Terms of Service

2. The Service

2.1. The core of the Service includes:

Further description of the Service is available at www.tilde.com

2.2. For the purposes of these Terms:

p>2.3. Tilde shall accept for provision of the Service the Source and Target Text, Documents, sound and/or video recordings, Terminology Databases and Transcript of the most popular formats at Tilde’s discretion. Tilde shall make the Translation and/or Transcription available in the most popular formats at Tilde’s discretion.

2.4. Tilde may offer the available Source Languages, Target Languages and Language Pairs at its discretion.

2.5. While processing the Source and Target Text, Source Documents, sound and/or video recordings, Transcript Terminology and Terminology Database for provision of the Service, Tilde shall store them on secure servers. Tilde shall be entitled to create and retain access logs for billing, security, statistical purposes and monitoring: Track cart abandonment (https://www.chargebee.com/docs/2.0/abandoned-carts.html). Such access logs shall not contain any Source Text or Translation, Documents, Sound and/or Video recordings and Transcripts. However, access logs may contain metadata of API Requests such as time of the API Request, size and length of the transmitted Source Text, Documents, sound and/or video recordings and Transcripts.

2.6. Tilde shall delete in a non-recoverable manner the Source and Target Text, Documents, sound and/or video recordings and Transcript as soon as it is no longer necessary for Tilde to provide the Service. Tilde shall delete in a non-recoverable manner the Translation as soon as User has downloaded/closed internet connection to the Service. Tilde may delete the Source and Target Text, Documents, sound and/or video recordings, Terminology, Terminology Database and Transcript in case of errors in provision of the Service. Tilde may delete the Translation if it has not been downloaded for certain time, at Tilde’s discretion. The said deletion of the files may be automated.

2.7. Tilde may deploy new versions, update functionality and make other modifications to the Service. Client and Users shall either agree to use the modified system on “as is” and “as available” basis, or shall cease using it, if not satisfied with the modified Service.

2.8. Tilde shall strive to provide the annual availability during 98% of the time for the Service that is provided for a fee. The Service is considered available if the server infrastructure and software used for provision of the Service functions properly and the interruptions in availability of the Service is not caused by the said infrastructure and software. The time used by Tilde for planned interruptions (e.g., maintenance and updates) shall be excluded from the calculation of the availability period. Tilde shall notify Client on the planned interruptions in availability of the Service as soon as possible and no later than one business day in advance of the planned interruption by a notification within the Service or via e-mail to Client. Tilde shall not be liable for interruptions in availability of the Service that are caused due to interruptions or lack of internet connection or due to interruptions of an infrastructure outside Tilde’s control.

2.9. In case of scheduled limitations of the Service access Tilde shall attempt to notify Users in advance by placing notifications within the Service, or via e-mail, otherwise.

2.10. Client shall ensure proper backing up of Source and Target Text, Documents, sound and/or video recordings, Terminology, Terminology Database and Transcript. Tilde makes backup copies of the software and databases used for provision of the Service, nevertheless these do not include Source and Target Text, Documents, sound and/or video recordings, Terminology, Terminology Database and Transcript The backup copies made by Tilde are only for the purpose of minimizing of Service interruptions and for needs of Tilde. Recovery of data from the backup copies is neither promised nor guaranteed. Neither Client nor User may request that Tilde uses its backup copies to retrieve any data that was lost to Client or User as a result of User’s actions. Tilde shall apply reasonable effort and utmost care to avoid loss of data. Nevertheless, Tilde shall not be liable for data loss for any reason whatsoever.

2.11. Tilde may suspend the Service if an event of Force Majeure or otherwise outside of Tilde’s reasonable control occurs, that renders performance of the Agreement commercially impracticable, including events resulting from actions or failure to act by Client, or if Client disputes any amount payable to Tilde.

2.12. Tilde may discontinue the Service in part or fully upon advance notice provided to Users by placing notifications within the Service, or via e-mail, or otherwise. Tilde shall refund to Client the fee that Client paid in advance for the period when the Service is discontinued.

2.13. Tilde may propose trial use of the Service that may be available free of charge, for limited time (trial period), with limited amount of the Service or with limited scope of the Service (functionality) or otherwise different from the specifications of the Service offered for a fee, at Tilde’s discretion. The trial use is proposed only to Clients who have concluded the Agreement and agreed to pay the fee for use of the Service. After end of the trial period the fee is payable as provided in the applicable Subscription plan.

