These Product and Subscription Terms and Conditions govern the purchase and use of the products and services operated by SIA “Baltic Signs” (“Baltic Signs AI”, the “Provider”). Registered office: Patversmes iela 17, Rīga, LV-1005, Latvia. Registration no. 40003824281 · VAT no. LV40003824281.
1.1 Agreement. These Product and Subscription Terms and Conditions (the “Terms”) govern the Client’s purchase and use of the Provider’s products and services. These Terms, each Order signed by the Provider and the Client, the Data Processing Addendum in Schedule 1 and any document expressly incorporated by reference constitute one legally binding agreement (the “Agreement”). Each signed Order is governed by these Terms as if they were set out in full in that Order.
1.2 Order of precedence. If documents conflict, the following order applies: the signed Order; Schedule 1 for personal-data processing matters; these Terms; incorporated policies; and the Documentation. An Order changes these Terms only if it expressly identifies the provision being changed and is signed by both parties.
1.3 Effective Date. The Agreement takes effect on the date the last party signs the first Order that incorporates these Terms (the “Effective Date”). Each later Order becomes binding when signed by both parties. Electronic signatures are addressed in section 25.10.
3.1 Business use only. The Client must be a legal entity or an individual acting wholly or mainly in a trade, business, craft or profession. The Service is not offered to consumers. The person accepting the Agreement represents that they are at least 18 years old and have authority to bind the Client.
3.2 Account information. The Client must provide complete and accurate registration, billing and tax information and keep it current. The Client is responsible for all activity under its Account and for its Authorised Users’ compliance with the Agreement.
3.3 Account security. Where a Service includes an Account, the Client must protect credentials, use reasonable access controls, promptly remove access for users who no longer need it, and notify the Provider without undue delay at ip@signs.lv of suspected unauthorised access. The Provider may rely on instructions issued through the Account.
3.4 User limits. The Client may permit only the number and type of Authorised Users included in its plan. Credentials are personal to an Authorised User and may not be shared. Affiliates may use the Service only if an Order permits it; the Client remains responsible for their use.
4.1 Signed Order. The Provider will deliver an Order for signature that lists the purchased Product and Service, monitored Venues, scope, markets, features, term, Fees and other commercial details. The Client shall sign and return the Order before the Provider is required to begin the Service. A purchase order, proposal, email or other document does not replace a signed Order unless both parties expressly sign it as the Order.
4.2 Client-supplied information. The Provider prepares the Order and configures the Service using information the Client has supplied in writing. The Client is responsible for the completeness and accuracy of that information, including Venue names, domains, locations, brands, markets, user details, billing information and monitoring instructions, and shall promptly notify the Provider of any correction.
4.3 Service Start Date and term. Unless the Order states a different date, the Service Start Date will be within five Business Days after the Provider’s receipt of the Order signed by both parties. The Provider supplies the Service only for the scope and term defined in the signed Order and any signed change order.
4.4 Analytics subscription right and scope. Subject to timely payment and compliance with the Agreement, the Provider grants the Client a limited, non-exclusive, non-transferable and non-sublicensable right during the Subscription Term to allow its Authorised Users to access and use the purchased Product, Analytics Services and Documentation for the Client’s internal business operations. The signed Order determines the plan, monitored Venues, markets or locations, Third-Party Sources, features, usage limits, Subscription Term and Fees. Additional Venues, users, markets or features may require a signed change order and additional Fees.
4.6 No implied rights. The Provider and its licensors reserve all rights not expressly granted. Hosted Services are licensed, not sold. Rights in Reports and Evidence are governed by section 14.
5.1 Product functions. Products monitor and analyse the visibility, pricing, availability, positioning, citations, sources, competitors or other configured attributes of the Client’s Venues in publicly accessible online services. Depending on the Product and signed Order, outputs may include Evidence, analytics, estimates, comparisons, alerts, action plans, complaint drafts, audits or technical recommendations. Actual coverage and frequency depend on the signed Order, configuration, technical availability and Third-Party Sources.
5.2 Open-source collection and analytics purpose. Market observations collected by the Analytics Services are obtained from publicly accessible or otherwise open online sources and are used solely to provide analytics, Evidence, Reports and related guidance under the signed Order. The Provider does not intentionally collect private guest-account or reservation data as part of those observations. Client Data and Client Materials supplied directly by the Client are governed separately by sections 6, 10, 11 and 26.
5.3 Collection context. The Analytics Services may make automated, low-volume observations through supported consumer-facing websites, search or discovery services, AI tools, booking or commerce channels and other Third-Party Sources, using neutral, anonymous or dedicated Provider-controlled contexts where technically available. The Services may use geographic network routing and automated vision, language or other processing tools to structure observed outputs. They are not intended to use personal employee accounts, access another person’s private data, bypass CAPTCHAs or security challenges, train a model on observed answers, or resell access to a Third-Party Source.
5.4 Consumer interfaces. The Analytics Services are designed to measure the output visible in a consumer interface. A Third-Party Source API may produce different results and may therefore not be used for the observation itself. If a security challenge, required neutral mode or other collection condition cannot be satisfied, the affected check may be cancelled or postponed.
