1.1 Effective Date. This Agreement becomes effective on the earliest of: (a) execution of an Order Form or expressly agreed in writing referencing this Agreement; or (b) Customer’s first access to the Software (“Effective Date”). Click-through acceptance applies only where expressly permitted in the applicable Order Form or expressly agreed in writing.
1.2 Authority. Each party represents that it has full authority to enter into this Agreement and that doing so does not violate any other agreement to which it is a party.
1.3 Enterprise Accounts & Data Ownership. Where an account is created using a Customer-controlled email domain, all data and accounts associated with that domain are deemed controlled by Customer. Twigex will reasonably cooperate with Customer to transfer administrative control upon written request.
2.1 License Grant. Subject to payment of applicable fees, Twigex grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Software solely for Customer’s internal business purposes during the Subscription Term, for the number of authorized Users.
2.2 Restrictions. Customer shall not:
2.3 Customer Modifications. Customer may configure or modify the Software as expressly permitted in the Documentation. Twigex does not warrant or support Customer-developed modifications unless otherwise agreed in writing.
2.4 Support Limitation for Modified Code. Twigex may require reproduction of an issue on an unmodified version of the Software prior to providing support.
2.5 Open Source. Open-source components remain subject to their applicable licenses.
3.1 Subscription Structure. Fees are based on subscription tiers and User counts specified in the applicable Order Form or expressly agreed in writing.
3.2 Add-Ons & Overages. Customer may purchase add-ons during the Subscription Term. Unless otherwise stated, add-ons are co-terminous with the underlying Subscription.
3.3 Usage Reporting. Twigex may invoice for additional Users activated by Customer based on quarterly usage reports.
3.4 Audit Rights. No more than once annually, Twigex may audit Customer’s compliance with User limits upon thirty (30) days’ written notice, during normal business hours, using an independent auditor bound by confidentiality. If underpayment exceeds ten percent (10%), Customer shall reimburse reasonable audit costs.
4.1 Professional Services. Twigex may provide professional services including implementation assistance, architectural guidance, consultations, and best-practice recommendations (“Professional Services”) under a mutually executed Statement of Work (“SOW”), Order Form, or expressly agreed in writing.
4.2 Engineering Supervision. Where expressly agreed, Twigex may provide engineering supervision or advisory oversight. Such supervision does not constitute acceptance of responsibility for Customer-developed code or Customer-managed infrastructure.
4.3 Custom Development. Unless otherwise stated in an SOW:
4.4 Support Eligibility. Modifications developed by Twigex or under paid Professional Services remain eligible for standard support. Other Customer-developed modifications are excluded.
4.5 Restoration & Remediation. Any remediation required due to unsupported modifications may be billed at Twigex’s then-current professional services rates.
5.1 Performance Warranty. Twigex warrants that, during the Subscription Term, the unmodified Software will materially conform to the Documentation.
5.2 Security Warranty. Twigex represents that it uses commercially reasonable measures to prevent the introduction of malicious code.
5.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE IS PROVIDED “AS IS.”
5.4 Limitation of Liability. Except for Excluded Claims, each party’s total aggregate liability shall not exceed the fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to the claim.
5.5 Excluded Claims. Liability caps do not apply to breaches of confidentiality, IP indemnification obligations, or gross negligence or willful misconduct.
6.1 IP Indemnity. Twigex will defend and indemnify Customer against third-party claims alleging that the unmodified Software infringes intellectual property rights.
6.2 Exclusions. No indemnity applies to claims arising from Customer modifications or misuse.
7.1 Confidentiality. Each party shall protect the other’s Confidential Information using reasonable care. Obligations survive for five (5) years after termination.
7.2 Publicity. Twigex may reference Customer as a client only with Customer’s prior written consent.
7.3 Non-Solicitation. During the term and for twelve (12) months thereafter, neither party shall actively solicit for employment the other’s employees directly involved in the Services.
8.1 Term & Renewal. Subscriptions renew for successive twelve (12) month terms unless either party provides sixty (60) days’ notice of non-renewal.
8.2 Termination for Cause. Either party may terminate for material breach not cured within thirty (30) days.
8.3 Data Return & Deletion. Upon termination, Customer may export its data for thirty (30) days, after which Twigex will delete Customer data unless legally required to retain it.
9.1 Architecture & Data Access. In self-hosted deployments, all Customer Data remains within Customer-controlled infrastructure. In SaaS deployments, Customer instances are logically isolated.
9.2 Information Security Program. Twigex maintains a written security program aligned with industry standards.
9.3 Security Incidents. Twigex shall notify Customer without undue delay following confirmation of a Security Incident.
10.1 Data Roles. In SaaS deployments, Twigex acts as a Data Processor solely to operate and support the Software.
10.2 Subprocessors. Customer authorizes Twigex to engage subprocessors subject to confidentiality and data protection safeguards.
11.1 Compliance with Laws. Each party shall comply with applicable laws.
11.2 Customer Responsibilities. Customer is responsible for determining regulatory suitability and lawful use of the Software.
12.1 Governing Law. This Agreement is governed by the laws of the Republic of Latvia.
12.2 Jurisdiction. Courts of the Republic of Latvia shall have exclusive jurisdiction unless mandatory law requires otherwise.
12.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes prior agreements.
12.4 Notices. Notices shall be delivered by courier or email to the addresses specified in the applicable Order Form or agreed in writing.