2.14. Tilde may make the Service available free of charge and without requirement to identify the User via the User account, with limited amount of the Service or with limited scope of the Service (functionality) or otherwise different from the specifications of the Service offered for a fee, at Tilde’s discretion. Tilde may cancel such use at any time.

2.15. Tilde may make the Service available to Client via Application Programming Interface (API). Client shall not make the API accessible to third parties. Client’s right to use the Service is non-transferrable.

2.16. To automate availability of the Service within third-party software applications Tilde may make available a software that permits access of the Service from the third-party software applications (hereinafter – Plug-in/iFrame). The availability and specifications of the Plug-in/iFrame shall be at Tilde’s discretion. Tilde may discontinue supply of the Plug-in/iFrame and availability of the Service via the Plug-in/iFrame at any time, giving a proper notice to Client in advance.

2.17. Tilde hereby grants the Client and the User a limited and non-exclusive license to install and to use the Plug-in/iFrame. This license does not grant any right in the Plug-in/iFrame to Client nor to User. Tilde reserves all the Intellectual Property Rights and all other rights in the Plug-in/iFrame.

2.18. Client and/or User shall install the Plug-in/iFrame in their computers only if they agree to the terms of use of the Plug-in/iFrame in as provided in these Terms.

2.19. The Plug-in/iFrame may be used solely for the purposes Tilde has stated when making the Plug-in/iFrane available that are associated with access of the Service, and as provided in these Terms. Any other use of the Plug-in/iFrame is prohibited.

2.20. Copies of the Plug-in/iFrame may only be made for the backup purposes as part of backing up the software and data of the computer in which the Plug-in has been installed. Such copies may only be used to restore function of the Plug-in.

2.21. Tilde may make updates of the Plug-in available at any time. It may be required that the Plug-in is updated to continue its use (i.e., earlier versions of the Plug-in may be disabled).

3. Permitted and Prohibited Use

3.1. Client shall use the Service for processing of its own material and shall not permit any third party to use the Service via Client’s account.

3.2. It is prohibited to use the Service and the Plug-in/iFrame:

3.2.1. in breach of any law or any statutory duty, in connection with a criminal offence, for any illegal, unethical, fraudulent or unauthorised purpose;

3.2.2. for development and/or provision of any service similar to Service, and for development and/or improvement of any system, software or product that may be used to provide a service or functionality similar to, or competing with, the Service;

3.2.3. for purposes or reselling the Service, especially if a Service provided for free is being resold, or if a Translation and/or Transcript is resold as it is, without any substantial modification form reseller’s part. Reselling of the Translation and/or Transcript after it has been thoroughly reviewed for correctness by a specialist translator or interpreter, or editor is considered substantial modification and therefore does not breach the provisions of this clause.

3.3. User and Client are fully liable for legality of use of the Service in their respective jurisdictions, and for receiving of any authorisations, permissions, licenses and approvals required for them to use the Service. Client is liable for the use of the Service by any Client’s User(s) as if the Service was used by Client.

3.4. It is prohibited to use the Service for any Source Text, Documents and sound and/or video recordings file:

3.4.1. that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or

3.4.2. for which all necessary licences and/or approvals have not been obtained, including but not limited to the authors permission to translate it to generate transcript; or

3.4.3. which constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, anywhere in the world; or

3.4.4. which are technically harmful (including, without limitation, computer viruses, logic bombs, “Trojan horses”, worms, harmful components, corrupted data or other malicious software or harmful data); or

3.4.5. which contain or disclose another person’s Personal Data without their written consent.

3.5. It is prohibited to decompile or reverse engineer the Service and/or to decompile, reverse engineer, disassemble, copy, adapt, modify any software used for provision of the Service in whole or in part, and/or circumvent any built-in protection of the Service or the software.

3.6. Neither Client nor User may make any modifications to the Service or make any automated integration of the Service with any of their systems without express written permission issued by Tilde in advance of any such activity.

4. Client and User Accounts

4.1. Except for case provided in clause 2.14. of these Terms, the Service is provided to Client after the Client has entered into agreement with Tilde and has set up Client’s account. Client enters into agreement with Tilde through setting up Client’s account and confirming Client’s agreement to these Terms and other provisions of the agreement (if applicable).