5.5 Point-in-time observations. A Report records what the Service was able to observe for the stated query, time and apparent geographic context. Prices, availability, machine-generated answers, citations, rankings, links and interface behaviour can change by time, location, model, device, user state, cookies, personalisation and third-party experiments. Evidence is an observation, not certification of every user’s experience or a continuing condition.
5.6 Geo-tags and timestamps. A timestamp records the Provider’s system time for a check. A geo-tag describes the configured or detected search location or network context and does not guarantee the physical location of a person or device. Times may be shown in UTC or another stated time zone.
5.7 Estimates and non-binding guidance. Revenue-at-risk and other calculated figures are model estimates based on observations and Client assumptions, such as capacity, average transaction value, utilisation, commissions and other configured inputs. They are estimates, not measurements, invoices, audits, valuations or guarantees of loss. All advice, recommendations, action plans, complaint drafts, audits and generated files are non-binding guidance. The Client must verify material observations against Evidence, obtain appropriate professional advice where needed and decide independently whether and how to act. The Provider does not guarantee results.
5.8 Product-specific action. The Client decides whether to use, edit, send, publish, deploy or ignore supplied Evidence, complaint drafts, action plans, audit findings, structured-data examples, webmaster files and other recommendations. Any test transaction or communication with a third party is undertaken by the Client outside the Service and at its own discretion and risk.
5.9 No affiliation. Unless expressly stated in an Order, the Provider and its Products are independent of all Third-Party Sources and their operators, including search, discovery, AI, booking, commerce, data, hosting and other technology providers. Third-party names and marks may be used descriptively to identify an observed source or supported interface and do not imply sponsorship, endorsement or affiliation.
6.1 Client mandate and lawful purpose. For an Analytics Service, the Client commissions the Provider to observe publicly accessible Third-Party Sources concerning each Venue, brand, domain, listing, market and other configuration identified in its Account or Order. The Client represents that it owns, operates or manages each monitored Venue, or otherwise has authority from the relevant owner or operator to commission that monitoring. It must use the Service, Reports and Evidence lawfully and consistently with its contracts and duties to third parties.
6.2 Client Data and instructions. The Client represents that it owns or has obtained all rights, notices and consents needed for the Provider and its suppliers to process Client Data and follow the monitoring instructions in the Order. The Client must not submit confidential or personal material that is unnecessary for the Service.
6.3 Prohibited conduct. The Client must not, and must not permit anyone else to:
6.4 Cooperation and approvals. The Client will provide accurate Venue, market and source configuration, timely Client Data and consolidated feedback, maintain appropriate internal review procedures, and reasonably cooperate with the Provider. The Provider is not responsible for a failure caused by incomplete, inaccurate or late instructions, data or approvals.
6.5 Enforcement. The Provider may investigate suspected misuse in a proportionate manner. It may refuse or disable unlawful Client Data or instructions, pause affected work, or restrict access where reasonably necessary to protect a Service, users, third parties or the Provider’s legal interests.
7.1 Orders. Only an Order signed by both parties is binding. Purchase-order terms or other Client boilerplate do not apply, even if referenced in a purchase order, unless the Provider expressly signs a provision adopting them.
7.2 Monthly subscription billing. Unless the signed Order states otherwise, recurring Fees are billed monthly in arrears. The Provider will issue an invoice within 10 calendar days after the end of each monthly Service period. The first invoice may include one-time onboarding Fee if stated in the signed Order.
7.3 Other one-time charges. Certain Products may follow a payment schedule stated in the signed Order. The Provider may require full payment or a non-refundable deposit before one-time work begins. Client-requested changes outside the Order are chargeable only after both parties sign a change order.
7.4 Payment method and due date. Each invoice is due within 30 calendar days after its invoice date. The Client shall pay by bank transfer in the invoiced currency to the Provider account stated in the signed Order or invoice, without set-off or deduction except where mandatory law requires otherwise. Payment is made only when cleared funds reach the Provider’s bank account. The Client bears all transfer, correspondent-bank, currency-conversion and other transaction fees so that the Provider receives the full invoiced amount.
7.5 Prices and VAT. All prices and Fees are stated and invoiced exclusive of value added tax (“VAT”) and other applicable taxes, duties or levies. The Client is responsible for those amounts except taxes based on the Provider’s net income. VAT treatment will follow the place-of-supply and reverse-charge rules applicable to the particular Service and Client.
7.6 Cross-border EU reverse charge. Where the Client is a taxable person established in another EU Member State and applicable B2B place-of-supply rules make the Client liable to account for VAT, the Provider will invoice without Latvian VAT and include the legally required reverse-charge wording, normally under Articles 44 and 196 of Council Directive 2006/112/EC, or under Article 194 where that provision applies. The Client shall provide a valid VAT identification number and account for VAT in its jurisdiction.
7.7 Latvian VAT and recovery. The Provider will add Latvian VAT whenever required by Latvian or EU law, including for Services supplied to a Client legally registered in Republic of Latvia or for any Service relating to a Venue in Latvia that is legally treated as a service connected with immovable property in Latvia, regardless of the Client’s place of registration. The Client is responsible for claiming any available deduction or refund from the competent Latvian tax authority. The location of a monitored Venue alone does not override the applicable statutory place-of-supply rules.
