Terms of Service #
Last updated: June 25, 2024. This Terms of Service (“TOS”, “Agreement”) is a legal contract between “Digitālās Ekonomikas Attīstības Centrs” SIA, registration number 40003455216, legal and actual address: Čuibes street 17, Riga LV-1063 (hereinafter referred to as the “Delska”), and “Customer” – an individual who has attained legal adulthood as defined by the law of their place of domicile or legal entity (hereinafter referred to as the “Customer”, “your”, “you” or “User”). The TOS explains how you are permitted to use the services provided by Delska through Cloud Platform myDelska.
This TOS also governs your use of all the text, data, information, software, graphics, proprietary content and more (the “Materials”) that we may make available to you, as well as any services we may provide through myDelska. Collectively, the myDelska, the Materials, and the services provided therein are referred to as the “Services”.
This TOS takes effect when you click an “I Accept” button or checkbox presented with these terms or, if earlier, when you use any of the Services (the “Effective Date”). You represent to us that you are lawfully able to enter into agreements. If you are entering into this TOS for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
1. USE OF THE SERVICES #
1.1. We will make the Delska services listed in Your order (the “Services”) available to You pursuant to this TOS and Your order. Except as otherwise stated in this TOS or Your order, You have the non-exclusive, worldwide, limited right to use the Services during the period defined in Your order, unless earlier terminated in accordance with this TOS or Your order (the “Services Period”).
1.2. The Service Specifications and Services Level Agreement describe and govern the Services. During the Services Period, we may update the Services and Service Specifications to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of Third Party Content (as defined below). Delska updates to the Services or Service Specifications will not materially reduce the level of performance, functionality, security or availability of the Services during the Services Period of Your order.
1.3. Provision of the Services is started following their installation. The provision of a new Service, is started following the making and accepting of a new order and installation of the new Services.
1.4. Additional terms related to the use of Services, such as technical information of the Services, technical parameters of the Services ect., are defined in Service Level Agreement (the “SLA”).
1.5. By entering this TOS You agree to use the Services according to the Acceptable Use Policy (the “AUP”).
1.6. By entering this TOS You agree to use the Services according to Privacy Policy.
1.7. By entering this TOS You agree that you as a customer are an individual who has attained legal adulthood as recognized by the law of the domicile or legal person.
2. RIGHTS AND OBLIGATIONS OF Delska #
2.1. Delska shall provide the services in accordance with the provisions of this Agreement, SLA, AUP, orders, Privacy Policy and Data processing agreement (if applicable).
2.2. Delska shall provide:
2.2.1. Accessibility to the technical and software devices required for the provision of the services;
2.2.2. Physical safety and confidentiality of the Customer’s data in the Data Center;
2.2.3. Data transfer rate (shared resource) up to 1 Gbps from the Data Center, unless stipulated otherwise in the order or SLA.
2.3. Technical resources, that will be involved in providing the Services are located in the EU;
2.4. Delska shall undertake without undue delay to prevent interruptions in service. Delska does not guarantee the elimination of service interruption at any given time period, but this does not relieve Delska from the obligation to comply with the overall service availability.
2.5. Delska is entitled to suspend the provision of the Services without any notification, if the activities of the Customer’s users endanger the safety of the Delska’s technical resources. For example DDoS attacks or requests from government instances.
3. RIGHTS AND OBLIGATIONS OF THE CUSTOMER #
3.1. The Customer is responsible for using the services in accordance with the regulations of the EU and Republic of Latvia.
3.2. The Customer is entitled to raise claims with regard to the quality of the provided services and, if the quality is objectively not in conformity with the service description.
3.3. Customer is responsible for his system monitoring, data logical protection and administration, unless the contrary is stated in a separate agreement, order, SLA or any other document.
3.4. The Customer has an obligation to systematically and in sufficient capacity create backups of his data. The fact that the Customer has not got the sufficient backups of the data, is a legal basis for the Delska to reject any Customers claims that are related to provision of the Services. The lack of backups of data has legal consequences equivalent to the loss by the Customer of the right to present any type of claim to the Delska, as well as the loss of the right claim from Delska of any kind of compensation, fines, indemnification, etc.