4.2. Each Client has its Client’s account within the Service. The Client’s account is managed by the User who has the highest level of privileges managing Client’s account and creating User accounts for other Users (hereinafter Administrator). First User is also the Administrator and is defined when Client sets up Client’s account. An Administrator may assign other User(s) as Administrator(s) if multiple Users are enabled for the respective Client’s account. An Administrator may be cancelled by another Administrator of the same Client.

4.3. Client may set up User accounts that each User uses to access and use the Service on Client’s behalf. Number of the User accounts may be limited depending on the Subscription plan applicable to the Client. Users request use of the Service on respective Client’s behalf. Number of the user accounts may be limited depending on Client’s Subscription plan.

4.4. Client shall be solely responsible for keeping the Client account and User account credentials confidential and making them available only to the persons authorised by Client for use of the Service on Client’s behalf.

4.5. Client assigns Users to use the Service on Client’s behalf. The third parties to whom Client makes the Service usable via API are not considered Users for the purposes of these Terms. In this case the Client is considered as User of the Service.

4.6. Tilde may reject the access to the Service for the Client who has delayed any payment for the Service. The Users trying to access the Service on behalf of such Client will be denied access to the Service and may be notified on the cause of denial.

4.7. Users may notify Tilde on faults of the Service and on suggestions regarding the Service using Tilde’s helpline e-mail or a notifications system within Service (if available). Tilde shall try to resolve the faults as soon as practically possible.

4.8. Unless otherwise provided in these Terms, Tilde shall communicate with Client via Client’s Superuser using the Superuser’s e-mail address provided in its account profile or other provided contact information. Any action that Client may make concerning change of terms of the Agreement within the Service, shall be made by Client’s Superuser.

5. Fees and Payments

5.1. In consideration of the provision of the Service, Client shall pay Tilde the fees as set in the applicable Subscription plan. Availability and use of the Service is subject to payment of the fee by Client.

5.2. The fee and the payment terms are provided in the applicable Subscription plan that Client has chosen at the time of concluding of the Agreement.

5.3. Client may choose for payment any of the payment methods proposed by Tilde at the time. Tilde may cease to use the Client’s chosen payment method by notifying Client thereof 30 days in advance. Client shall ensure that the information Client provides to Tilde in connection with the payment method and the means used for the payment is used legally and is always up to date.

5.3.1. If the agreed payment method is debit to Client’s card account, then Client authorises Tilde to collect payments from Client’s provided card account using Client’s provided card details. Client shall update the card details, to ensure timely payments and continued availability of the service.

5.4. In absence of different provisions regarding terms of payment in Subscription plan Client shall pay Tilde on a monthly basis, before beginning of the period for which the fee is charged.

5.4.1. If Client’s chosen method of payment allows Tilde to debit Client’s account for the payable amount, then Tilde shall do so within 1 days before the period for which the fee is charged.

5.4.2. In cases other than 5.5.1 Tilde shall invoice Client for the Service before beginning of the period for which the fee is charged. Tilde shall make the invoice available to Client for download using the Service, or by sending a notice to Client’s e-mail. Client is liable to ensure timely download of the invoice. Client shall pay Tilde’s invoice until the beginning of the period for which the fee is charged.

5.5. Client shall not set-off, or withhold payment of, any amount due to Tilde.

5.6. The Subscription plan for which Client has concluded the Agreement is effective until termination of the Agreement, except if changed as provided in these Terms.

5.7. Client may change the Subscription plan during the Agreement on terms proposed by Tilde. Tilde may change the generally proposed Subscription plans at any time. Changes in the proposed Subscription plans do not affect the Agreements already concluded.

5.8. Tilde may change the Subscription plan of any concluded Agreement giving to Client a notice 30 days in advance of the effective date of the change. In the notice Tilde proposes to Client the new Subscription plan that Tilde deems appropriate for Client. The changes take effect at the date set by Tilde, which is no earlier than 30 days after the first notice to Client. The changes do not take effect if Client on its own changes the Subscription plan after Tilde’s notice and before the effective date of the changes set by Tilde. If Client disagrees to the proposed Subscription plan, Client shall terminate the Agreement before the proposed changes become effective.

5.9. As an exception to clause 5.7. of these Terms, if Client’s chosen Subscription plan has a limited amount of the Service available for the fee and Client exceeds the limit during any paid period, then Client’s subscription plan shall be changed to the one that corresponds with Client’s used amount of the Service. Tilde shall notify Client on the change as soon as Client’s used amount of the Service causes change of the Subscription plan. The newly assigned subscription plan shall be effective from the period in which it had been assigned to Client and three charging periods thereafter. During this period Client may not change the Subscription plan to another that has lesser amount of the Service available for the fee. After this period Client may change to any Subscription plan proposed by Tilde at the time.

