Last updated: 17 August 2026
1.1. These Terms and Conditions (the “Terms”) govern the use of and subscription to the Software and the provision of related Services provided by Tinrate. These Terms apply to all Orders executed between the Parties (via the online self-service available on the Tinrate website) (all as defined below). The Client expressly waives the application of its own general and special terms and conditions, even where it is stated therein that only those conditions may apply and even if such terms were not protested by Tinrate.
1.2. By executing an (online registration) Order, or other document referring these Terms, by clicking a box indicating acceptance or by using the Software, the Client acknowledges that it has read, understands and accepts these Terms and agrees to be bound by them. If you are an employee (or contractor) of the Client accepting these Terms on behalf of the Client, you represent and warrant that you have full legal authority to bind the Client to the Agreement and have read and understand the Terms.
2.1. Capitalized terms shall have the meaning given to them below:
“Agreement” means the entire contractual relation between the Parties, including these Terms, the Order(s) and any other document referring to these Terms executed between the Parties and any annexes thereto.
“APIs” means the proprietary application programming interfaces, developed and owned by Tinrate allowing the Software to communicate with the Client Systems and other (third party) software or systems as may be further described in an Order.
“Confidential Information” of a Party means the information of such Party, whether in written, oral, electronic or other form, and which (i) is explicitly marked as confidential or proprietary, or (ii) should reasonably be considered confidential given its nature, regardless of whether it is expressly marked as confidential, including information concerning clients, prospects, personnel, suppliers, partners, affiliates or others, training methods and materials, financial information, marketing plans, devices, discoveries, ideas, know-how, techniques, formulas, blueprints, software (in object and source code form), documentation, designs, prototypes, methods, processes, procedures, codes, and any technical or trade secrets, including all copies of any of the foregoing or any analyses, studies or reports that contain, are based on, or reflect any of the foregoing. The Confidential Information of Tinrate shall in any event include any information related to the Software, APIs and Services.
“Client” means the legal entity identified in the relevant Order.
“Client Data” means all content, data, texts, graphics, videos, or other material proprietary to or held by the Client or its Experts which is provided, submitted, inserted or otherwise uploaded to or published on the Solution by the Expert or Client in the execution of the Terms;
“ClientSystem” means the collection of legacy software, systems, websites databases, documents, and infrastructure that is owned by and/or or licensed by the Client.
“Documentation” means the technical and functional manuals, user instructions and/or operating guidelines that Tinrate generally makes available to its Clients from time to time.
“Expert” means any individual expert that accesses, interacts with or makes use of the Solution and is part of the Client’s staff.
“Intellectual Property Rights” means (non-exhaustive list) patents, trademarks, copyrights, rights in software programs (both in object code and source code), design rights, database rights, proprietary rights in know-how, business names, trade names and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of the afore listed which may subsist anywhere in the world, and any other intellectual or industrial property rights in any country and any existing or future applications for or registrations of such rights.
“Order” means the written or electronic document signed by both Parties, regardless its entitlement, detailing the scope and other specifics of the subscription to the Software and related Services ordered by the Client, including the specific conditions under which such order is made.
“Output” means any results, content or other output generated by or resulting from the usage of the Solution.
“Party” or “Parties” means either Tinrate and the Client individually or together.
“Services” means the professional services (such as consultancy, maintenance and support or other services) to be provided by Tinrate, as described in an Order or as mutually agreed in writing from time to time.
“Software” means the proprietary software and API’s, developed and owned by Tinrate, providing a plug and play expert engagement, AI interaction and meeting scheduling software that can also be embedded by the Client in its website and social media, enabling Clients to input organizational context within their environment and to deploy AI-powered chatbot through which Users can (i) submit queries and receive responses generated using such organizational context; and (ii) book pre-sales, introductory and recruitment or interviews with experts of the Client, as may be further described in the Order.
“Solution” means the Software as provided to the Client in accordance with the relevant Order(s), together with the Client Systems connected by the Client via the available APIs.
“Tinrate” means Tinrate BV, with commercial name Tinrate, a limited liability company, with registered offices at Moutstraat 124, 9000 Ghent, Belgium, and registered with company number 1031.684.872 (RLE Ghent, division Ghent).
“User(s)” means any (third party) individual user that accesses, interacts with or makes use of the Solution via the Client’s website and/or social media or Tinrate’s website and platforms, with the intent to order to query the chatbot functions and/or schedule a meeting with an Expert.
3.1. Subject to the timely payment of the applicable fees, Tinrate grants the Client during the term of the Agreement, a personal, limited, restricted, revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable license to:
a) access and use the Software for the Client's internal business purposes, in accordance with the Documentation; and
b) connect the Client Systems with the Software via the APIs made available, in accordance with the applicable Documentation.
3.2. The scope of the license granted pursuant to clause 3.1, is limited to the scope, functionalities and volumes as may be specified in the Order. For the avoidance of doubt, the foregoing license does not include the right to access any software code (including object code, intermediate code and source code) of the Software. There are no implied licenses under the Agreement and Tinrate reserves any right not expressly granted to the Client hereunder.