3.5. The Customer is warned that commencing use of the Virtual Machine service shall mean unconditional consent to the following terms of use of the service:
If the Customer wants to install Microsoft products on Virtual Machines, only Microsoft products purchased from the Delska under the terms of the SPLA may be installed. Installing other Microsoft products on Virtual Machines is prohibited. The Customer can acquaint Microsoft’s software capabilities on internet address www.microsoft.com.
Using cloud or/and Virtual Machine services Customer obligates to installed Software Inventory Logging (SIL) and QEMU Agent on Customer’s machine. Instruction for downloading and use of Software Inventory Logging (SIL) utilities is available here: https://docs.microsoft.com/en-us/windows-server/administration/software-inventory-logging/manage-software-inventory-logging.
The Customer is obliged to keep SIL and QEMU Agent on his machine throughout the entire period of using the services.
Any activity or inactivity of the Customer, which results in the failure of the Delska to make sure of compliance with the restrictions for the use of Microsoft products on the part of the Customer, or in cases when the Customer fails to eliminate an established violation, the Delska shall have the right to immediately terminate provision of the Service to the Customer. In the case if the activities of the Customer referred to in this Paragraph cause losses to the Delska, the Customer shall have an obligation to cover all losses of the Delska incurred to it due to the activity or inactivity of the Customer.
In case of any violations of the rules for using licenses, the Delska has the right to disable services to the Сustomer without warning.
4. FEES AND PAYMENT #
4.1. When the Customer registers on the myDelska platform and purchases a service, or when creating a Workspace (hereinafter referred to as Workspace), the expected payment method and card data must be specified. When purchasing the service for the first time, the customer’s payment card is validated, 1 EUR is deducted from it, which is returned within 2-3 days.
4.2. Delska uses Stripe for payment, analytics, and other business services. Stripe collects and processes personal data, including identifying information about the devices that connect to its services. Stripe uses this information to operate and improve the services it provides to Delska, including for fraud detection and prevention. Customer can learn more about Stripe and its processing activities via the privacy policy at https://stripe.com/privacy.
4.2.1. Stripe is firmly committed to complying with the sanctions laws and regulations of the jurisdictions in which they operate.
4.3. myDelska services can be purchased with both prepaid and postpaid payment models, provided that the payment card has been validated.
4.4. By deafult the Customer can use services with post-paid conditions in the amount of 100 EUR per month when purchasing the service. If this amount is exceeded, additional funds must be credited to the relevant Workspace.
4.5. The bill for the services used is automatically issued on the first day of the following month, found in the Workspace Billing section of myDelska. The invoice payment term is 7 days. If payment of the invoice is not received after 7 days, services will be suspended. All services and data will be permanently deleted after 14 days of invoice if unpaid.
Exceptions: For new customers, the initial postpaid payment for services will be charged to the provided card within 12-36 hours for validation purposes. Additional user validation measures may be implemented if necessary, extending the process up to 2 months. If the initial payment is successful, subsequent payments will be processed at the beginning of each month. In the event of an unsuccessful payment, services will be permanently deleted for new customers. For trusted customers, services will be placed on hold for 7 days, allowing them to deposit funds or manually add an alternative payment method. The services will be permanently deleted if the payment is not received within these 7 days.
4.6. The myDelska platform will automatically provide a monthly report of the client’s services from the date the services are started. The Customer is responsible for all applicable taxes, Delska will collect the tax where necessary. Some countries have local laws governing the customer’s right of cancellation, and this paragraph does not affect those laws.
4.7. Payments for services are calculated according to the actual time spent on using the services according to the Pay-As-You-Go payment model (in the case of using olline services), or as a fixed monthly fee, which is agreed in advance with the contract (in the case of using data center custom services).
4.8. All service history and invoices are visible on the myDelska platform, which is available to the Customer at the link: my.delska.com.
4.9. The following note shall be made on invoices and reconciliation statements:
4.9.1. The bill reconciliation act is prepared in electronic form and is valid without a signature.
4.10. Delska can perform indexation of service prices once per calendar year and increase service prices by 5%, informing the Customer about this using the pop-up notice in myDelska. Delska sends the Customer a written notification about price indexation at least 30 days before the date of entry into force of the new prices. The price increase based on the indexation procedure is an objective reason that is not related to the increase in Delska’s profit share, but to the inflation rate, the consumer price index and other objective factors. The indexation of service prices is not considered a breach of the terms of the Delska Agreement and does not create any additional rights for the Client.
