month by the 5th (fifth) day of the calendar month, and the Client is obliged to make payment within 7 (seven) calendar days from the date of submission of the VAT invoice.

2.5.  The Company has the right to calculate a penalty of 0.04% of the amount not paid on time for each day of delayed payment.

2.6.  If the Client delays the payment of the VAT invoice at least once, the Company has the right to demand payment for the Services for the current month and for two months in advance, and the amount paid for two months in advance shall be considered as an advance according to point 2.2 of these rules.

2.7.  The Parties have the right to agree on other payment arrangements and deadlines by signing the Order.

3.Tariffed Services:

3.1.  The price of the Services is determined according to the signed Order.

3.2.  The Parties, by signing the Order, may specify an advance amount that the Client must pay within 7 (seven) calendar days after signing the Order. The advance is credited to the Client's last payment.

3.3.  If provided for in the Order, the Parties shall determine the minimum amount payable to the Company for the calendar month, which is not dependent on the number of hours of Services provided and must be paid to the Company in all cases.

3.4.  If the Client does not pay the advance on time, the Company has the right to act at its own discretion:

3.4.1. cancel Order,

3.4.2. not to start Providing the Service or, if the Service has already started, to suspend it and postpone the deadlines for providing the Service by as many days as the Client delays the advance payment. If the Client delays payment for more than 3 (three) calendar days, the Company has the right to extend the deadlines for providing the Service at its own discretion.

3.5.  The Company issues a VAT invoice for Services to the Client in the order specified in the Order, and the Client is obliged to make payment according to the received VAT invoice within 7 (seven) calendar days from the date of its submission.

3.6.  If the Client delays payment of the VAT invoice at least once, the Company has the right to demand payment for Services for two months in advance, and this amount is considered an advance according to point 3.2 of these rules.

3.7.  The Company has the right to calculate a penalty of 0.04% of the amount not paid on time for each day the payment is delayed.

3.8.  The Parties have the right to agree on another payment procedure and deadlines by signing the Order.

4. Licence:

4.1.  The price of the licenses is confirmed by signing the Order.

4.2.  The Parties, by signing the Order, specify the price to be paid for the Licenses and the frequency of payments.

4.3.  License fees are paid according to the VAT invoice.

4.4.  The Company has the right to calculate a penalty of 0.04% of the amount not paid on time for each day the payment is delayed.

4.5.  The Parties have the right to agree on another payment procedure and deadlines by signing the Order.

 

VII. PROCEDURE FOR REGISTERING AND REMEDYING SERVICE DEFICIENCIES

1. The Company provides Clients with the opportunity to use the Service System, in which the Client has the ability to register Service deficiencies, including errors and damages, as well as to submit tasks to the Company if the Parties agree to this by signing the Order.

2. By signing the Order, which provides that the Client will be given the opportunity to use the Service System, the Company grants the Client a username and password for the Service System.

3. Service deficiencies are addressed.

3.1. At the service delivery stage;

3.2. During the warranty period;

3.3. By providing separate maintenance services.

The Company responds to the Client's registered notification of Service deficiencies and addresses them within the timeframes and procedures specified in the Deficiency Resolution procedure (Annex No. 6 of the Rules).

4. Deficiencies are addressed within the timeframes agreed upon by the parties. The remote resolution method is prioritized for addressing deficiencies; only in situations where deficiencies cannot be resolved remotely, the Company is obliged to appoint a responsible Representative, who must address the deficiencies on-site within the timeframe agreed upon by the parties. The procedure for addressing deficiencies is a separate Annex No. 6 of the Rules.

5. If the Client submits justified claims regarding the deficiencies of the provided Services within the timeframes specified in the Rules, indicating what exactly is inconsistent according to the Order and other documents applicable to the execution of the Services, and the Company determines that the deficiencies arose due to the Company's fault, the parties sign a deficiency resolution schedule. In this case, the parties must consider whether the deficiencies are to be regarded as Critical errors or not, and accordingly apply the further provisions specified in these Rules. In this case, the deficiencies are addressed free of charge.

6. If the Client submits justified claims regarding the deficiencies of the provided Services within the deadlines specified in the Terms, indicating what exactly is non-compliant according to the Order and other documents applicable to the execution of the Services, and the Company finds that the deficiencies did not arise due to the Company's fault, the parties must agree on how such deficiencies will be rectified, and the additional payment to the Company for the rectification of such deficiencies. In this case, the parties must consider whether the deficiencies are to be regarded as Critical Errors or not, and accordingly apply the further provisions specified in these Terms.