3.3. The Client remains responsible for the actions and/or omissions of any authorized affiliates, using the Software. When an affiliate ceases to be an affiliate of the Client, said affiliate shall have to conclude a new agreement with Tinrate for any continued use.
3.4. The Client acknowledges, that the license granted is volume based as further specified in the relevant Order. The baseline subscription fee includes the number of Experts subscribed to. Any additional Expert beyond the baseline subscription shall require a separate license and shall be charged in accordance with the pricing and terms set out in the applicable Order. A unique account must be set-up for each individual Expert accessing the Software. Tinrate has the right to verify whether the license fee correctly reflects the amount of effective Experts and processing volumes. The Client shall remain responsible for their Expert’s compliance with the Agreement.
3.5. If the Client’s actual use of the Software at any time exceeds the scope of the license granted under this Agreement and Order, including but not limited to exceeding the number of permitted Experts or any other agreed usage limits, the Client shall pay (pro rata) such excess subscription fees reflecting the actual level of use and corresponding volume price as set out in the Order. If during the term of its subscription the Client wishes to increase its current subscription plan, the Parties shall execute an additional Order and any additional subscription fees shall be invoiced pro rata (and will thereafter automatically renew in accordance with the provisions of this Terms).
3.6. The Client acknowledges that Tinrate may make future features and functionalities subject to the payment of additional license fees and/or additional conditions. If the Client wants to include such features and functionalities to its license, the Parties shall conclude a new Order detailing the relevant modalities and pricing.
3.7. To the maximum extent permitted under applicable law, the Client shall not, directly or indirectly (including, without limitation, through the actions of any affiliate, Experts or a third party):
a) use the Solution (or any part thereof) other than in accordance with the Agreement, its intended purpose, the Documentation and/or applicable laws;
b) use the Solution (or any part thereof) in any way that is unlawful, illegal, fraudulent or harmful;
c) sell, lease, rent, display, license, sublicense, transfer, provide, disclose or otherwise commercialize, deal in or encumber its rights in the Software;
d) permit access to (or use of) the Software in whole or in part, to (or by) any third party or otherwise use the Software on a service bureau basis;
e) (attempt to) modify, decompile, disassemble, reverse engineer or reconstruct, identify, discover, copy, duplicate, create derivative works based upon the underlying ideas, user interface techniques, algorithms, models, methodologies, methods, software code (including source code) of the Software by any means whatsoever, or disclose any of the foregoing;
f) encumber or suffer to exist any lien or security interest on (its rights to) the Software;
g) take any action that would cause the Software to be placed in the public domain;
h) (attempt to) remove, suppress or modify any proprietary markings (including copyright notices) present on or visible during the operation of the Software;
i) use the Software in any computer environment not expressly permitted under the Agreement;
j) work around any technical or security limitation in the Software;
k) intentionally distribute any virus, or other items of a destructive or deceptive nature via the Solution;
l) violate intellectual, privacy and data protection rights of others, try to collect (personal) data of others either manually or automatically by using a ‘robot’, ‘spider’, ‘crawler’, search or retrieval applications, or by using any other (automatic) tools, processes or methods to access the Solution and any information available thereon;
m) transmit any information or data that can be regarded as offensive, disrespectful, insulting, defamatory, threatening, obscene, racist, sexual or otherwise objectionable, invasive of others privacy or that would violate the (intellectual property or privacy) rights of third parties.
4.1. The Software is provided on a standard plug-and-play basis. Within the available features the Client can opt to embed the Software within the Client System (such as its existing customer (care) platforms or websites) or to create a specific Client Tinrate landing page.
4.2. The plug & play Software is intended and made available solely as a pre-contractual introduction platform enabling initial contact between Users and Experts, including for purposes such as introductory meetings, pre-sales, discovery calls, recruitment and interview processes, and preliminary commercial discussions.
4.3. Any commercial relationship, professional engagement, (employment or consultancy) agreement or other contractual arrangement that may arise between a User on the one hand and Experts or the Client on the other hand following an interaction facilitated through the Software shall be negotiated, concluded, billed and performed directly between the relevant parties and without involvement of Tinrate in accordance with the Client’s own general terms and conditions. Tinrate shall not be a party to, nor have any responsibility or liability in connection with, such agreements, including any remuneration, performance, delivery, or dispute thereof.
4.4. Where a Client wishes to (i) make Experts discoverable through a general expert repository on the Tinrate website and platforms, (ii) allow Experts to be contacted by third-party Users beyond pre-sales introductions on the Tinrate website and platforms, and/or (iii) enable charging or monetization of Expert services via the general Tinrate repositories and platforms, this shall be subject to the applicable marketplace terms made available on the Tinrate website (as amended by Tinrate from time to time). By activating or enabling any such feature, the Client agrees to be bound by the then-current marketplace terms. In the event of any inconsistency between these Terms and the marketplace terms, the marketplace terms shall prevail with respect to its subject matter.
4.5. To the extent online payments are executed via the Solution’s payment features, Tinrate relies for online payments on external partners that are specialized payment providers, whose systems and software may be integrated in the Solution via APIs and similar technologies. Online payments are made using secure protocols and are subject to the general terms and conditions of the relevant third-party payment provider, who bears the sole responsibility regarding the correct execution of all online payments. All transaction costs for the payments shall be borne by the Client, and the Client agrees to the general terms and conditions of the payment provider of its choice, which shall be provided upon the Client’s request and/or might be available via the Solution (as applicable).
