General Terms and Conditions

1.Validity

These General Terms and Conditions (the “Terms”) apply to any IT service and technical support provided by WMC to Clients and form an integral part of any contract or agreement entered into by WMC with a Client, unless the parties have expressly agreed otherwise.

2. Remuneration

2.1 The remuneration for the IT service and support provided by the WMC shall be determined by

• by separate agreement between WMC and the Client in one of the following ways: by a separate written agreement, by correspondence between the parties following an offer by either party, or by acceptance “on request” by WMC; or
• in accordance with the provisions set out in paragraphs 2.2 to 2.7 of these Rules; and/or
• by a separate agreement for the services of other service providers in accordance with paragraph 3 of these Regulations.

2.2 WMC’s remuneration shall be calculated at WMC’s hourly rates according to the time spent by the Employee in providing the Service to the Client. Unless otherwise agreed by the parties, the following hourly rates shall apply for any services provided by WMC:

System Architect:	60,00 EUR
Main programmer:	50,00 EUR
Business analyst:	45,00 EUR
Designer, programmer, project manager:	40,00 EUR

WMC’s remuneration for data processing and storage is calculated according to the volumes of information consumed and required in accordance with the price list and the tariffs of third-party service providers.

The Client can find the prices and payment terms on the WMC website.

In addition, VAT is charged where applicable. The hourly rate is calculated for each activity and the minimum time to be invoiced is 20 minutes. WMC shall be entitled to vary the rates set out in this clause from time to time by giving prior notice to the Customer.

The Customer shall be informed 30 (thirty) days in advance of any changes to the terms and conditions of the service and changes to the prices of the services.

2.3 For a working day spent on behalf of the Client outside the Riga district, in addition to the actual working hours, an absence allowance shall be calculated in accordance with the norms for reimbursement of travel expenses.

2.4. WMC may incur costs and expenses for hosting the software, managing the email service, etc. provision of IT services to the Client. Costs and expenses generally include the cost of purchasing licences, domain registration etc. These costs are added to the invoice for the provision of services.

2.5. WMC has the right to request the payment of a security deposit for the development of the software. In such case, WMC shall commence the development of the Software only upon receipt of the agreed security deposit. WMC shall be entitled to withhold all or part of the security deposit paid by the Client to cover any debt owed by the Client.

2.6. WMC shall invoice the Client before or upon completion of the relevant Work Assignment. If the Client’s assignment takes more than 40 hours (1 week) to complete or WMC provides the Client with regular work over a long period of time, WMC may invoice on a weekly basis or at such other time as it deems appropriate. WMC’s invoice shall itemise the work and reflect any additional expenses or costs incurred on behalf of the Client.

2.7. The client shall pay the agreed deposit before the start of the software development. The Client shall pay the final settlement in accordance with the agreement of the Parties for the work performed in the individual stages, as well as the additional costs incurred for purchased licences, data and additional work.

2.8. If, in the course of the work, WMC becomes aware of extraordinary circumstances or circumstances not previously disclosed by the Client, WMC shall be entitled to revise the previously agreed remuneration accordingly, ensuring that the Client becomes aware of the circumstances without delay and agrees on the amount of the remuneration and/or compensation.

2.9. In the event that a security deposit has been paid, WMC shall, within 14 (fourteen) days of the completion of the service, transfer it back to the Client’s bank account from which the payment was received, unless the security deposit is used in whole or in part to cover the Client’s obligations and payment for the services.

2.10. If an invoice issued by WMC is not paid within the time limit specified therein, WMC shall send a notice to the Client giving a period of not less than ten (10) calendar days for voluntary payment of the invoice. If the invoice is not paid within the time limit set out in the notice, WMC shall be entitled to apply a penalty of 0.5% of the amount of the overdue payment for each day of delay, up to a maximum of 10% of the principal amount due, and to suspend the provision of the Service until payment is received.

3. Service provider

WMC provides IT services through its own staff and/or through WMC partners and third parties. In providing IT services, WMC may engage contractors at its discretion.