5.10. There is no refund in case of change of the Subscription plan, unless expressly provided in the new Subscription plan. If Client is eligible for refund, Tilde shall make the refund using the same method of payment as the last payment from Client was received, unless otherwise agreed between Client and Tilde.

5.11. Tilde may limit or deny provision of the Service to Client if Client delays payment for the Service or if Tilde is unable to debit Client’s account for the payable amount before the start of the period for which the fee is charged. Users trying to use the Service on Client’s behalf may be notified on the cause of limitation or denial of the Service. Tilde resumes the Service upon receiving of the payment of delayed amount in full. Any fees payable per duration of use of the Service are payable also for the time the Service was limited or denied.

5.12. No refund shall be made for the time when the Service has been suspended or denied under these Terms.

5.13. Tilde may terminate the Agreement without notice if Client’s delay of payment exceeds 30 days.

5.14. All sums payable under this Agreement shall be paid in euro. Amounts paid in other currencies shall be converted to euro according to the rate set by Tilde’s bank at the moment of receiving of the payment.

5.15. Client shall pay all taxes associated to the Services. If Client is legally required to withhold any tax from the payment made to Tilde then Client shall pay to Tilde the fee that is increased so that Tilde receives the amount set forth in the Subscription plan after all taxes withheld by Client.

6. Intellectual Property

6.1. Intellectual Property Rights for the purposes of these Terms shall include copyright and related rights, rights in computer products, database rights, trademarks and service marks, trade names and domain names, rights to inventions, patents, utility models, rights in designs, rights in goodwill, know-how and trade secrets, and any other intellectual property rights, anywhere in the world.

6.2. No Intellectual Property Rights are transferred to the other party under these Terms. Tilde or other respective owners or holders of the Intellectual Property Rights retain all the rights in the software, trademarks, denominations, logotypes, know-how and any other intellectual property used for provision of the Service. Neither Client nor User is granted any license for use thereof. Client and User retains the rights in the data provided by them.

6.3. Client hereby acknowledges and agrees that under the Agreement Client acquires only the right to use the Service on the terms set forth in these Terms and the Agreement and does not acquire any right in the system used for provision of the Service, or the API. Tilde and any other owner of the Intellectual Property Rights continue to own and retain all legal and beneficial right, title, and interest in and to the system used for provision of the Service, and the API, and all Intellectual Property Rights embodied therein.

6.4. Client and User hereby grants to Tilde a worldwide, perpetual, irrevocable and royalty-free right to use any results of Client’s or User’s respective assistance to Tilde with improving or developing the System, the API or the Service, and the Intellectual Property Rights in the results of such assistance. The use of such results is at Tilde’s discretion and without any obligation on Tilde’s part. This provision applies to all Client’s and User’s assistance that they have provided, whether solicited by Tilde or not.

6.5. Tilde shall not claim Intellectual Property Rights in the Source text, the Translation, Documents, Sound and/or Video recordings, Terminology, Terminology Database and Transcripts that Client processes using the Service, nor in the Source text, the Translation, Documents, Sound and/or Video recordings, Terminology, Terminology Database and Transcripts resulting from use of the Service. Tilde transfers to Client all rights into Translation and/or Transcription insofar as these rights may exist considering that the Translation and/or Transcription is being generated automatically and without involvement of a human acting as a translator or interpreter, or editor.

6.6. Client shall procure all rights and permissions needed for processing of the Source text, the Translation, Document, Sound and/or Video recordings, Terminology, Terminology Database and hereby warrants that their processing using the Service shall not infringe or violate any person’s Intellectual Property Rights, nor any other right of any person.

7. Warranties

7.1. Client and Users use the Service, the Translation and/or Transcription and other results of the Service and the Plug-in/iFrame on “as is” and “as available” basis, without any express or implied warranties (whether they are written or oral, express or implied, arise from this Agreement, otherwise in contract, in tort, under statute or otherwise) regarding their quality, fitness for any particular purpose, absence of errors in the software or data, use of reasonable skill and care, or non-infringement or warranties otherwise implied by statute or from a trade custom. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.