4.6. The Client and Experts remain solely responsible at all times for any content, advice or other output they provide to Users, whether during or after any interaction facilitated through the Software, including any subsequent services agreed outside the Software. Such information, advice and other interactions provided through the Software shall be provided with reasonable care, diligence and skill and in accordance with generally accepted industry practice and applicable laws.
5.1. The Solution allows the Client and Experts to upload, post, link, store, share and otherwise make available Client Data. Any Client Data uploaded on the Solution, may become visible for Users (via a central repository, chat or search function). Users shall be able to browse and read the Client Data that is uploaded. The Client retains any and all proprietary rights vested in such Client Data.
5.2. The Client acknowledges that for the proper functioning of the Software, sufficient, accurate and complete Client Data must be provided or inputted into the Solution. The Client hereby grants Tinrate the right to use the Client data as necessary for the execution of this Agreement (including to continuously improve the Software and Services) and to make such Client Data available to Users. The Client also grants Tinrate the right to sub-license these rights to its (hosting) service providers to the extent required for the performance of its obligations under this Agreement.
5.3. The Client warrants to Tinrate that the Client Data, used by Tinrate or recalled by the Solution, will not infringe the (intellectual property) rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction.
5.4. The Client is solely liable and responsible for:
a) the accuracy, completeness, reliability, legality and correctness of the Client Data and to make sufficient back-up copies thereof prior to providing such data in to the Solution;
b) the use of any output, recommendations, information or materials generated, displayed or shared through the Solution; and
c) any decisions, actions or transactions undertaken on the basis of such output, recommendations, information or materials.
5.5. Tinrate reserves the right to (i) immediately remove or block Client Data that violates these Terms; and (ii) suspend (or alternatively terminate) the Client’s access to the Solution, in the event of any (likely) non-compliance with these Terms
5.6. Tinrate reserves the right to use the Client Data to continuously improve the Client’s user experience of the Solution and to tailor it to its use and to gather technical, analytical and statistical insights.
6.1. The Client acknowledges that it is solely responsible for:
a) assigning, managing and maintaining appropriate Expert roles (if any) and user authorization rights to Client Systems and Client Data on a need-to-know basis, in accordance with its internal policies, user access levels, permissions and governance rules;
b) determining and managing what Client Data sources are connected with the Solution and what data is shared, in accordance with its internal policies and governance rules; and
c) the set-up, onboarding and configuration of the Solution in accordance with the Documentation.
6.2. The Client acknowledges that the performance of the Services by Tinrate is at all times subject to the Client’s cooperation in good faith. In particular, without limitation, the Client shall:
a) provide such assistance, information, equipment and access to the Client Systems, facilities and resources as reasonably required by Tinrate to execute the Agreement;
b) respond diligently to inquiries from Tinrate;
c) perform the Client’s obligations that may be specified in there Terms or an Order thereto; and/or
d) use the Solution in accordance with the Documentation and other reasonable instructions communicated by Tinrate from time to time.
6.3. Tinrate shall not be responsible or held liable for any liabilities, damages, delays or failure in the execution of the Agreement resulting from the Client’s failure to comply with this section or resulting from deficiencies in the Client System, infrastructure, setup and/or management of access rights to Client Data and Client Systems.
6.4. Tinrate is entitled to monitor, log, and inspect the usage of the Software for security, compliance, and auditing purposes, including to verify compliance with this Agreement and applicable laws.
7.1. The Software may interact with the Client Systems including third party systems through APIs or similar integrations. If and to the extent agreed in the relevant Order, Tinrate shall provide API endpoints to enable interaction between the Software and the Client Systems.
7.2. The Client acknowledges that any third party software, systems, platforms or services (including any related APIs and Client Systems) used in connection with, integrated into, or required for the use of the Software (the “ThirdParty Systems”) shall be exclusively governed by the service offering of the applicable third party software vendor and that any commitments, warranties or obligations of Tinrate included in this Agreement shall not apply to such Third Party Systems. Tinrate shall not be responsible for any defect in the Solution (or any part thereof) that is caused by (an integration with) a third Third Party System (including the unavailability or reduced performance or malfunctioning of Third Party Systems).
7.3. It remains the Client’s sole responsibility to, at its own cost (i) maintain all necessary rights, licenses, consents and subscriptions required to use the Third Party Systems and to connect the Software thereto via APIs and similar technologies; and (ii) maintaining the necessary infrastructure required to access and use the Software as may be set out in the Documentation.
7.4. Tinrate does not ensure that the Solution remains at all times compatible and can interface and interwork with any applicable Third Party System. If due to any changes in Third Party Systems, the Software (or any part thereof) needs to be updated, the Parties shall agree on the scope and costs of such update in a separate Order.