7.8 Withholding and billing disputes. If withholding is legally required, the Client will provide valid evidence and, to the extent permitted by law, increase the payment so that the Provider receives the amount it would have received without withholding. The Client must notify the Provider of a good-faith billing dispute within 14 days after the invoice date, describing the basis and disputed amount, and must timely pay all undisputed amounts.
7.9 Late payment and immediate suspension. To the maximum extent permitted by law, each overdue amount accrues interest at 0.1% of the unpaid amount for each calendar day of delay, beginning on the day after the due date, together with statutory recovery costs. If any invoice is not paid in full when due, the Provider may immediately and without further notice suspend a hosted Service, stop monitoring, pause work or withhold outputs until all overdue amounts, interest and costs are received in cleared funds. Fees continue during a suspension caused by late payment.
7.10 No refunds. Except where the Agreement expressly states otherwise or mandatory law requires it, Fees are non-cancellable and non-refundable. Subscription cancellation takes effect at the end of the current Subscription Term. Fees for one-time work cover reserved capacity and work performed and are not refundable after work begins, except for the Provider’s uncured material breach.
8.1 Fee changes. The Provider may change Analytics Service subscription Fees by giving at least 30 days’ notice. A change applies from the Client’s next renewal after the notice period, unless the Client orders an additional Service earlier. The Client may avoid the changed Fee by cancelling before renewal. An accepted Order price changes only through an agreed change order.
8.2 Terms changes. The Provider may update the Agreement to reflect changes in law, security, technology, features or business practice. Material changes will be notified at least 30 days before they take effect, normally by email or in-Service notice. Changes required by law or needed to address an urgent security or abuse risk may take effect sooner. If a material change substantially reduces the Client’s rights during a prepaid term, the Client may terminate the affected Service by notice before the change takes effect and receive a pro-rata refund of prepaid unused Fees for that affected Service.
8.3 Service changes. The Provider may make commercially reasonable changes to the Service and may replace features with materially similar functionality. If the Provider permanently discontinues a material paid feature without a materially similar replacement during a prepaid term, it will give reasonable notice where practicable and the Client may terminate the affected Service for a pro-rata refund of prepaid unused Fees.
9.1 Analytics availability. The Provider will use commercially reasonable efforts to make the Analytics Services available, but no specific uptime, response time, scan-completion rate or service level applies unless stated in an Order. Internet, hosting, payment and Third-Party Source failures may affect availability.
9.3 Maintenance. The Provider may perform scheduled or emergency maintenance and may limit hosted access where reasonably necessary. It will use reasonable efforts to give advance notice of planned maintenance expected to cause material interruption.
9.4 Support. The Provider will provide the support described in the applicable plan or Order. Support requests may be submitted through the contact method shown in the Service. The Client will provide information reasonably needed to reproduce and diagnose an issue.
10.1 Ownership and processing licence. As between the parties, the Client retains its rights in Client Data. The Client grants the Provider and its subprocessors a worldwide, non-exclusive right during the Agreement to host, copy, transmit, display and otherwise process Client Data only as necessary to provide, secure, support and improve the ordered Service, comply with the Agreement and law, and prevent fraud or abuse.
10.2 Client responsibility. The Client is responsible for the legality, accuracy, quality and integrity of Client Data and for obtaining all notices, consents and rights required for its processing. The Provider may reject data or instructions that are technically unsuitable or present a reasonable legal, safety or reputational risk.
10.3 No sale; usage statistics. The Provider will not sell Client Data or use it to target third-party advertising. It may generate and use telemetry, diagnostic information and aggregated or de-identified statistics that do not identify the Client or an individual, for security, analytics, capacity planning, product improvement and business reporting. The Provider will not attempt to re-identify de-identified data.
10.4 Feedback. If the Client provides ideas, suggestions or feedback, it grants the Provider a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate them without restriction or obligation, provided this does not identify the Client or disclose its Confidential Information.
10.5 Export and deletion. The Client is responsible for exporting Reports, Evidence and Client Data it wishes to retain before termination. Subject to Schedule 1 and legal retention duties, the Provider may delete Client Data 30 days after termination or Account closure and is not obliged to retain it thereafter.
11.1 Privacy Policy and roles. These Terms shall be read together with the Provider’s Privacy Policy at balticsigns-ai.com/privacy/, which explains the Provider’s processing as an independent controller of website, business-contact, account, billing, security and service-usage data. Each party will comply with applicable data-protection law. If the Privacy Policy and Schedule 1 conflict regarding personal data processed by the Provider on the Client’s behalf, Schedule 1 controls.
11.2 Processing for the Client. To the extent the Provider processes personal data on the Client’s behalf in providing the Service, Schedule 1 applies and forms the parties’ data-processing agreement. The Client is the controller and the Provider is the processor unless applicable law determines otherwise.
