TERMS & CONDITIONS

The Client orders and the Service Provider undertakes to provide software development, information technology, and related services. The scope, content, timelines, pricing, and other essential conditions of the Services are defined in the offer, invoice, or any other written agreement prepared by the Service Provider, and these Terms & Conditions form an integral part of each such transaction. These Terms become binding from the moment the Client approves an offer, accepts an invoice, or commences cooperation with the Service Provider.

The Client undertakes to pay the invoices issued by the Service Provider in the amount and within the term specified therein by transferring funds to the bank account indicated in the invoice. The Service Provider is entitled to issue advance invoices, and in such cases, the provision of Services may commence only after receipt of the respective payment. In case of delayed payment, the Service Provider is entitled to charge a penalty of 0.5% of the overdue amount for each day of delay, up to a maximum of 10% of the total amount, as well as to immediately suspend the provision of Services until full settlement of obligations. The Client shall also reimburse any pre-approved expenses incurred by the Service Provider in connection with the provision of Services.

The Services shall be deemed delivered and accepted at the moment they are handed over to the Client or when the Client starts using them. If the Client does not submit justified written objections within five working days after delivery, the Services shall be considered accepted without objections. In the event of justified complaints regarding quality, the Service Provider shall remedy the identified deficiencies within a reasonable period.

The Client shall provide all necessary information, access, and cooperation required for the provision of Services and is responsible for the completeness, accuracy, and timeliness of such information. The Client is also responsible for the security of access credentials and shall ensure that no unauthorized third parties gain access to the systems. The Service Provider shall not be liable for any consequences resulting from improper access management. Delivery timelines may be extended if the Client delays providing information, access, or decision-making.

The Service Provider undertakes to perform the Services professionally and in accordance with industry best practices and shall inform the Client of any circumstances that may affect timelines or results. The Service Provider has the right to engage third parties for the execution of the Services.

If the provision of Services results in the creation of any intellectual property, all economic rights thereto shall transfer to the Client only upon full payment. Until full payment is received, the Service Provider retains all rights to the deliverables. The Service Provider reserves the right to use general knowledge, experience, and technical solutions in other projects and to reference the provided Services in its portfolio unless otherwise agreed.

The Service Provider provides no express or implied warranties regarding the suitability of the Services for any specific purpose of the Client unless explicitly agreed in writing. All decisions regarding the use, configuration, and implementation of the system and business processes remain the sole responsibility of the Client. Ongoing support, maintenance, or monitoring is not included in the Services unless separately agreed in writing.

The Service Provider shall not be liable for indirect damages suffered by the Client, including but not limited to loss of profit, business interruption, or data loss, nor for the operation, changes, or limitations of third-party systems, platforms, or integrations, including Odoo or other software. The total liability of the Service Provider for any specific Service shall not exceed the value of the respective order. The Client is responsible for maintaining data backups unless this is explicitly included as a Service.

Any changes to the scope or requirements of the Services shall be agreed separately and may affect timelines and pricing. The Service Provider is not obligated to perform any work not explicitly included in the agreed scope.

All information obtained by the Parties during the cooperation shall be considered confidential and shall not be disclosed to third parties without the consent of the other Party, except where required for the execution of the Services or by applicable law. Confidentiality obligations shall remain in force indefinitely.

The Parties shall process personal data only for the purpose of providing the Services and in compliance with applicable laws, including the General Data Protection Regulation (GDPR).

The Service Provider has the right to suspend or terminate the provision of Services if the Client fails to fulfill payment or cooperation obligations. In such case, the Client shall pay for all Services provided up to the moment of suspension or termination.

The Parties shall not be liable for failure to perform their obligations due to force majeure circumstances beyond their control. Any disputes arising in connection with these Terms or the provision of Services shall be resolved through mutual negotiations, and if no agreement is reached, they shall be settled in the courts of the Republic of Latvia.