7. If the provided Services or any part thereof operates with Critical Errors due to the Company's fault, the Company undertakes to correct the Critical Errors within a reasonable time and to re-deliver to the Client the Services or the part thereof that operated with Critical Errors, in accordance with the procedure specified in Section V of the Terms.

8. Deficiencies in the Services that are not Critical Errors and have arisen due to the Company's fault must be corrected by the Company within a reasonable time; however, these deficiencies cannot affect the acceptance of all Services and do not cancel the Client's obligation to pay for the provided Services.

9. Regardless of whether the Services or any part thereof operates with Critical Errors or Errors, if the deficiencies did not arise due to the Company's fault, the deficiencies cannot affect the acceptance of all Services and do not cancel the Client's obligation to pay for the provided Services.

10. The procedure for rectifying deficiencies During the warranty period and in the event that a separate maintenance service is provided to the Client, the procedure for rectifying deficiencies is specified in the Deficiency Rectification Procedure (Appendix No. 6 of the Terms).

 

VIII. WARRANTIES AND THEIR APPLICATION PROCEDURE

1. The warranty applies to the Project and only to the version of the Project that has been delivered in accordance with the Acceptance-Delivery Act.

2. The warranty does not apply to third-party technical and/or software support or solutions used during the development and/or execution and/or use of the Project, as well as during the provision of programming services within the warranty period.

3. The warranty does not apply if during the warranty period:

3.1.  Modifications to the Project result and/or programming services (additions or changes) are made by a person who is not the Company;

3.2.  The Client or any third party independently, without the Company's consent, changes the installation environment that was configured during the provision of Services.

4. The parties may also agree on a different warranty period and other warranty application conditions in the Order.

 

IX. PARTIES' LIABILITY

  1. If the Company fails to provide the Services on time due to its own fault, then at the Client's request, it pays a penalty of 0.04% of the value of the Services not provided on time for each day of delay in providing the Service. For the purposes of this clause, it is considered that the Services have been provided by submitting the relevant Acceptance-Transfer Act, Service provision report, or other document to the Client.
  2. If a party breaches the obligations set forth in the Rules and/or the Order, it agrees to compensate the other party for the damages incurred and cover the direct losses that the injured party has sustained due to such breach. The parties confirm and agree that, according to applicable laws, compensation for damages does not relieve the party that breached the Rules and/or obligations from further performance of its obligations.
  3. If the Terms, the Order, or any Appendix to the Terms specifies a specific amount of liquidated damages, it does not limit the right to claim direct damages if the liquidated damages do not cover the amount of the incurred loss.
  4. The Company's liability to the Client is limited to the amount that the Client has paid to the Company under the Order for Services, except in cases where applicable laws do not allow for such limitation of liability.
  5. The Services provided by the Company are intended exclusively for the Client, therefore the Company is not liable for any damage (losses) caused by Third Parties.
  6. If the performance of the Services is suspended and/or the Order is terminated due to the Client's fault, as indicated in Section X of the Terms, and the Client has not settled with the Company, it is considered that the Client has no rights to the results of the Services, and any use of the Services and their results without the Company's written consent is considered illegal.
  7. The Company is not responsible for the non-fulfillment or improper fulfillment of obligations specified in the Order if it occurred due to the actions or inactions of Third Parties, as well as for any damage and/or losses arising from the actions or inactions of Third Parties.
  8. Neither party is liable for the indirect losses of the other party.
  9. The Client agrees to ensure that the Company is never subject to any legal liability, obligation to pay, indemnify, or otherwise compensate for any losses or damages arising from the Client's use of the Service System and/or Services. The Client also agrees to indemnify the Company for all and any of its expenses and costs incurred as a result of the Client's use of the Service System and/or Services, disregarding the obligations undertaken.
  10. The parties' liability regarding Licenses is provided for in the License Agreement.
  11. The parties are released from partial or full liability for the proper non-performance or complete non-performance of their obligations if it occurs due to the effects of force majeure circumstances. The parties must immediately, i.e., as soon as possible, inform the other party in writing about the occurrence or cessation of such circumstances (force majeure).

 

X. PROCEDURE FOR WITHDRAWAL, SUSPENSION, AND TERMINATION OF SERVICES

1. The Client has the right to withdraw from part or all of the Services:

1.1. If the Company has commenced the provision of Services, only in the following case:

1.1.1. In the case of project and tariff Services — by notifying the Company at least 30 (thirty) calendar days in advance and paying for the Services actually provided;

1.1.2. In the case of a dedicated team — by notifying the Company at least 180 (one hundred eighty) calendar days in advance and paying for the Services actually provided.