7.5. If no (third party) API is readily available for a specific Third Party System, the Client may request and Tinrate may, in its sole discretion, decide to develop an API for such third party system and the Parties shall mutually agree on the scope, costs and other specifics in an Order. All Intellectual Property Rights related to such APIs (including any updates or modifications thereto) shall remain the exclusive property of Tinrate. No rights are granted to the Client other than those explicitly set forth in the Agreement.
8.1. The Software will be hosted in the datacenters of Tinrate’s hosting partner and such hosting is subject to the applicable service offering of the hosting partner. Tinrate does not guarantee that the Software shall be available on an uninterrupted basis and the Client agrees that the Software may be unavailable during periods of planned or unplanned maintenance undertaken by Tinrate or the hosting partner or during defect remediation. To the extent reasonably possible, Tinrate shall notify Client of any planned maintenance.
9.1. Tinrate will provide maintenance and support services on a best-efforts basis during its normal business days (i.e. Monday to Friday from 9 a.m. to 5:00 p.m., excluding public holidays in Belgium).
9.2. The Client may report a problem relating to the Software, resulting in it to not perform in accordance with its functional description, to Tinrate via the support channels, such as e-mail support and the Tinrate intercom or such other channels as made available from time to time. Upon receipt, Tinrate will endeavor to provide a (temporary) solution.
9.3. The Client acknowledges that to ensure a correct functioning of the Software, maintenance services are needed from time to time. Tinrate shall carry out such maintenance services at its sole discretion and shall use all reasonable endeavors to minimize the impact on the Client. Tinrate reserves the right to make, at its own discretion, operational or technical changes and updates to the Software, and to modify, add or remove certain functionalities from time to time, provided Tinrate shall not change any material functionalities of the Software without prior notification.
9.4. Tinrate makes no warranty whatsoever to provide a resolution or workaround for each specific problem that could arise or that the Software shall be completely free of bugs or defects.
10.1. During the term of this Agreement, Tinrate shall, to the best of its abilities, provide such Services as set forth in the Order or as otherwise agreed in writing between the Parties. All Services are deemed accepted upon delivery.
10.2. Any timeframe for the performance of Services are indicative only unless such timings are expressly agreed in writing to be binding.
10.3. The Client may at any time submit a service request for additional Services (a “Service Request”) by sending an email to Tinrate and Tinrate may, in its sole discretion, decide to provide such Services. The Parties shall mutually agree on the scope, costs and other specifics in an Order. Tinrate may invoice the Client on a time and material basis for time spent analyzing any proposed Service Request of the Client, at its then-current rates. Each Service Request shall be governed by the provisions of these Terms, which are incorporated therein by reference. Neither Party shall be bound by a Service Request, until executed in an Order by a duly authorized representative of both Parties.
11.1. Tinrate shall execute the Agreement to the best of its ability, in accordance with the competence, care, and diligence expected of a professional service provider and in complete independence (meaning that it shall plan its activities as it sees fit). The independence constitutes an essential element of the Agreement, without which the Parties would not have concluded it.
12.1. Tinrate retains all rights, titles and interests, including any Intellectual Property Rights, in or related to its Confidential Information, the Software, the APIs, the Documentation and the Services (including any enhancements, improvements or amendments thereto, any updates, new releases or modifications in respect thereof and/or any derivatives based thereon) (the “TinrateIP”).
12.2. Tinrate is and remains the exclusive owner of the Tinrate IP. Nor the Client nor any third party will acquire any rights, titles, interests, Intellectual Property Rights, or other proprietary rights, in or over the Tinrate IP other than the limited license granted pursuant to this Agreement.
12.3. Tinrate shall be entitled to use the ideas, concepts, methodologies, methods, models, processes and know-how developed or created by Tinrate in execution of this Agreement for itself or others to develop similar or other services or products, unless such use would result in a breach of Tinrate’s confidentiality undertakings.
13.1. Each Party shall treat as confidential and keep secret all Confidential Information relating to the other Party and shall not disclose to any third party, other than its agents, employees, professional advisors, subcontractors, or consultants where such disclosure is necessary for the performance of the Agreement, any Confidential Information learned during the negotiation and performance of the Agreement, except in the event it is granted prior written consent of the disclosing Party to disclose such Confidential Information. The receiving Party shall ensure that these persons are bound by confidentiality obligations which are not less stringent than those set out in the Agreement.
13.2. Both Parties shall implement appropriate measures (at least as stringent to protect their own Confidential Information) to protect the Confidential Information of the disclosing Party.
13.3. Confidential Information disclosed under the Agreement shall not be used by the recipient thereof for any purpose other than as required for the performance of its obligations under the Agreement.
13.4. Both Parties shall take precautions to maintain the confidentiality of the Confidential Information and, in particular, each Party covenants that it: (i) shall not copy or otherwise exploit any component of the Confidential Information other than as herein provided, nor make any disclosures with reference thereto to any third party, and (ii) shall promptly notify the other Party if it becomes aware of any breach of confidence and give the other Party all reasonable assistance in connection therewith.
