Terms of service

1. Parties and structure

These terms are between Talvara SIA, registration number 40203118447, of Krāsotāju iela 14, 3rd floor, Riga, LV-1009, Latvia ("Talvara") and the organisation named as customer on the applicable order form ("Customer").

The agreement consists of, in descending order of precedence: the signed order form or statement of work; the data processing agreement; any service level schedule; and these terms. Where documents conflict, the higher-ranked document prevails for the subject it addresses.

These terms apply to business customers. Talvara does not contract with consumers, and the Customer's own standard purchasing terms do not apply unless expressly accepted in writing.

2. Services

Talvara will provide the services described in the order form with reasonable skill and care, in accordance with good industry practice, and using appropriately qualified personnel.

Where a service level schedule applies, the availability targets, response targets and any service credits are set out there. Service credits are the Customer's sole financial remedy for a failure to meet a service level, except in the case of Talvara's wilful misconduct.

Talvara may make changes to the way a service is delivered provided the change does not materially reduce the service. Material changes require thirty days' written notice, and the Customer may terminate the affected service without penalty if it does not accept the change.

Third-party platform licences, subscriptions and storage are contracted directly between the Customer and the relevant vendor unless the order form says otherwise. Talvara does not resell licences and does not warrant third-party products.

3. Customer responsibilities

The Customer will:

• provide timely, accurate and complete information about its estate, including systems that send mail under its domains;
• provide the access, credentials and authorisations Talvara reasonably needs, and revoke them promptly when they are no longer required;
• nominate an authorised contact empowered to approve changes, and keep that nomination current;
• hold and maintain control of its own domain names and DNS, unless delegation is expressly agreed;
• ensure it has the rights and lawful basis necessary for Talvara to process the data involved in the services;
• not use the services to send unsolicited bulk mail, to send unlawful content, or in any way that would breach applicable law or the acceptable use requirements of an upstream provider.

Talvara may suspend a service immediately where continued operation would breach law, endanger the security or reputation of its platform, or violate an upstream provider's requirements. Talvara will notify the Customer as soon as reasonably practicable, will limit the suspension to what is necessary, and will restore the service once the cause is resolved.

4. Fees, invoicing and payment

Fees are as set out in the order form, quoted in euro and exclusive of VAT and other applicable taxes. Retainer fees are invoiced monthly in arrears. Project fees are invoiced against the milestones stated in the statement of work.

Invoices are payable within thirty days of the invoice date. Talvara may charge statutory late payment interest on overdue amounts and may suspend services where an undisputed invoice remains unpaid more than thirty days after written notice.

Retainer rates may be adjusted once in any twelve-month period on sixty days' written notice. Where an adjustment exceeds the preceding year's harmonised index of consumer prices for the euro area by more than three percentage points, the Customer may terminate the affected service on thirty days' notice without penalty.

Work outside the agreed scope is performed only under an approved written change request stating the fee. Talvara will not invoice for out-of-scope work the Customer has not approved in advance.

5. Change control

Either party may propose a change to scope, deliverables or timescales. A change takes effect only when recorded in writing and signed by both parties, including any consequent adjustment to fees or dates. Neither party is obliged to accept a proposed change.

6. Intellectual property

Each party retains ownership of intellectual property it held before the engagement or develops independently of it.

On payment of the applicable fees, the Customer owns the documentation, runbooks, diagrams, configuration records and reports produced specifically for it under the engagement, and receives them in an editable form.

Talvara retains ownership of its own methods, templates, tooling and internal know-how, including any general skills or experience gained. Where such material is embedded in a Customer deliverable, the Customer receives a perpetual, non-exclusive, worldwide, royalty-free licence to use it for its own internal business purposes, including the right to permit a successor supplier to do so.

7. Confidentiality

Each party will keep the other's confidential information confidential, use it only for the purposes of the agreement, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations. These duties continue for five years after the engagement ends, and indefinitely for information that constitutes a trade secret.

The obligations do not apply to information that is or becomes public other than through breach, was already lawfully held, is independently developed, or must be disclosed by law — in which case the disclosing party will, where legally permitted, give prior notice.

Talvara will not name the Customer as a reference, or use its name or marks in marketing, without prior written consent.

8. Data protection

Where Talvara processes personal data on the Customer's behalf, the Customer is the controller and Talvara the processor, and the data processing agreement between the parties applies. It is executed before any customer content is processed and forms part of the agreement.

Customer content is stored within the European Union. Talvara will notify the Customer without undue delay after becoming aware of a personal data breach affecting customer content, and will provide the information the Customer reasonably requires to meet its own notification obligations. Details are on the compliance page and in our privacy notice.

9. Warranties and disclaimers

Each party warrants that it has authority to enter into the agreement. Talvara warrants that the services will be performed with reasonable skill and care.

Talvara does not warrant that the services will be uninterrupted or error-free, that any particular message will be delivered to a recipient's inbox, or that a specific deliverability, placement or reputation outcome will be achieved. Placement decisions are made by receiving mailbox providers using criteria they do not publish and control entirely. Except as expressly stated, all other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted.

10. Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to that, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or any indirect or consequential loss, however arising.

Subject to the paragraphs above, each party's total aggregate liability arising out of or in connection with the agreement in any twelve-month period is limited to the greater of the fees paid and payable by the Customer under the applicable order form in that period, or twenty-five thousand euro.

The Customer is responsible for maintaining its own backups of data held outside the services, and for the accuracy of the instructions it gives.

11. Term, termination and exit

Retainer services run for an initial term of twelve months and continue thereafter until terminated by either party on ninety days' written notice. Project engagements end on acceptance of the final deliverable.

Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within thirty days of notice, or becomes subject to insolvency proceedings.

On termination, the Customer pays for services performed up to the termination date. Talvara will, for up to ninety days afterwards and at the Customer's election, return customer content in a documented, non-proprietary format or securely delete it, and will confirm deletion in writing. Reasonable exit assistance beyond that is chargeable at Talvara's then-current rates under an agreed exit plan.

12. General

Subcontracting. Talvara may subcontract but remains responsible for subcontractors' performance. Subprocessors handling personal data are governed by the data processing agreement.

Non-solicitation. Neither party will, during the engagement and for six months afterwards, knowingly solicit the other's personnel who were directly involved in it. General advertising not targeted at those individuals is not a breach.

Force majeure. Neither party is liable for failure to perform caused by an event beyond its reasonable control, provided it notifies the other promptly and takes reasonable steps to mitigate. If the event continues beyond sixty days, either party may terminate the affected service.

Notices. Notices must be in writing and sent to the addresses on the order form. Notice by email is valid for operational matters; notices of termination or breach must also be sent by registered post.

Assignment. Neither party may assign the agreement without the other's written consent, not to be unreasonably withheld, except to a successor of substantially the whole of its business.

Entire agreement. The agreement is the entire agreement between the parties on its subject matter and supersedes prior discussions. Neither party relies on any statement not set out in it, save for fraudulent misrepresentation.

Severability and waiver. If a provision is held unenforceable, the rest continues in effect. A failure to enforce a right is not a waiver of it.

Governing law and jurisdiction. The agreement is governed by the law of the Republic of Latvia. The parties submit to the exclusive jurisdiction of the courts of Riga, having first attempted in good faith to resolve any dispute through escalation to each party's senior management for thirty days.