7.2. Client and User shall abstain from using the Service, the Translation and/or Transcription and other results of the Service, and the Plug-in/iFrame if it does not meet Client’s or User’s requirements. Tilde does not warrant or guarantee that the Service or Translation and/or Transcription or other results of the Service, or the Plug-in/iFrane will meet any or all of Client or User requirements. Tilde does not warrant uninterrupted availability of the Service.

7.3. Tilde does not examine the Source text, the Translation, Document, Sound and/or Video recordings, Terminology, Terminology Database before its processing regarding their suitability for being processed using the Service, other than their format and limited technical parameters at Tilde’s discretion. Unusual use of the language in the Source Text, sound and/or video recordings, Documents, Terminology, Terminology Database and/or other particularities of the Source Text and Documents may cause unavailability of the Translation and/or Transcript or its lower-than-expected quality. The Translation and/or Transcription is provided by means of automated translation and/or transcription, without review or editing by a human. Tilde does not warrant correctness of the Translation and/or Transcription.

7.4. Each party warrants that it has the power, capacity and authority to enter into the Agreement and has the full and exclusive rights required to fulfil the Agreement. User warrants that User has the authorisation to act on behalf of the Client whom User claims to represent. User shall indemnify Tilde in case the Client whom User claims to represent denies the authorisation.

7.5. To the maximum extent permitted under applicable law, Client and User releases Tilde, its officers, employees, suppliers and any other person from any liability for any loss or damage related to use of the Service and/or the Translation and/or Transcription, and/or the Plug-in/iFrame, and hereby waives any claims it may have against Tilde in connection with use of the Service and/or the Translation and/or Transcription and/or the Plug-in/iFrame. Tilde shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement. In cases when exclusion of Tilde’s liability may not be applied, Tilde’s aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to 100% of the fees paid by the Client to the Tilde under the Agreement during the 12 months immediately preceding the date on which the claim arose.

7.6. Client and User acknowledge and agree that Tilde shall have no direct or indirect contractual or tortious liability to the persons to whom Client or User make available the Service or the Translation and/or Transcription, or other results of provision of the Service, or the Plug-in/iFrame and especially to Client’s or User’s customers. Client and/or User shall accept full responsibility in this regard.

8. Confidentiality

8.1. For purposes of these Terms the Confidential information is a commercial, technological, scientific knowledge or information of any other nature that is kept in secret and is not generally known or available to persons who usually use such information, it has actual or potential commercial value due to the fact of it being secret and the party to whom the information pertains have taken reasonable and appropriate measures to keep the information in secret. The following information shall be considered Confidential Information at all times:

8.1.1. Terms of the Agreement, except for these Terms, is Tilde’s Confidential Information;

8.1.2. Source text, Translation, Document, Sound and/or Video recordings is Client’s Confidential Information;

8.1.3. Information that Client or User provides to Tilde regarding usability of, or faults in, the Service is Tilde’s Confidential Information;

8.1.4. Any information acquired from Tilde during audits carried under clause 9.4.14. of these Terms is Tilde’s Confidential Information.

8.2. Neither party may disclose other Party’s Confidential Information or use the other party’s Confidential Information for its own benefit or for benefit of any third party. As an exception the disclosure of the information is permitted:

8.2.1. to employees, officers, representatives or advisers of the party who need to know such information for the purposes of performance of the party’s obligations or execution of the party’s rights under this Agreement. The information is provided to these employees, officers, representatives and advisers on the “need to know” basis; and

8.2.2. as required by law, a court of competent jurisdiction or any governmental or regulatory authority. The party required to make such disclosure promptly notifies and consults with the other party in advance in relation to the disclosure.

8.3. Each party shall keep other party’s Confidential Information in secret and shall take all necessary measures, including apply sufficient and efficient data protection measures and conduct efficient and continuous supervision over data mediums containing other party’s Confidential Information, to avoid the use or disclosure of other party’s Confidential Information contrary to the provisions of this Agreement, and shall protect other party’s Confidential Information with the same care as their own.

8.4. Tilde may request that each auditor (natural person) assigned under clause 9.4.14. of these Terms sign a non-disclosure undertaking with terms similar to those contained in these Terms. Tilde may object to certain persons being assigned as auditors and may forbid their access to any Tilde’s information. Client shall replace such auditors with others, considering reasons for Tilde’s objections.

9. Personal Data Processing

9.1. For the purpose of these Terms, “Data Subject”, “Controller”, “Processor”, “Processing” and “Personal Data” have the meaning set out in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), hereinafter GDPR and any other laws in protection of personal data and the privacy of individuals (“Data Protection Laws”) in relation to data Processed in course of provision of the Service.