13.5. The provisions of this clause shall not apply to any information which: (i) is published or comes into the public domain other than by a breach of the Agreement, (ii) can be shown to have been known by the receiving Party before disclosure by the disclosing Party, (iii) is lawfully obtained from a third party or, (iv) can be shown to have been created by the receiving Party independently of the disclosure and other than as part of the project in scope of this Agreement. Additionally, the restrictions in this clause do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation or by any judicial or governmental order or request, in which case the Parties shall cooperate in good faith to ensure the protection of the Confidential Information concerned to the maximum extent permitted by law.
13.6. The provisions of this clause shall commence from the start of negotiations and shall continue in force during five (5) years following the termination or expiry of the Agreement, unless such Confidential Information would be protected as Intellectual Property Right or trade secret, in which case such information will be protected as Confidential Information as long as protected in accordance with applicable laws). Upon expiry or termination of the Agreement, the receiving Party will discontinue use of the disclosing Party’s Confidential Information and return (or alternatively delete and certify such deletion in the disclosing Party’s sole discretion) all documents (or copies made of it) belonging to the disclosing Party.
14.1. Each Party shall comply with its obligations under the applicable data protection legislation when processing personal data.
14.2. If Tinrate processes personal data on behalf of the Client, Tinrate shall process such personal data in accordance with the data processing agreement as attached hereto in Annex 1. The Client represents and warrants that it has the legal right to disclose any personal data that is made available to Tinrate under or in connection with the Agreement and that it shall inform all data subjects in accordance with applicable laws about the processing activities taking place under this Agreement.
14.3. The Client agrees that Expert contact details may be shared with Users to the extent necessary to execute these Terms and that it has a valid legal ground to do so.
15.1. The Client shall pay to Tinrate the license and services fees in the amounts and on the times as set forth in the relevant Order.
15.2. Unless expressly agreed otherwise in writing, (i) the subscription fees are due monthly or yearly upfront in the amounts as described in the Order and article 3; and (ii) all Service fees shall be charged monthly in arrears on a time and material basis, according to the hours effectively performed, at the rates specified in the Order.
15.3. The Client acknowledges that if Tinrate has provided a fee estimation (in the Order, or otherwise), such estimate shall be indicative and does not limit Tinrate to charge all Services actually performed on a time and material basis.
15.4. To the extent the Client makes use of the online payment features available through the Solution, all payments shall be processed through Tinrate’s designated third-party payment service providers. The relevant payment service provider shall collect payments from the applicable payers and, following successful processing, transfer the applicable amounts to the bank account designated by the Client, subject to any applicable fees, deductions, holding periods or other conditions imposed by the payment service provider.
15.5. All amounts due hereunder are payable in euro and are exclusive of VAT, costs and expenses which shall be charged separately by Tinrate. All payments under the Agreement are due to Tinrate within thirty (30) days from the invoice date. Any disputes relating to invoiced amounts must be submitted by registered mail (containing the reasons for such dispute) within fourteen (14) calendar days following the invoice date, failure of which shall result in the invoice being deemed accepted by the Client. Any undisputed portion of the invoice must be paid in full.
15.6. Any amounts of undisputed invoices that have not been paid on the due date, shall automatically and without notice be subject to a late payment interest equal to the rate applicable pursuant to the law of 2 august 2002, which interest shall be compounded daily as of the due date until receipt of full payment. In addition, the Client shall pay all costs incurred by Tinrate, as a result of the (extra)judicial enforcement of the Client’s payment obligation under this Agreement, with a minimum of one hundred fifty euro (€150).
15.7. All payments hereunder shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever unless the same is required by law, in which case the Client shall pay Tinrate such additional amounts as are necessary in order that the net amounts received by Tinrate after all deductions and withholdings are not less than such payments would have been in the absence of such deductions or withholding. All fees paid by the Client hereunder are final and non-refundable.
15.8. Each contract year Tinrate shall have the right to increase the fees due on the first (1st) of January by using the following formula: P = P0 x [0.2 + 0.8 x (S/S0)], whereby: "P" stands for the revised price; "P0" stands for the price on the effective date of the relevant Order; "S0" shall be the national average reference salary as published by Agoria (i.e. Agoria DIGITAL) ("Reference Salary") on the effective date of the Order available at www.agoria.be (or, if this index is no longer published, the index replacing it); "S" shall be the Reference Salary at the time of the price revision; and "S/S0" shall be referred to as "Index".
16.1. Except to the extent otherwise provided in this Agreement, the, Software, Solution, Output, APIs and Services are provided “as is”. Tinrate does not make any other representations or warranties concerning any matter under this Agreement and, to the maximum extent permitted by applicable law, Tinrate disclaims any representations or warranties, express or implied, including (without limitation) any implied warranties of accuracy or completeness of data, fitness for a particular purpose, merchantability or non-infringement.
16.2. The Client understands that the Solution is only intended to be used as a tool to facilitate the Client’s internal business operations and decision-making. Any analyzations and interpretations of and any decisions taken based on the Output generated by the usage of the Solution or the performance of the Services, should be executed by a trained and experienced individual.
16.3. The Client acknowledges that all Output is generated by AI based on Client data and/or based on prompts made by Experts or Users. The quality of the Outputs is highly dependent on the quality of the Client Data and the submitted prompts.