2. If the Client cancels all Services, it is considered that the Order has been terminated at the Client's request, and the Company calculates the amounts payable by the Client, including a penalty (if the Company has the right to apply it according to the Terms) and other amounts for compensation of losses (if the Company has the right to apply them according to the Terms), but the Client is obligated to pay all these amounts by the deadline specified in the VAT invoice.

3. The Company has the right, at its discretion, to suspend part or all of the Services provided to the Client if:

3.1. The Client delays payment for more than 7 (seven) calendar days, unless otherwise provided in other sections of the Terms or in the Order;

3.2. The Client does not provide the information or documents necessary for the provision of Services;

3.3. The Client informs that incorrect, incomplete information or inappropriate documents have been provided, or if significant errors are found in the Project plan;

3.4. The Client improperly uses the Services or commits an infringement of Intellectual Property rights;

3.5. The Client violates these Terms, the conditions of the Order, or any other rules of the Company applicable to him;

3.6. In other cases provided for in the other Terms and their Annexes.

4. The Company sends the Client a notification by email about the suspension of all or part of the Services, indicating the reason and the deadline. The notification must be submitted at least 1 (one) working day before the suspension of the Services.

5. In the case of the Project and Charged Services, if the provision of Services is suspended in accordance with the conditions of this section of the Terms, the timelines for the provision of Services are extended by a period that is not less than the period during which the provision of Services was suspended.

6. In the case of Dedicated Teams, Orders are made for a specific term and monthly ongoing payments are made. If the provision of Services is suspended due to the Client's fault, the Client is obliged to continue paying the monthly fee set by the Company. If the Company is unable to replace the Dedicated Team or part of its members in accordance with Section 3.8 of Rule V, it has the right to unilaterally terminate the Order without any liability, notifying the Client 30 (thirty) calendar days in advance.

7. If the provision of Services is suspended due to the Client's fault for a period longer than 30 (thirty) calendar days, and during this period the Client does not eliminate the reason for the suspension of Services, the Company has the right to terminate the Order by giving written notice 14 (fourteen) calendar days in advance, and the Client is obliged to pay the Company all amounts due and fully compensate the Company's actual losses.

8. The Company has the right to suspend the provision of Services and unilaterally terminate the Order, notifying the Client 3 (three) business days in advance, if it is found that a bankruptcy or restructuring case has been initiated against the Client, or the Client has been registered with the status of a liquidated company, or there are other grounds indicating that the Client will not be able to properly settle for the Services provided, and the Client is obliged to fully settle with the Company.

9. Upon termination of the Order or expiration of the Order term for the provision of Services, these Terms remain in effect only with respect to obligations that remain unfulfilled, as well as with respect to the provisions of Section XI of the Terms.

 

XI. CONFIDENTIALITY AND PROHIBITION OF UNFAIR COMPETITION

  1. The terms of the Order and the parties' discussions regarding the Order terms are considered confidential information. The rules, their Appendices (document forms), Service prices, and other publicly available information are not considered confidential.
  2. By mutual agreement, a separate confidentiality agreement may be signed, Appendix No. 8.
  3. Confidential information must not be disclosed to any Third Party without the prior written consent of the other party, except in cases where applicable laws provide otherwise. If a party is required by applicable laws to disclose confidential information, it must notify the other party of such obligation no later than the next business day after it becomes aware of the obligation to disclose the confidential information.
  4. To prevent the disclosure of confidential information and unfair competition practices, the parties agree that the Client, during the operation of the Order and for two years after the termination or completion of the Order, directly or indirectly, independently or through another person, in its own name or on behalf of any other person, without the prior written consent of the Company, shall not solicit or employ the Company's Representatives, make them job or other offers, nor purchase from the Company's Representatives services that are the same as those provided by the Company.
  5. If the Client violates point 4 of this section, they shall be obligated to pay the Company a penalty for each violation and for each Representative, equal to the average salary of each Representative for the last 12 (twelve) months, plus 20,000 (twenty thousand) euros. The average monthly salary is calculated as follows: the total salary paid to the Representative in the last 12 (twelve) calendar months divided by 12 (twelve). The penalty must be paid within 10 (ten) calendar days after the Company's request. Payment of the penalty does not deprive the Company of the right to claim compensation for damages.