11.3 Security and tenant separation. The Provider will maintain appropriate technical and organisational measures designed to protect Client Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, including logical access controls intended to separate each Client’s data in a multi-tenant hosted Service. Measures take account of the state of the art, implementation costs, processing risks and nature of the data. No system is completely secure, and the Provider does not warrant that security incidents will never occur.
12.1 Confidential Information. “Confidential Information” means non-public information disclosed by or for a party that is marked confidential or should reasonably be understood as confidential given its nature and the circumstances. Client Data is the Client’s Confidential Information; non-public Service technology, security information, pricing and product plans are the Provider’s Confidential Information.
12.2 Exclusions. Confidential Information excludes information the recipient can document was lawfully known without restriction, becomes public without breach, is received lawfully from a third party without confidentiality duty, or is independently developed without use of the discloser’s Confidential Information.
12.3 Duties. The recipient will use Confidential Information only to exercise rights and perform obligations under the Agreement, protect it with at least reasonable care, and disclose it only to personnel, professional advisers and subcontractors who need to know it and are bound by confidentiality duties. The recipient is responsible for their compliance.
12.4 Required disclosure. The recipient may disclose Confidential Information to the extent required by law or binding order, provided it gives advance notice where legally permitted and reasonable assistance, at the discloser’s cost, if the discloser seeks protection.
13.1 Provider technology. The Provider and its licensors own all rights, title and interest in the Service, Documentation, Provider methods, models, interfaces, software, designs, databases, templates, know-how, improvements and related intellectual-property rights. No ownership transfers to the Client.
13.2 Client data. The Provider acquires no ownership of Client Data. The limited processing right in section 10.1 does not transfer title.
13.3 Third-Party Content. Third-Party Content and third-party names, logos and marks remain owned by their respective rights holders and may be subject to separate terms. The Agreement grants no ownership in them.
13.4 Reservation. Except for the express rights in sections 4, 14 and 26, neither party grants the other any licence by implication, estoppel or otherwise.
14.1 Analytics licence. Subject to payment of Fees, the Provider grants the Client a perpetual, non-exclusive, worldwide, royalty-free licence to use Reports generated for the Client for its internal business purposes. The Client may share them with its personnel, advisers, Venue owners, franchise partners, agencies, contracted distribution or booking partners, regulators, courts and dispute-resolution bodies where reasonably necessary for Venue operations, marketing, pricing or distribution management, compliance, claims or defence of rights.
14.2 Analytics conditions. The Client must preserve material timestamps, source labels and notices; must not falsely state that a point-in-time observation proves a continuing or universal condition; and must not alter Evidence in a misleading way. Public marketing based on AI-assistant recommendations requires the Client to verify the claim remains accurate and to comply with the relevant platform’s terms and advertising law. Sale, publication as a dataset, or redistribution of Reports or third-party answers at scale requires the Provider’s prior written consent, except where legally required.
15.1 Dependencies. A Service may observe, interact with or rely on Third-Party Sources that the Provider does not control. They may change design, models, ranking, access controls, prices, answers, content, interfaces, licence terms, geographic availability or technical behaviour without notice, which may delay, limit, change or prevent monitoring or analysis.
15.2 No third-party warranty. The Provider does not endorse or warrant Third-Party Content or the availability, legality, accuracy or conduct of a Third-Party Source. The Provider is not responsible for third-party acts or omissions, but will use commercially reasonable efforts to adapt the Service where a change materially affects a supported source.
15.3 Client relationships. The Client’s contracts and disputes with Third-Party Sources are between the Client and those third parties. The Provider does not act as the Client’s agent in enforcing commercial terms, changing online visibility, publishing website files or resolving third-party disputes.
16.1 Grounds. The Provider may suspend a hosted Service or postpone checks if it reasonably believes: the Client has materially breached the Agreement; Fees are overdue; Client Data, instructions or use create a security, legal or operational risk; suspension is required by law or a competent authority; or a Third-Party Source blocks or makes the relevant activity unlawful or technically infeasible.
16.2 Process. The Provider may suspend immediately for non-payment under section 7.9 and for urgent security, fraud, unlawful conduct or third-party risk. In other cases, where practicable, it will give notice and a reasonable opportunity to cure. The Provider will limit suspension to what is reasonably necessary and restore access after the cause is remedied and any overdue amounts are received.
16.3 Fees during suspension. Fees continue during a suspension caused by the Client. If a hosted Service suspension is not caused by the Client and materially prevents use for more than 10 consecutive days, the Provider will provide an equitable service credit or allow termination of the affected Service with a pro-rata refund of prepaid unused Fees.
17.1 Trial use. A free trial or promotional access to an Analytics Service begins when activated and ends at the earlier of the stated trial expiry or conversion to a paid subscription. Unless checkout clearly states that a trial converts automatically and provides the price and renewal interval before activation, the Provider will not charge a paid subscription merely because a trial expires.
17.2 Trial limits. Trial access may have reduced features, usage limits and retention. The Provider may end a trial at any time for misuse. Client Data and Reports may be deleted promptly when a trial ends, so the Client should export anything it needs.
18.1 Term. The Agreement begins on the Effective Date and continues until all Orders, Subscription Terms and obligations have ended or been discharged.