16.4. The Client understands that the Software uses AI and that the Client’s and Expert’s use and deployment must always be responsible, in accordance with the intended purpose, ethical standards within the sector, and the generally recognized state of the art in AI and related technologies and legislation (including the AI Act).
16.5. The Client shall take appropriate measures to ensure that its personnel and other persons who will use the Solution have a sufficient level of AI literacy, skills, knowledge, and understanding to use and deploy the Software in an informed and responsible manner. These measures must take particular account of: (i) the knowledge, experience, and training of the persons involved, (ii) the specific context in which the Solution will be used, and (iii) the persons or groups on or for whom the Solution will be used.
17.1. Subject to the maximum extent permitted under mandatory law, Tinrate’s liability under the Agreement, whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever, shall per event (or series of connected events) and in the annual aggregate per contract year not exceed an amount equal to all amounts paid by the Client hereunder during such contract year.
17.2. Subject to the maximum extent permitted under mandatory law, under no circumstances shall Tinrate be liable to the Client for any indirect, punitive, special, consequential or similar damages (including damages for loss of profit, lost revenue, loss of business, loss of corruption of data, loss of Clients and contracts, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage) whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever.
17.3. Tinrate bears no responsibility or liability for (i) damage caused by the actions, or omissions of the Client; (ii) damage resulting from incorrect, incomplete, or inaccurate Client Data; and (iii) problems, damage, or losses resulting from Third Party Systems or services, including a lack of interoperability or compatibility with such Third Party Systems, including the Client Systems.
17.4. To the maximum extent permitted under applicable law, the Client agrees, and accepts, not to hold the advisers, agents, contractors, directors, employees, representatives, and subcontractors of Tinrate personally liable for or in connection with the Agreement. Any liability claim for or in connection with the Agreement (including any extra-contractual liability claim) shall be brought by the Client exclusively against Tinrate.
17.5. The right to claim damages for defaults attributable to a Party forfeits irrevocably twelve (12) months after the occurrence of the alleged default.
18.1. Upon transition in a product license, the Agreement will remain in effect for a minimum fixed term as set out in the Order (the “InitialTerm”) and will thereafter automatically renew for successive equally terms (each, a “Renewal Term” and, together with the Initial Term, the “Term”), unless terminated in writing by either party one (1) month prior to the expiration of the Initial Term or the then-current Renewal Term.
18.2. Either Party may immediately terminate (or Tinrate may suspend) the whole or any portion of the Agreement, the Client’s subscription or an Order without any judicial intervention, without being liable for compensation and without prejudice to its rights to damages and any other rights or remedies to which it may be entitled, upon providing the other Party with written notice of termination if:
a) the other Party performs a material breach to any provision of the Agreement and, if capable for remedy, fails to cure such material breach within thirty (30) calendar days after receipt of written notice of the material breach;
b) the other Party becomes insolvent, is subject to voluntary or involuntary bankruptcy, insolvency or similar proceeding, or otherwise liquidates or ceases to do business; or
c) the other Party breaches its obligations under the provisions regarding the license, data protection, intellectual property rights and/or confidentiality.
19.1. Upon termination of the Agreement for whatever reason:
a) the Client’s right to access or use the Software shall automatically cease;
b) the Client shall promptly pay to Tinrate all undisputed fees and other amounts due to Tinrate hereunder up to and including the date of termination; and
c) the provisions of the Agreement that are expressly or implicitly intended to survive termination, shall survive termination of the Agreement.
20.1. Entire agreement – The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
20.2. Severability – If any provision of the Agreement is held to be unenforceable (in whole or in part), the other provisions shall nevertheless continue in full force and effect. The provisions found to be unenforceable shall be enforceable to the full extent permitted by applicable law. Each Party shall use its best efforts to immediately negotiate in good faith a valid replacement provision with an equal or similar economic effect.
20.3. Waiver – The terms of the Agreement may be modified or amended only by written agreement (including through electronic signature technology) executed by a duly authorized representative of both Parties hereto. The terms of the Agreement may be waived only by a written document signed by the Party entitled to the benefits of such terms. No such waiver shall be deemed to be or shall constitute a waiver with respect to any other terms, whether or not similar. Each such waiver shall be effective only in the specific instance and for the purpose for which it was given and shall not constitute a continuing waiver.
20.4. Assignment – Tinrate may assign, transfer and/or subcontract its rights and obligations under the Agreement to any third party. The Client shall not assign or otherwise transfer any of its right or obligations under the Agreement without Tinrate’s prior written consent.
20.5. Interpretation andConflict – Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit interpretation of the words, description, definition, phrase or term preceding those terms. If there is a conflict between these Terms and any Order, these Terms shall govern, except where it is expressly stated in an Order that a specific provision of these Terms is to be overridden. If there is a conflict between these Terms and an annex or any of the annex hereto the relevant annexes to its subject matter shall prevail.
20.6. Force Majeure – Neither Party will be liable for any delay in performing, or failure to perform, any of its non-monetary obligations under the Agreement due to an event, or a series of related events, that is/are reasonably beyond the control of the Party affected (including but not limited to, power failures, social strikes or other labor actions, changes to the law, disasters, epidemics or pandemics, explosions, fires, floods, riots, terrorist attacks, wars, embargo, unfavorable weather conditions, force majeure on the part of a subcontractor, failures in goods, equipment, software or materials of third parties, government measures, disruption of internet, data network or telecommunication facilities, unavailability servers, cyber-attacks, malicious software attacks, unavailability of personnel and electricity outages) (“Force Majeure Event”).