4. Rights and obligations

4.1. WMC services are provided in accordance with the general ethical principles of the profession. WMC shall provide the Client with services of high quality, in accordance with the Client’s instructions and the terms of the Agreement.

4.2. Instructions and assignments may be given to WMC on behalf of the Client by a duly authorised person of the Client (such authorisation may also be given by e-mail) and the Client shall notify WMC of any changes in the composition of the Client’s authorised persons, failing which WMC shall be entitled to accept as binding the instructions and assignments of all authorised persons notified to it.

4.3. WMC shall provide information on the progress and status of any relevant Work Assignment and other reports as requested by the Client.

4.4. WMC provides online availability of the software and services according to the service plan, restoration from the last backup if necessary, technical support, planning and development of functionality enhancements, content, structure and design changes, performance and speed improvements, etc.

4.5. WMC shall provide the Customer with reasonable continuity of operation of the Software by testing the Software in a test environment prior to implementation. The Customer shall provide WMC with unimpeded access to install the Software and shall not knowingly interfere with the operation of the Software.

4.6 Upon delivery of the Software for maintenance, the Customer shall provide WMC with administrator level access with maximum access rights for the duration of the maintenance.

4.7. The Customer undertakes to use only secure passwords (at least 8 characters, uppercase, lowercase letters, numbers, special characters), to keep the access data absolutely confidential so that no other third party has access to it, and to ensure the protection of its network infrastructure and software.

4.7. If the Client does not raise any reasoned objections within 5 working days after the completion of the relevant Work Assignment and does not inform WMC of the necessary changes, the relevant Work Assignment shall be deemed to have been accepted.

4.8. WMC shall remedy defects at its own expense if the Customer discovers them after acceptance of the work and makes justified claims within a reasonable time, but not later than 12 months after the first release of the software in the production environment.

4.9 The Parties undertake to inform the other Party immediately of any changes to the details, including contact details, to ensure the successful performance of the Contract.

5. Cooperation with the Client

5.1. The estimated time and date of delivery of the IT service and support shall be mutually agreed upon receipt of the Client’s request.

5.2. If the Client is required to provide information and documents to WMC for the development of the Software, the Client shall provide such information and documents to WMC in a timely manner and in accordance with WMC’s instructions. If the Client provides WMC with the information and documents required for the development of the Software late, WMC may adjust the deadlines for the provision of the Services and the performance of the Work and the payment accordingly. WMC relies on the information and documents provided by the Customer to be complete, true and correct.

5.3 The Customer acknowledges that the Customer’s employees or representatives are available to provide such details and information as may be necessary to enable WMC to develop the Software and provide the Support Service to the Customer. If the Customer does not wish to be contacted by any of its employees, the Customer shall notify WMC in writing in advance.

5.4 In the event of a security incident, the Customer shall use its best endeavours to notify WMC as soon as possible and WMC shall use its best endeavours to resolve the incident as soon as possible by restoring the Software from a backup copy.

6. Communication, data processing and data protection

6.1. Any written communication between the parties under these Terms shall be valid if sent by post or electronic mail other than by return of automated message, and any other communication in an electronic medium, including communications by telephone and mobile applications.

6.2. The Customer agrees to the storage of personal and factual data on WMC storage media. The Client acknowledges that he/she is aware of the risks of communication by e-mail and telephone, mainly the risk of data loss, transmission and access to third parties, and agrees that information between the Client and WMC is transmitted electronically and telephonically.

6.3. WMC acts as a data processor when providing the Client with the programming service and when processing personal data on the Client’s instructions. WMC undertakes to process personal data in accordance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) and other laws and regulations in order to achieve the purpose of the provision of the service, to the extent and for the period appropriate for that purpose. WMC shall be liable to the data subject only for the processing of the data carried out by WMC on behalf of the controller, the Client, and not for the processing of the data carried out by the Client. WMC shall carry out the processing of personal data for as long as the processing is to be carried out in accordance with the concluded contracts, for the purpose of fulfilling the obligations (providing functions, services) set out therein.