18.2 Renewal only if stated. A Service ends at the expiry of the term stated in the signed Order unless that Order expressly provides for automatic renewal. Where automatic renewal is stated, the renewal period and notice deadline are those in the Order; if the Order states no renewal period, renewal is month to month until either party gives at least 30 days’ written notice.
18.3 Termination for breach. Either party may terminate the Agreement or an affected Order if the other party materially breaches it and does not cure the breach within 15 days after written notice. No cure period is required for a breach that cannot be cured, fraud, unlawful use, repeated material breach, or insolvency-related event where immediate termination is permitted by law.
18.4 Provider discontinuation. The Provider may terminate an affected Service on at least 30 days’ notice if it permanently discontinues that Service. The Client will receive a pro-rata refund of prepaid unused Fees, unless termination is due to Client breach or a legal prohibition for which a refund would be unlawful.
18.5 Effects. On termination, hosted access and subscription licences end, the Client must stop using the affected Service, and all accrued payment obligations become due. The Client retains rights already granted in fully paid Reports. Termination does not affect rights accrued before termination. Provisions that by nature should survive do survive, including payment, confidentiality, intellectual property, output licences, disclaimers, indemnities, liability, dispute terms and Schedule 1 provisions concerning retained personal data.
19.1 Mutual authority. Each party warrants that it has authority to enter into the Agreement and will comply with laws applicable to its performance.
19.2 Provider warranty. The Provider warrants that a paid Analytics Service will perform in all material respects in accordance with its Documentation during the Subscription Term. The warranty does not apply to misuse, unauthorised modification, unsupported combinations, Client Data, Client systems, third-party publication or Third-Party Sources.
19.3 Remedy. The Client must report a claimed warranty breach with reasonable detail promptly after discovery. The Provider will use reasonable efforts to correct or re-perform the affected Service within the Order scope. If it cannot do so within a reasonable time, the Client may terminate the affected Service and receive a pro-rata refund of prepaid unused Fees for the non-conforming portion. This is the Client’s exclusive contractual remedy for breach of section 19.2.
19.4 Client warranties. The Client warrants that it has all rights required for Client Data, monitoring instructions and the uses it makes of Reports and Evidence, and that those items and instructions do not violate law, contract or third-party rights.
20.1 Dynamic analytics. The Client acknowledges that prices, availability, channel displays, machine-generated answers, citations, destinations, rankings and visibility are dynamic and can vary by time, location, model, device, user state, currency, cookies, personalisation and third-party experiments. The Provider does not warrant that every event will be detected, that a Report is complete or error-free, or that another user will reproduce the same result.
20.2 No outcome guarantee. The Provider does not warrant that a Service, Report, complaint draft, action plan or website file will cause a third party to change a price or other condition, improve online visibility, obtain a citation, increase direct sales, engagement, conversion, revenue or ranking, or achieve any other commercial outcome.
20.3 Generated guidance and website files. Recommendations, website audits, structured-data (schema.org) markup, metadata and title suggestions, FAQ and other content drafts, robots.txt and llms.txt files, sitemap suggestions and other generated website or technical materials follow available information and current practices but may be incomplete, become outdated or interact unexpectedly with the Client’s website. The Client or its qualified web professional must review, test, back up and deploy them. The Provider is not responsible for a site outage, ranking change, security issue or third-party claim caused by Client-controlled deployment except to the extent directly caused by the Provider’s breach.
20.5 General disclaimer. Except for the express warranties in section 19 and to the maximum extent permitted by law, the Services, Reports, Evidence, Documentation, trials and support are provided “as is” and, for hosted features, “as available.” The Provider disclaims implied warranties and conditions, including merchantability, satisfactory quality, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation. Mandatory rights that cannot lawfully be excluded remain unaffected.
21.1 Provider IP indemnity. The Provider will defend the Client against a third-party claim that the Client’s authorised use of the paid Service infringes that third party’s copyright, database right, patent or trademark in the European Union, and will pay damages and reasonable costs finally awarded or agreed in settlement by the Provider.
21.2 IP remedies and exclusions. If such a claim is made or likely, the Provider may obtain the right to continue use, modify or replace the affected Service or output, or terminate the affected portion and refund prepaid unused Fees. The Provider has no obligation to the extent a claim arises from Client Data, Third-Party Content, Client-selected materials, an unauthorised modification or use, failure to use an update that would have avoided infringement, or combination with items not supplied by the Provider. Sections 21.1 and 21.2 state the Client’s exclusive contractual remedies for third-party IP claims.
21.3 Client indemnity. The Client will defend the Provider and its affiliates against third-party claims arising from Client Data and Client Materials, monitoring instructions, Client-approved factual or advertising claims, or the Client’s unlawful or unauthorised use, publication, deployment or distribution of a Service, Report or Evidence, and will pay damages and reasonable costs finally awarded or agreed in settlement by the Client.
21.4 Procedure. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s cost, and allow it sole control of defence and settlement. Delay reduces the obligation only to the extent materially prejudicial. No settlement may admit fault by or impose non-monetary obligations on the indemnified party without its written consent, not to be unreasonably withheld.