If a Party refers to a Force Majeure Event, it must immediately inform the other Party of the nature of the Force Majeure Event, stating the date when the Force Majeure Event has come into effect. In the event of delay in performance due to a Force Majeure Event, the execution of the relevant obligation shall be extended by a period reasonably necessary to overcome the effect of such delay. If the delay in performance is likely to extend for a period of ninety (90) days or more, the Parties shall have the right to terminate the Agreement.
20.7. Notices –With the exception of notices of default or termination, any notice required to be served by the Agreement shall in first instance be given by electronic mail to the email addresses indicated in the Order (or such other email addresses as notified by either Party from time to time). All notices given by electronic mail, shall only be valid in case confirmation of receipt was expressly given by electronic mail from the receiving Party within five (5) business days. In case no confirmation of receipt was given by the receiving Party within five (5) business days, or for notices of default or termination, all notices can be done in writing and served by personal delivery, registered letter, addressed to either Party at its address specified in the Order (or such other addresses as notified by either Party from time to time). All notices shall be deemed to have been given either (i) if by hand, at the time of actual delivery thereof to the receiving Party at such Party’s address, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (ii) if sent by registered or certified mail, on the fifth (5th) business day following the day such mailing is made.
20.8. Publicity – Tinrate shall have the right to use any trademarks or other marks of Client (including the Client’s corporate name) for marketing or promotion purposes, such as client references on Tinrate’s website and social media and during sales presentations.
20.9. Dispute Resolution – Before initiating proceedings before the competent courts, the Parties shall exercise reasonable good faith efforts to amicably settle any disputes that might arise during the execution of this agreement.
20.10. Governing Lawand Jurisdiction. – this Agreement shall be governed by and construed in accordance with the laws of Belgium, without giving effect to its choice of law or conflict of law laws or principles. The Parties hereto submit to the exclusive jurisdiction of the competent courts of Ghent (department Ghent). The United Nations Convention for the International Sale of Goods shall not apply to this Agreement.
1.1. This Annex to the Terms sets forth the additional requirements and conditions on which Tinrate (acting in the capacity of Processor) will process Personal Data on the Client’s behalf (acting in the capacity of Controller) when executing the Agreement. This Annex 1 contains the mandatory clauses required by Article 28(3) of the GDPR for contracts between controllers and processors.
2.1. Capitalized terms used in this Annex 1 shall have the meaning ascribed below. Capitalized terms used in this Annex 1 but not defined herein shall have the meaning set out in the Terms.
“Business Purposes” means the provisions of the Software and Services as described in the Agreement (including the continuous improvement of the Processor’s product and service offering) and/or any other purpose specifically identified in Schedule A.
“Data Protection Legislation” means the Belgian and European data protection laws including the GDPR (and any applicable implementation legislation under Belgian law).
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of Council of 27 April 2016 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”).
Controller, Data Protection Impact Assessment, Data Subject, Personal Data, Personal Data Breach, process(ing) and Processor shall have the meaning ascribed thereto in the GDPR.
2.2. This Annex 1 is governed by and subject to the terms of the Agreement and is incorporated into the Agreement by reference. Any Schedules to this Annex 1, form an integral part of this Annex 1.
2.3. In case of conflict or ambiguity between:
(i) any provision contained in the body of this Annex 1 and any provision contained in the Schedules, the provision in the Schedules will prevail; and
(ii) any of the provisions of this Annex 1 and the provisions of the Agreement, the provisions of this Annex 1 will prevail.
3.1. The Controller retains control of the Personal Data and remains responsible for its compliance with the obligations under the applicable Data Protection Legislation, including for providing any required notices and obtaining any required consents, and for the processing instructions it gives to the Processor. The Controller shall inform the Processor of any national and/or sector-specific legislation that applies to the processing by the Processor as a result of the processing by the Controller.
3.2. Schedule A describes the nature and purpose of processing, the retention term(s) and the Personal Data categories and Data Subject types in respect of which the Processor may process to fulfil the Business Purposes.
4.1. The Processor will only process the Personal Data to the extent, and in such a manner, as is necessary for the Business Purposes and in accordance with the Controller's written instructions (including any additional purposes set forth in Schedule A). The Processor must promptly notify the Controller if, in its opinion, the Controller's instruction would not comply with the Data Protection Legislation. In said event, the Processor shall have the possibility to (i) suspend the implementation of the instruction in question until the Controller confirms, modifies or withdraws its instruction, or (ii) to terminate the Agreement or cooperation, if, after consultation, the Controller persists in the breach or the unlawful instruction.
4.2. The Processor will reasonably and to the best of its abilities assist the Controller with meeting the Controller's compliance obligations under the Data Protection Legislation, taking into account the nature of the Processor's processing and the information available to the Processor, including in relation to Data Subject rights, Data Protection Impact Assessments and reporting to and consulting with supervisory authorities under the Data Protection Legislation.