4.11. The amount paid for the services on the Customer’s Workspace is only intended to pay for the services purchased on the myDelska platform. The amount used for the services is non-refundable. The remaining amount paid, which has not been used for the use of services, is refundable in cases where the Customer no longer wants to use the services offered on the platform and wants to receive the balance to his account.
4.12. In cases where the Customer has been granted additional bonus money in myDelska Workspace, this will be the primary amount that will be used to pay for the services used by the client. Bonus money has a term of validity, it cannot be paid out in cash, nor can it be transferred to another Workspace or user account.
4.12.1. Delska reserves the right to cancel bonus credit at any time. No refunds will be given if the bonus has expired or been removed.
4.13. A Customer can cancel their myDelska account at any time after the actual amount deposited in one or more Workspaces is 0.
4.14. If the customer’s account is inactive for more than one year, Delska may deactivate the customer’s account. All funds in the account workspace, if any, are deducted from the Delska account as an account liquidation fee.
4.15. The Customer can change the service specification in myDelska, the price of the updated/new services automatically changes according to the myDelska price list.
5. OWNERSHIP RIGHTS AND RESTRICTIONS #
5.1. You or Your licensors retain all ownership and intellectual property rights in and to Your Content (as defined below). We or our licensors retain all ownership and intellectual property rights in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement.
5.2. You may have access to Third Party Content through use of the Services. Unless otherwise stated in Your order, all ownership and intellectual property rights in and to Third Party Content and the use of such content is governed by separate third party terms between You and the third party.
5.3. You grant us the right to host, use, process, display and transmit Your Content to provide the Services pursuant to and in accordance with this Agreement and Your order. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to Your Content required by Delska to perform the Services.
6. PROTECTION OF YOUR CONTENT #
6.1. In order to protect Your Content provided to Delska as part of the provision of the Services, Delska will comply with the following relevant Delska Privacy Policy applicable to the Services ordered, and Cookie Policy.
6.2. In case Your Content includes Personal Data, Delska will furthermore comply with the Delska Data Processing Agreement (the “Data Processing Agreement”), unless stated otherwise in Your order. The Data Processing Agreement applicable to Your order:
6.2.1. Is available at Data Controllers and Processors Agreement and is incorporated herein by reference.
6.2.2. Will remain in force during the Services Period of Your order.
6.3. Unless otherwise specified in Your order (including in the Service Specifications), Your Content may not include any sensitive, special or Personal data that imposes specific data security or data protection obligations on Delska in addition to or different from those specified in the Service Specifications.
6.4. You are responsible for:
6.4.1. Any required notices, consents and/or authorizations related to Your provision of, and our processing of, Your Content (including any Personal Data) as part of the Services;
6.4.2. Any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content;
6.4.3. Any use by You or Your Users of the Services in a manner that is inconsistent with the terms of this Agreement.
7. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES #
7.1. Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so.
7.2. Delska do not warrant that the services will be performed error-free or uninterrupted, that Delska will correct all services errors, or that the services will meet your requirements or expectations. Delska are not responsible for any issues related to the performance, operation or security of the services that arise from your content or third party content or services provided by third parties.
7.3. For any breach of the services warranty, your exclusive remedy and Delska entire liability shall be the correction of the deficient services that caused the breach of warranty, or, if we cannot substantially correct the deficiency in a commercially reasonable manner, you may end the deficient services and we will refund to you the fees for the terminated services that you pre-paid to Delska for the period following the effective date of termination.
7.4. To the extent not prohibited by law, these warranties are exclusive and there are no other express or implied warranties.
8. LIMITATION OF LIABILITY #
8.1. In no event will either party or its affiliates be liable for any direct or indirect, consequential, incidental, special, punitive, or exemplary damages, or any loss of revenue, profits (excluding fees under this agreement), sales, data, data use, goodwill, or reputation.