22.1 Excluded losses. To the maximum extent permitted by law, neither party is liable under or in connection with the Agreement for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, business, anticipated savings, goodwill or opportunity, even if advised that it was possible. This exclusion does not prevent recovery of Fees paid for a Service that was not supplied or direct costs reasonably incurred to restore Client Data following a breach for which the Provider is liable.
22.2 General cap. Subject to sections 22.3 and 22.4, each party’s total aggregate liability arising from or related to the Agreement in any rolling 12-month period will not exceed the Fees paid or payable by the Client for the affected Service during the 12 months immediately before the first event giving rise to liability.
22.3 Enhanced cap. Each party’s total aggregate liability for breach of confidentiality or applicable data-protection law, and the Provider’s liability under section 21.1, will not exceed one time the amount calculated under section 22.2.
22.4 Unlimited matters. Nothing excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, wilful misconduct or gross negligence, or death or personal injury caused by negligence. The caps do not limit the Client’s obligation to pay Fees, or liability for deliberate infringement or misappropriation of the other party’s intellectual-property rights.
22.5 Allocation of risk. The limitations apply regardless of the legal theory and in the aggregate across the Agreement. The Fees reflect this allocation of risk. Each party must take reasonable steps to mitigate loss.
23.1 Events beyond control. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil disorder, labour dispute, government action, utility or telecommunications failure, cyberattack by a third party, hosting or internet failure, or material failure or restriction of a Third-Party Source. This section does not excuse payment obligations for Service already supplied.
23.2 Mitigation and extended event. The affected party will use reasonable efforts to mitigate the event and resume performance. If a force-majeure event materially prevents the Service for more than 30 consecutive days, either party may terminate the affected Order; the Provider will refund prepaid unused Fees for the period after termination.
24.1 General compliance. Each party will comply with laws applicable to its own performance, including anti-bribery, sanctions and export-control laws. The Client must not use the Service in or for the benefit of a sanctioned territory or person where prohibited, or to support unlawful surveillance, discrimination or collusion.
24.2 Requests and investigations. The Provider may request information reasonably necessary to verify compliance and may refuse or suspend performance where required by law. Nothing requires either party to act unlawfully or contrary to a binding order.
25.1 Notices. Operational notices may be sent by email, Account notification or in-Service message. Legal notices under sections 18, 21 or 25.9 must be in writing and sent to the Client’s Account or Order email and, for the Provider, to ip@signs.lv or by registered post to its registered office. Email notice is received on the next business day after sending unless the sender receives a delivery failure; registered post is received on recorded delivery.
25.2 Assignment. Neither party may assign the Agreement without the other’s prior written consent, not to be unreasonably withheld. Either party may assign it without consent to an affiliate or in connection with a merger, reorganisation or sale of substantially all relevant assets, if the assignee is not a direct competitor of the other party and assumes the obligations in writing. The Provider may use subcontractors and remains responsible for their performance as required by the Agreement.
25.3 No agency. The parties are independent contractors. The Agreement does not create a partnership, franchise, employment, fiduciary, joint venture or agency relationship, and neither party may bind the other.
25.4 Third-party rights. A person who is not a party has no right to enforce the Agreement, except a permitted successor or assignee.
25.5 Waiver. A waiver must be in writing and applies only to the specific instance. Delay or failure to enforce a right is not a waiver.
25.6 Severability. If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue. The parties will replace it with a valid provision that most closely reflects its commercial purpose.
25.7 Entire agreement and prior arrangements. Once an Order is duly signed by both parties, the Agreement is the entire agreement about that Order and its subject matter and supersedes all prior or contemporaneous agreements, proposals, statements, negotiations and understandings concerning the same Service and scope. It does not terminate a separate confidentiality agreement, data-processing agreement or other document that the signed Order expressly preserves. Each party acknowledges it has not relied on a statement not set out in the Agreement, without limiting liability for fraud.
25.8 Interpretation. “Including” means “including without limitation.” Headings are for convenience. A reference to writing includes email where the Agreement permits it. The singular includes the plural. If the Agreement is translated, the English version controls to the extent permitted by law.
25.9 Governing law and courts. The Agreement and any non-contractual obligations arising from it are governed by the laws of the Republic of Latvia, without regard to conflict-of-laws rules. Before filing a claim, senior representatives will try in good faith for 30 days to resolve the dispute, unless urgent interim relief is needed. The courts of Riga, Latvia have exclusive jurisdiction.
25.10 Counterparts and electronic signatures. An Order or change order may be signed in counterparts and exchanged electronically. The parties accept electronic signatures that are valid under Regulation (EU) No 910/2014 (eIDAS) and applicable Latvian law. A qualified electronic signature has the equivalent legal effect of a handwritten signature throughout the European Union. Each authorised electronic signature binds the relevant party, and the resulting electronic record is treated as an original.
26.1 Application. This section applies where an Order includes a creative production Product (for example, AI Studio), under which the Provider produces bespoke video or other creative output (each a “Deliverable”) from the Client Materials. Sections 4.4 and 5, which govern Analytics Services, do not apply to creative production; this section and the Order govern it.