 

XII. APPLICABLE LAWS AND DISPUTE RESOLUTION PROCEDURE

  1. The Rules, Orders, Annexes, and other documents related to the Services provided by the Company are prepared in accordance with the laws of the Republic of Latvia, and their interpretation is governed by the laws of the Republic of Latvia.
  2. All disputes, conflicts, or claims related to the Services provided by the Company and/or the provisions of these Rules shall be resolved through negotiations. If the parties fail to resolve the dispute, conflict, or claim through negotiations within 14 (fourteen) calendar days from its occurrence, such disputes, conflicts, or claims shall be settled by the Latvian Arbitration Court in accordance with the Code of the Law on Arbitration of the Republic of Latvia, which the Parties recognize as part of their arbitration agreement. The disputes shall be adjudicated by three arbitrators: one appointed by the Client, another by the Company, and the third arbitrator—the chairperson—shall be chosen by the arbitrators appointed by the Parties; the arbitration process shall take place in Riga, in the Latvian language. The party that loses the dispute is obliged to reimburse all arbitration and attorney fees incurred by the winning party in the arbitration.

 

XIII. FINAL PROVISIONS

1. The Company has the right to engage any Third Party for the provision of Services without separate Client permission or consent. This does not affect the mutual obligations and liabilities of the Client and the Company.

2. The Company has the right to transfer the Client's data to lawyers, consultants, and debt collection companies without separate Client permission or consent. The Client must cover additional Company expenses incurred due to the Client's failure to fulfill or improperly fulfill their obligations, including failing to pay the amounts due to the Company on time. Such amounts must be paid no later than 7 (seven) calendar days after the Company's request.

3. The Company has the right to publicly announce for marketing purposes that the Client is using the Services provided by the Company, unless the Parties have agreed otherwise when signing the Order.

4. Each party undertakes to promptly notify the other party of any changes to the addresses, phone numbers, email, or fax numbers specified in the Order. If a party fails to fulfill the obligation specified in this clause, notifications and other correspondence sent to its last known address shall be deemed properly delivered.

5. Notifications and other correspondence from one party shall be deemed received by the other party:

5.1. on the day of delivery, if delivered against a signature;

5.2. on the third working day after dispatch within the territory of the Republic of Latvia and on the fifth working day if sent abroad by registered mail;

5.3. on the day of dispatch if sent by fax or to an email address no later than 4:30 PM. If sent later, notifications and other correspondence shall be deemed delivered on the next day after dispatch.

All correspondence between the parties, except for the submission of claims and the resolution of other disputed issues, is conducted via email unless otherwise specified in the Order.

6. The appendices attached to the Rules are considered an integral part of the Rules. If the relevant Appendix is not required when ordering the Service, it is not signed/attached and therefore not applicable.

7. The Order is considered an integral part of the Rules. In the event of a conflict between the Rules and the terms of the Order, the terms contained in the Order take precedence.

8. If any provision of the Rules is deemed invalid, it does not render other provisions of the Rules invalid, and they remain in effect to the fullest extent permitted by law.

9. These Rules are not intended to create, and in no event shall be construed as creating, a joint venture, partnership, or any other similar relationship between the parties.

10. The parties acknowledge that the members of the Working Group appointed by the parties are considered proper representatives, and the party is responsible for granting appropriate authority to the members of the Working Group. It is assumed that the approvals of the Working Group members have been provided by the party itself, and they cannot have negative consequences for the other party.

11. The fact that a party does not immediately exercise the rights provided in the Rules or legislation does not deprive it of the opportunity to raise claims against the violator in the future, as long as the Order concluded between the parties remains in effect.

12. The Terms, including all their attachments and documents referenced therein, constitute a complete agreement between the parties regarding the ordering of Services and replace all previous contracts and agreements related to the ordering of services from the company, both written and oral.

 

 

 

 

XIV. SPECIAL PART

  1. The special part is the Order.
  2. The methods of ordering Services, resulting in a signed or approved Order, are regulated in Section IV of the Terms.
  3. The Order is filled out by the parties mutually agreeing on the terms of the Order. A signed or approved Order has legal force with respect to the parties. The Order can be approved by the responsible persons of the parties using electronic mail.
  4. The Order must be fully completed; if a relevant term of the Order does not apply to a party, it must be clearly stated.
  5. The Order is valid until the complete fulfillment of the parties' obligations. These Terms are considered an integral part of the Order. By signing the Order, the Client confirms that they have read these Terms, understood them, and agree to comply with them.
  6. Certain attachments necessary for the specific Service may be added to the Order.