9.2. Tilde acts as independent Controller of the Personal Data that is supplied as details of Client’s or User’s account (hereinafter Profile Data). The person providing the Profile Data is liable to provide complete and truthful data as required. Profile Data so received shall be used for provision of the Service, for notification on availability of new Tilde’s services, for performance of other mutual obligations and to contact User or Client when necessary for the above reasons. Purpose of processing of Profile Data is provision of the Service. Legal basis for the processing is Tilde’s obligation to perform its legal obligations under the Agreement and its statutory obligations. The Profile data shall not be transferred to any third party. The Profile Data shall be stored as long as required for performance of Tilde’s contractual and statutory obligations. Provision of Profile Data is required to enter into contractual relationship for use of the Service. Failure to provide the Profile Data results in unavailability of the Service to the respective Client or User. Client and User have the right to request from Tilde access to and rectification or erasure of their respective Profile Data or restriction of processing concerning Client or User respectively, or to object to Processing, insofar as it does not impede provision of the Service, or such request shall result in denial of Service to the respective Client or User. Client and User have the right to lodge a complaint with a supervisory authority – Data state inspectorate (Datu valsts inspekcija). Client may contact Tilde’s data protection officer by writing via e-mail to dpo@tilde.lv.

9.3. Client Data shall mean the Personal Data of any kind or nature, that is contained in the Source text, the Translation, Document, Sound and/or Video recordings that Users enter, import or otherwise retrieve in the computer systems used by Tilde for provision of the Service, when using the Service. The Personal Data from the Source text, the Translation, Document, Sound and/or Video recordings is included in Translation and/or Transcript.

9.4. Regarding Client Data, Tilde shall act as Processor of the Client Data on behalf of Client, and Client shall act as Controller of the Client Data, and Client’s Users shall be considered persons acting on Client’s behalf. The Processing is carried out according to the terms as provided below.

9.4.1. Client hereby assigns Tilde to store the Client Data within the computer systems used for provision of the Service, to use the Client Data for the computations required to ensure provision of the Service and to make the Client Data available for download to Client’s Users.

9.4.2. Tilde shall Process the Client Data only on documented instructions from Client. Client’s instructions regarding Processing of Client Data are given exclusively via the functionality of the Service and shall be limited with the possibilities of the Service functionality. Client hereby authorises any Client’s User to give to Tilde any directions for Processing of Client Data within these limits.

9.4.3. Tilde shall inform Client on legal requirement to transfer Client Data to a third country or an international organisation by a law to which Tilde is subject before such transfer, unless that law prohibits such information on important grounds of public interest.

9.4.4. Tilde shall Process Client Data for the entire duration of the Agreement, and for such time thereafter as may be necessary until all Client Data is deleted. The data shall be deleted as provided in clause 2.5. of these Terms.

9.4.5. The Data Subjects whose Personal Data is processed under the Agreement include all persons whose Personal Data is contained in Client Data.

9.4.6. Client assigns Tilde to Process the Client Data as a Personal Data that does not contain any special categories of Personal Data (Article 9 of GDPR). Client shall not submit for Processing any special categories of Personal Data. If Client does so, it assumes all liability for not meeting the requirements set for Processing of the special categories of Personal Data and shall to the maximum extent indemnify Tilde against all expenses, claims and losses related to Processing of Client Data that contains special categories of Personal Data.

9.4.7. Client assigns Tilde to process the Client Data as formal pieces of data, without regard to their actual content. Tilde is not required to review contents of Client Data.

9.4.8. Tilde ensures that persons authorised to process the personal data on Tilde’s behalf have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

9.4.9. Tilde shall use the data protection methods that are up to date and provide adequate protection. Specific details regarding used technical means are available to Superusers upon request. By using the Service Client accepts the measures as they are and as being sufficient and acceptable for Client to perform obligations imposed on Client as Controller of the Personal Data Processing. Client may terminate the Agreement if Client finds these measures inadequate or insufficient, or if Client deems information provided by Tilde insufficient to make the judgement. Client agrees that the right to terminate the Agreement is sole and sufficient remedy available to Client in such case. Client hereby waives any and all claims that Client may have against Tilde in this regard.