26.2 Client Materials licence. The Client retains ownership of its Client Materials and grants the Provider and its sub-processors a non-exclusive, worldwide licence, for the duration of the Order and any related support, to store, reproduce, modify, adapt and process the Client Materials solely to produce and deliver the Deliverables.
26.3 Client rights and warranties. The Client represents and warrants that it owns or has obtained all rights, licences, consents and releases necessary for the Provider to use the Client Materials as contemplated, including in respect of any individuals depicted (image and likeness), any third-party trademarks, logos or copyright works, and any property or location shown. The Client will not supply Client Materials that are unlawful or infringe a third party’s rights.
26.4 Ownership of Deliverables. On the Provider’s receipt of full payment of the Fees for a Deliverable, the Provider assigns to the Client all right, title and interest the Provider holds in that final Deliverable or, to the extent any right cannot be assigned, grants the Client a perpetual, worldwide, royalty-free, exclusive licence to use, reproduce, adapt, distribute and publish it across the Client’s own marketing and business channels. Before full payment, a Deliverable is provided for review only and may not be published. This section does not transfer the Provider’s pre-existing or general tools, models, templates, software or know-how, which remain the Provider’s property under section 13.
26.5 Third-party elements. A Deliverable may include third-party elements (for example, licensed music, stock footage, fonts or AI-generated components) that remain subject to their own licence terms. The Provider will identify any such element that carries a usage restriction, and the Client is responsible for complying with those terms in its use of the Deliverable.
26.6 Revisions, acceptance and warranty. The Order states the number of included revision rounds. Unless the Order states otherwise, a Deliverable is deemed accepted when the Client approves it or does not reject it in writing, stating specific reasons, within five (5) Business Days of delivery; changes beyond the included revisions or after acceptance require a signed change order. The Provider warrants that each Deliverable will, on delivery, materially conform to the specifications in the Order, and the Client’s exclusive remedy for non-conformity is re-performance of the affected work within the Order scope. Fees for creative production are billed under section 7.3 and are non-refundable as set out in section 7.10.
SIA “Baltic Signs”
Registration number 40003824281 · VAT number LV40003824281
Registered office: Patversmes iela 17, Rīga, LV-1005, Latvia
Legal notice email: ip@signs.lv
1. Scope and status. This Data Processing Addendum (“DPA”) applies where the Provider processes Personal Data on behalf of the Client in providing the Service. It forms part of the Agreement and applies from the start of that processing. Capitalised terms not defined here have the meaning in the Agreement. “Controller,” “Processor,” “Data Subject,” “Personal Data,” “Personal Data Breach,” “Processing” and “Supervisory Authority” have the meanings in Regulation (EU) 2016/679 (“GDPR”).
2. Roles. The Client is the Controller and appoints the Provider as Processor. If the Client acts as a Processor for another Controller, the Provider is the Client’s Sub-processor and the Client confirms it has authority to appoint the Provider and give the instructions in the Agreement. Each party will comply with obligations applicable to its role.
3. Documented instructions. The Provider will process Personal Data only on documented instructions from the Client, consisting of the Agreement, configured use of the Service and other written instructions consistent with it, unless Union or Member State law requires other processing. Where legally permitted, the Provider will inform the Client before required processing. The Provider will promptly tell the Client if it believes an instruction infringes applicable data-protection law and may suspend the affected processing while the parties resolve the issue.
4. Processing details. The subject matter, duration, nature, purpose, types of Personal Data and categories of Data Subjects are described in Annex A to this DPA. The Client will not instruct processing that is materially different without the Provider’s written agreement.
5. Confidentiality. The Provider will ensure that persons authorised to process Personal Data are bound by confidentiality and receive appropriate data-protection and security instructions.
6. Security. Taking account of the state of the art, implementation costs, nature, scope, context and purposes of processing and risks to individuals, the Provider will implement appropriate technical and organisational measures under Article 32 GDPR. Measures will include, as appropriate: access control and least privilege; authentication and credential protection; encryption in transit and at rest where appropriate; logging and monitoring; vulnerability and patch management; backup and recovery; incident response; supplier due diligence; and periodic testing of security controls. The Provider may update measures provided it does not materially reduce overall protection.
7. Sub-processors. The Client gives general written authorisation for the Provider to appoint the Sub-processors listed in Annex B and additional or replacement Sub-processors. The Provider will maintain a current list in the Service or make it available as described in the Privacy Policy and will give at least 15 days’ advance notice of a material new Sub-processor where reasonably practicable. The Client may object during that period on reasonable, documented data-protection grounds. The parties will work in good faith on a reasonable solution; if none is available, the Client may terminate the affected Service and receive a pro-rata refund of prepaid unused Fees. The Provider will impose data-protection obligations that are no less protective in material respects and remains responsible for the Sub-processor’s performance to the extent required by applicable law.
8. International transfers. The Provider will not transfer Personal Data outside the European Economic Area unless a lawful transfer mechanism and required safeguards are in place. Where required, the applicable European Commission standard contractual clauses are incorporated by reference, with the Client as data exporter and the Provider or relevant Sub-processor as data importer, and will prevail for the transfer to the extent of conflict.