8.2. In no event shall the aggregate liability of Delska arising or related to this agreement or your order exceed the total amounts actually paid during the last month preceding the event giving rise to such liability.
9. TERM AND TERMINATION #
9.1. This Agreement shall take effect as of the date of You send, and Delska accept Your order.
9.2. Delska reserves the right to terminate this contract in case Customer does not refill his/her/their account in myDelska for more than 7 (seven) calendar days.
9.3. With the termination of the contract Delska has the right to delete all Customer`s information from Delska equipment and devices.
9.4. In case the Customer-owned equipment was located at Delska data centers, the Customer is obliged to remove all his equipment within 10 days from the termination date. In case the Customer has not removed the equipment belonging to him, after 3 months after this Agreement has been terminated, Delska has the right to dispose of this equipment. The actions of Delska in this case will not be considered arbitrariness and / or damage to the Customer. Expenses for the utilization of the Customer’s equipment at the request of Delska is obligated to be covered by the Customer.
9.5. In myDelska, we use Intrusion Detection System (IDS), a device or software application that monitors a network for malicious activity or policy violations. If the Customer violates the Privacy Policy, the terms of the Terms Of Service, or it is discovered through IDS that the Customer commits malicious acts, the Contractor has the right to block the Customer’s account permanently. In this case, the funds on the Customer’s account are non-refundable. After the account in myDelska is blocked the balance on the Customer’s account is considered a penalty for violating the terms of use of myDelska.
10. FORCE MAJEURE #
10.1. Neither You nor we shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. Both You and we will use reasonable efforts to mitigate the effect of a force majeure event. If such an event continues for more than 15 days, either of You or we may cancel unperformed Services and affected orders upon written notice. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services.
11. DISPUTES, GOVERNING LAW AND JURISDICTION #
11.1. The Parties shall apply all efforts to solve disputes that may arise in accordance with the Agreement by means of negotiations.
11.2. The Parties agree that in the event the disputes cannot be solved through negotiations, they shall be submitted for consideration to the court in accordance with the procedure anticipated by laws and regulations of the republic of Latvia.
11.3. The parties have agreed that any disputes, regarding to execution or non-performance of this Agreement, that could not be mutually solved, shall be decided by Riga City Court.
11.4. The parties have agreed that any claims, the legal basis of which is the execution or non-performance of this Agreement, shall be brought before a court within 1-year term. The commencement of the period for claim statement is calculated from the moment the corresponding event or circumstance occurs, and if the event or circumstance has a long-term nature, then the period for claim statement is calculated from the date of its determination. Upon the expiration of this period, it is considered that the Customer has lost his right to bring an action against Delska.
12. NOTICE #
12.1. Any notice required under this Agreement shall be provided to the other party in writing. If You have a legal dispute with us or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: “Digitālās Ekonomikas Attīstības Centrs” SIA, Cuibes street 17, Riga, Latvia, LV1063 or send us an email to: [email protected] or [email protected].
12.2. We may give notices applicable to our Services customers by means of a general notice on the Delska website or within the client portal for the Services, and notices specific to You by electronic mail to Your email address on record in our account information or by written communication sent by mail to Your address on record in our account information.
13. Compliance with the sanctions regime #
13.1. Neither the Customer nor any of its parent or subsidiary companies, as well as, as far as the Customer is informed, none of its directors, officers, representatives, beneficial owners are natural or legal persons who:
13.1.1. are subject to sanctions of any type, which are introduced or applied by the Republic of Latvia, the European Union, the Office of Foreign Assets Control of the U.S. Treasury Department or the Security Council of the Organization of the United Nations;
13.1.2. is located, organized or resides in a sanctioned country or territory (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria);
13.2. As far as it is applicable to the Customer, the Customer provides guarantees that neither the Customer nor any of its related parent or subsidiary companies, business partners will directly or indirectly use the services for the purpose of:
13.2.1. Financing, supporting or promoting the business and other activities of any natural or legal person if it is subject to sanctions by the Republic of Latvia, the European Union, the Office of Foreign Assets Control of the U.S. Treasury Department or the Security Council of the Organization of the United Nations;
13.2.2. cause in any way a violation of the sanctions regime by any natural or legal person participating in the use of the services provided by means of this Agreement.