Master Services Agreement
Last updated: 03 May, 2023. This Master Services Agreement (“MSA”, “Agreement”) is a legal contract between “Digitālās Ekonomikas Attīstības Centrs” Ltd, registration number 40003455216, legal and actual address: Čuibes street 17, Riga LV-1063 (hereinafter referred to as the “DEAC”), and “you” (“Customer”, “your,” or “User”). The MSA explains how you are permitted to use the services provided by DEAC through digital engagement platform myDEAC.
This MSA 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 myDEAC. Collectively, the myDEAC, the Materials, and the services provided therein are referred to as the “Services”.
This MSA 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 MSA 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 DEAC services listed in Your order (the “Services”) available to You pursuant to this MSA and Your order. Except as otherwise stated in this MSA 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 MSA 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). DEAC 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 MSA You agree to use the Services according to the Acceptable Use Policy (the “AUP”).
2. RIGHTS AND OBLIGATIONS OF DEAC
2.2. DEAC 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. DEAC shall undertake without undue delay to prevent interruptions in service. DEAC does not guarantee the elimination of service interruption at any given time period, but this does not relieve DEAC from the obligation to comply with the overall service availability.
2.5. DEAC 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 DEAC'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 DEAC 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 DEAC, as well as the loss of the right claim from DEAC of any kind of compensation, fines, indemnification, etc.
If the Customer wants to install Microsoft products on Virtual Machines, only Microsoft products purchased from the DEAC 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 DEAC 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 DEAC 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 DEAC, the Customer shall have an obligation to cover all losses of the DEAC incurred to it due to the activity or inactivity of the Customer.
In case of any violations of the rules for using licenses, the DEAC has the right to disable services to the Сustomer without warning.
4. FEES AND PAYMENT
4.1. The Customer transfers the amount from the authorized card to your account on myDEAC. DEAC shall automatically debit the amount of fees regarding used services from your account. In case, the amount in your account is spent, your services will be stopped. To continue using your services, you have to refill the account. In case, the amount in your account is spent, your services will be stopped. To continue using your services, you have to refill the account. We’ll automatically provide your service monthly report from the date you start using our services. You’re responsible for all applicable taxes, and we’ll charge tax when required to do so. Some countries have mandatory local laws regarding your cancellation rights, and this paragraph doesn’t override these laws.
4.4. The following note is made in invoices and reconciliation statements:
4.5. “The Invoice Reconciliation Statement has been prepared in electronic form and is valid without signature.
4.6. DEAC may once in a calendar year perform an indexation of the service prices and increase its service prices by 5% notified Customer through a pop-up notification in myDEAC. DEAC shall send a written notice regarding the price indexation to the Customer at least 30 days prior to the day when the new prices come into effect. Increasing the price based on the indexation procedure is an objective reason not related to the increase of DEAC's profit share but rather to the increase of inflation level, consumer price index and other objective factors. Indexation of the service prices shall not be considered as a DEAC's failure to comply with the terms and conditions of the Contract and shall not create any additional rights for the Customer.
4.7. You are not able to request a refund. Transferred amount to your own account is intended only for payment for services purchased on the myDEAC and is non-refundable.
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 DEAC to perform the Services.
6. PROTECTION OF YOUR CONTENT
6.2. In case Your Content includes Personal Data, DEAC will furthermore comply with the DEAC 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 DEAC 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. DEAC do not warrant that the services will be performed error-free or uninterrupted, that DEAC will correct all services errors, or that the services will meet your requirements or expectations. DEAC 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 DEAC 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 DEAC 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 DEAC 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 DEAC accept Your order.
9.4. In case the Customer-owned equipment was located at DEAC 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, DEAC has the right to dispose of this equipment. The actions of DEAC 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 DEAC is obligated to be covered by the Customer.
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 DEAC.
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: DIGITALAS EKONOMIKAS ATTISTIBAS CENTRS SIA, CUIBES STR.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 DEAC 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.