9.4.10. Client permits Tilde to engage sub-processors of Client Data, at Tilde’s discretion. Tilde shall inform Client on planned engagement and change of the sub-processor 14 days in advance of the engagement or change taking effect. Tilde shall ensure that data protection obligations resulting in the same level of the Personal Data protection as set out in these Terms shall be imposed on that sub-processor, in particular providing sufficient guarantees to implement appropriate technical and organisational measures. Where the sub-processor fails to fulfil its data protection obligations, Tilde shall remain fully liable to Client for the performance of that sub-processor’s obligations.

9.4.11. Taking into account the nature of the processing, and as much as possible, Tilde assists Client by appropriate technical and organisational measures for the fulfilment of the Client’s obligation to respond to requests for exercising the Data Subject’s rights laid down in Chapter III of the GDPR. Client shall, as much as possible, use the Service functionality to obtain the required Personal Data.

9.4.12. Tilde assists the Client in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to Tilde.

9.4.13. Client assigns Tilde to delete all the Client Data as soon as the Client Data is no longer required for provision of the Service. Tilde shall also delete existing copies of Client Data at Tilde’s disposal unless law applicable to Tilde requires storage of the Client Data.

9.4.14. Tilde makes available to Client all information necessary to demonstrate compliance with the obligations laid down in Article 28 of GDPR and allows for and contributes to audits, including inspections, conducted by Client or another auditor mandated by Client. Tilde may charge a fee for such audits to compensate Tilde’s reasonable use of resources.

9.5. Client is liable for lawful Processing of all Client Data that Users submit to Tilde for processing on Client’s behalf (i.e., while using the Service on Client’s behalf).

9.6. If Client is a Processor or a sub-Processor for another Controller, then Client warrants that its instructions and actions with respect to Client Data, and appointment of Tilde as sub-Processor, have been authorized by the ultimate Controller.

9.7. Provisions of clause 2.10. of these Terms shall apply to backing up of Client Data.

10. Term and Termination

10.1. The Agreement is effective without limitation of term.

10.2. Before start of provision of the Service and during 14 days thereafter or during the trial period, whichever is longer, Client may terminate the Agreement at Client’s discretion by providing a written notice to Tilde or using the functionality of the Service. The termination is effective immediately. In such case of termination Tilde shall refund the service fee that Client has paid under the terminated Agreement.

10.3. Both Client and Tilde may terminate the Agreement at any time by providing to the other a written notice. Client provides the notice to Tilde’s support e-mail. The Agreement ends upon expiry of 30 days period following the termination notice, or at the end of the paid period of Service provision, whichever occurs first.

10.4. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

10.4.1. the other party commits a material and irremediable breach of any term of the Agreement or commits a remediable breach of any term of the Agreement and fails to remedy that breach within 30 days after receiving other party’s request; or

10.4.2. the other party becomes insolvent or suspends, or is likely to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts.

10.5. Termination of the Agreement results in immediate termination of provision of the Service and in ceasing of all Tilde’s obligations under the Agreement, removal of Client’s account, all associated User accounts and all associated data from the Service and the computer systems used to provide the Service. Client shall take the necessary measures to download the data needed to Client on regular basis before termination of the Agreement.

10.6. Any provision of these Terms concerning confidentiality of the information, liability of the parties, any intellectual property provision and any other provision, right, remedy, obligation or liability that expressly or by implication is intended to apply without limitation of term shall survive termination of the Agreement.

10.7. If Tilde terminates the Agreement without cause, Tilde shall refund to Client the fee that Client paid in advance for the period when the Agreement is terminated. No refund is paid if Tilde terminates the Agreement due to Client’s breach of the Agreement or these Terms or due to Client’s delay of payment, and in case Client terminates the Agreement under clause 10.3. of these Terms.

11. Final provisions

11.1. Statutory rights of the consumers are not limited by the terms of this Agreement.

11.2. Tilde may assign or transfer its rights and obligations in whole or in part to (i) an affiliate or (ii) any entity or person to whom Tilde transfers the whole or part of Tilde business.

11.3. The failure of either party to enforce or to exercise any right does not constitute, and shall not be construed as, a waiver of such right.

11.4. The rights and remedies provided in the Agreement are in addition to any rights or remedies provided by law.

11.5. Any notice given to a party under the Agreement shall be sent by e-mail to support@tilde.com (for Tilde) and to the e-mail address of Client’s Superuser provided to Tilde (for Client). Any notice sent by e-mail shall be deemed to have been received at 9.00 am on the next business day according to Riga, Latvia time. This does not apply to serving of any documents in any legal action or other method of dispute resolution.