6.4. By signing the IT Services Agreement, the Client agrees that WMC may engage other processors to process personal data to ensure the operation of WMC and the provision of professional services. Upon termination of the IT Services Agreement between the Client and WMC or at the Client’s request, WMC undertakes to transfer to the Client and delete the personal data in its possession which it processed in order to provide the service to the Client, unless otherwise required by law or regulation.

6.5 The Client represents and warrants that it has the necessary legal basis for the transfer of personal data to WMC and other processing of such data, and that it processes personal data in accordance with the requirements of the General Data Protection Regulation and other laws and regulations, assuming full responsibility to the data subject for its processing of personal data. WMC is not obliged to verify the existence of a legal basis for receiving personal data from the Client and shall not be liable to the data subject if the Client has carried out unauthorised processing of the data subject’s personal data.

7. Liability

7.1. WMC shall not be liable for any software in the Client’s possession other than software developed by WMC and shall not be liable for any damages arising from the use of information or work orders supplied by the Client or from inaccuracies in the information or work orders supplied by the Client or its employees.

7.2. WMC shall not be liable for any damages suffered by the Client as a result of the Client acting contrary to WMC’s recommendations or independently, without consent, making changes to the settings or file systems of software developed by WMC.

7.3. WMC is not responsible for any limitations in the use of the Software due to the Client’s outdated hardware or software. WMC may apply additional compensation according to the time invested by WMC to adapt the system to the Client’s hardware.

7.4 WMC is not responsible for errors that occur outside of WMC’s control, such as DNS registry, data centres, ISP activity, browser manufacturers, web application modules, component updates, changes, etc., as well as Customer’s cooperation with third parties that affect the operation of software and data developed and/or hosted by WMC. In such cases, WMC may, at the Client’s request, deal with the problem and apply additional compensation.

7.5 The Customer is responsible for using the Software in accordance with WMC’s instructions.

8. Force majeure

8.1. The Parties shall be exonerated from liability for partial or total non-performance of their obligations under the Contract if and when such non-performance is due to Force Majeure occurring after the date of conclusion of the Contract as a result of a disaster which could not have been foreseen or prevented. Such force majeure shall include events beyond the control and responsibility of the Parties: natural disasters, pandemics, the effects of extraterrestrial origin, fire, lightning, earthquakes, floods, other natural disasters, social conflicts (strikes, riots, terrorism, war and acts of war); laws, regulations and instructions adopted by the authorities and administrative bodies of the State and local authorities of Latvia, which are binding on the Parties.

8.2. The Party whose performance of its contractual obligations is affected by Force Majeure shall without delay notify the other Party in writing within 3 (three) working days of the occurrence of such circumstances and shall attach to the notification a certificate issued by the competent authorities containing confirmation and a description of the said circumstances, if possible.

8.3 The Parties shall be relieved of liability under Clause 8.1 only for the period during which the Force Majeure Event exists. If such circumstances continue for more than one (1) month, either party shall be entitled to terminate the contract unilaterally on the grounds of impossibility of performance without compensation for any damages allegedly suffered.

9. Termination

All Contracts may be terminated by either Party by giving the other Party at least 30 (thirty) days’ prior written notice to that effect. Unless otherwise agreed by the parties in separate contracts, contracts for the provision of services for a fixed remuneration may be terminated only for good cause and in settlement of the work performed by WMC up to the date of termination.

10. Applicable law and jurisdiction

Any dispute between the parties arising out of or relating to these Terms and Conditions shall be settled in the courts of the Republic of Latvia in accordance with the laws and regulations in force in the Republic of Latvia.

11. Other provisions

Any term or provision of these Terms or any separate agreement between the parties which is invalid or unenforceable in any particular situation or jurisdiction shall not affect the validity and enforceability of the remaining terms or provisions or the validity and enforceability of the non-conforming terms. In such a case, the parties agree to replace the relevant clauses or provisions with those that most accurately reflect the original intentions of the parties.