9. Data Subject requests. Taking account of the nature of processing, the Provider will provide reasonable assistance through appropriate technical and organisational measures for the Client to respond to requests to exercise Data Subject rights. If the Provider receives a request relating to Client-controlled Personal Data, it will refer the requester to the Client and will not respond substantively unless instructed or legally required.
10. Compliance assistance. Taking account of the nature of processing and information available to it, the Provider will reasonably assist the Client with security obligations, Personal Data Breach notifications, data-protection impact assessments and prior consultations under Articles 32–36 GDPR. Assistance beyond standard Service functionality may be charged at agreed reasonable rates where the need was not caused by the Provider’s breach.
11. Personal Data Breach. The Provider will notify the Client without undue delay after becoming aware of a Personal Data Breach affecting Client-controlled Personal Data. As information becomes available, the notice will describe the nature of the breach, likely consequences, categories and approximate numbers of affected Data Subjects and records, mitigation taken or proposed, and a contact point. The Provider’s notice is not an admission of fault. The Client is responsible for notifications to Supervisory Authorities and Data Subjects, except where law assigns that duty to the Provider.
12. Deletion and return. At the Client’s choice and subject to Service functionality, the Provider will return or delete Client-controlled Personal Data after the relevant Service ends, and delete copies, unless law requires retention. The Client must exercise any available export option before termination. Personal Data in backups may remain until overwritten under normal retention cycles, protected and isolated from further processing except restoration or legal necessity.
13. Client obligations. The Client will ensure its instructions are lawful, give required notices, establish a lawful basis, minimise Personal Data, configure appropriate access and retention, respond to Data Subject requests, and avoid submitting sensitive data prohibited by section 6.3 of the Terms. The Client is responsible for the accuracy and legality of Personal Data and for determining whether the Service is suitable for its processing.
| Element | Description |
|---|---|
| Subject matter | Operation, hosting, support, security and improvement of the purchased Product and Analytics Services. |
| Duration | The applicable Subscription Term and any limited post-termination retention period described in the Agreement, unless law requires longer retention. |
| Nature and operations | Neutral-context automated observation of publicly accessible online sources, geographic routing, screenshot capture and automated extraction; and collection, transmission, storage, organisation, retrieval, analysis, display, support access, deletion and generation of outputs. |
| Purposes | Providing configured market, pricing, availability and online-visibility monitoring; authenticating users; generating, storing and delivering dashboards, estimates, complaint drafts, action plans, website-audit materials, Reports and Evidence; support, troubleshooting, security, backup and recovery; and complying with documented Client instructions. |
| Data Subjects | Authorised Users, Client personnel and business contacts; Venue owners or business contacts identified by the Client; and, only incidentally, individuals whose publicly displayed identifiers or content appear on a captured source page. Analytics collection is intended to use neutral contexts and not to capture private client, guest or real-user sessions. |
| Personal Data | Business contact details, user identifiers, account and access data, support communications, Venue or configuration data linked to an individual, IP addresses, technical logs, and any publicly displayed identifier or content incidentally included in Evidence. Venue names, public prices, synthetic prompts, machine-generated answers and Client-supplied business assumptions are generally not Personal Data unless linked to an identifiable individual. |
| Sensitive data | The Service is not intended for special-category data, criminal-offence data, payment-card data, government identifiers, guest reservation data or similar sensitive information, and the Client must not submit them without prior written agreement. |
| Frequency | Continuous, periodic or event-driven according to the Client’s plan, Order, configuration and support requests. |
| Retention | According to the Agreement, Client configuration and Provider retention schedule, including deletion generally within 30 days after termination or Account closure except for backups, security logs or legally required records. |
Current list. The Client authorizes the Provider to use the following categories of Sub-processors, including current and replacement providers within those categories.
| Category | Purpose | Location | Data involved |
|---|---|---|---|
| Data hosting and storage | Databases, object storage, backup and recovery | EEA and/or other documented locations subject to lawful safeguards | Account, configuration, business assumptions, structured observations, Reports and Evidence, and Client-supplied media and delivered creative outputs (e.g. photographs and produced video) |
| Application hosting and delivery | Application hosting, content delivery and security | Global networks; processing locations disclosed in the current list | Application assets, network and technical request data; limited account or diagnostic data as configured |
| Collection infrastructure | Collection servers, automation and operational monitoring | EEA and/or other documented locations subject to lawful safeguards | Source configuration, public-page observations, screenshots and operational logs |
| AI and machine processing | Structuring screenshots, source content and machine-generated answers; and generating creative outputs (such as video) from Client-supplied images and assets | EEA and/or other documented locations subject to lawful safeguards | Public-source screenshots or content, answer text and extraction instructions, and Client-supplied images and brand assets that may incidentally depict individuals; no private user-account data intended |
| Network and geographic routing | Routing requests to approximate selected target markets | Global networks; processing locations disclosed in the current list | Target market, destination request and connection metadata; no Client account content intended |
| Other operational providers | Communications, support, payment, security and other functions needed to provide the Service | As disclosed in the current list and subject to applicable safeguards | Only the minimum account, billing, support or technical data required for the relevant function |
Questions about these Terms? Email ip@signs.lv.