4.3. The Controller shall reimburse the Processor in accordance with clause 12 of this Annex for services rendered in connection with this clause, unless this assistance is the result of a proven non-compliance by the Processor with this Annex 1 or the Data Protection Legislation.
5.1. The Processor will ensure that all its employees:
(i) are informed of the confidential nature of the Personal Data and are bound by appropriate confidentiality obligations (statutory or conventional) and use restrictions in respect of the Personal Data; and
(ii) are aware of the Processor's duties and their personal duties and obligations under the Data Protection Legislation and this Annex 1.
5.2. The Processor will maintain the confidentiality of all Personal Data and will not disclose Personal Data to third parties unless the Controller or this Annex 1 specifically authorizes the disclosure, or as required by law.
6.1. The Processor must implement appropriate technical and organizational measures against unauthorized or unlawful processing, access, disclosure, copying, modification, storage, reproduction, display or distribution of Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data, as further described in Schedule A. In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the risks involved for the Data Subjects.
6.2. The Controller shall provide sufficient guarantees regarding the implementation of appropriate technical and organizational measures so that the processing complies with the requirements set out in the GDPR and so that the protection of the rights of Data Subjects is ensured. In particular, the Controller shall only make personal data available to the Processor for processing if it has verified that the appropriate security measures are in place.
7.1. The Processor will without undue delay and in any case within seventy-two (72) hours notify the Controller after it becomes aware of a Personal Data Breach.
7.2. Where the Processor becomes aware of a Personal Data Breach, it shall, without undue delay, provide the Controller with the following information:
(i) description of the nature of the Personal Data Breach, including the categories and approximate number of both Data Subjects and Personal Data records concerned;
(ii) the details of a contact point where more information concerning the Personal Data Breach can be obtained;
(iii) the likely consequences;
(iv) the (alleged) cause, the date on which the Personal Data Breach occurred (if no exact date is known: the period within which the Personal Data Breach occurred), the date and time on which the breach became known to the Processor or to a Sub-Processor engaged by it; and
(v) a description of the measures taken or proposed to be taken to address the Personal Data Breach, including measures to mitigate its possible adverse effects.
Where and insofar as, it is not possible to provide all this information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
7.3. Immediately following a Personal Data Breach, the Parties will co-ordinate with each other to investigate the matter. The Processor will reasonably and to the best of its abilities co-operate with the Controller in the Controller's handling of the matter, including:
(i) assisting with any investigation;
(ii) taking reasonable and prompt steps to mitigate the effects and to minimize any damage resulting from the Personal Data Breach.
7.4. The Processor will not inform any third party of any Personal Data Breach without first obtaining the Controller's prior written consent, except when required to do so by law. It is and remains the responsibility of the Controller to report (if applicable) a Personal Data Breach to the supervisory authority and/or the Data Subject(s).
7.5. The Controller shall reimburse the Processor in accordance with clause 12 of this Annex 1 for services rendered in connection with this clause and all reasonable expenses associated with the Processor’s performance under this clause unless the Personal Data Breach arose from the Processor's negligence or willful misconduct.
8.1. The Processor (or any Sub-Processor) shall not transfer or otherwise process Personal Data outside the European Economic Area (EEA) without obtaining the Controller's prior written consent (e.g. by authorization in Schedule A).
8.2. Such consent of Controller is not required when the transfer of Personal Data to countries outside the EEA is mandatory under EU or EU member state provisions.
8.3. The Controller agrees that where the Processor engages a Sub-Processor in accordance with this Annex 1 for carrying out specific processing activities (on behalf of the Controller) and those processing activities involve a transfer of Personal Data within the meaning of Chapter V of the GDPR, the Processor and the Sub-Processor can ensure compliance with Chapter V of the GDPR by using standard contractual clauses adopted by the European Commission in accordance with Article 46(2) of the GDPR or any other instruments approved by the European Commission that ensure that the transfer of Personal Data to a country outside the EEA complies with appropriate safeguards as required by the GDPR.
9.1. The Processor may only authorize a third party (“Sub-Processor”) to process the Personal Data if:
(i) the Controller is provided with an opportunity to object to the appointment of such Sub-Processor within fourteen (14) days after the Processor has notified the Controller of its intention to appoint such Sub-Processor, it being understood that the Controller shall only object to such appointment in writing and on reasonable and evidenced grounds; and
(ii) the Processor enters into a written contract with the Sub-Processor that contains, as to their subject matter, terms substantially the same as those set out in this Annex 1.
9.2. Those Sub-Processors approved at the commencement of this Annex 1 are as set out in Schedule A. The Processor has a general written authorization from the Controller to engage Sub-Processors with a profile similar to the Sub-Processor(s) approved in Schedule A. Upon request, the Processor shall provide an updated list of the engaged Sub-Processors to the Controller.
9.3. Subject to clause 15.1, the Processor shall remain fully liable to the Controller for any failure by a Sub-Processor to fulfil its obligations as set forth in this Annex 1.
10.1. The Processor must take such technical and organizational measures as set forth in Schedule A, and promptly (i.e. within fourteen (14) calendar days upon receipt of a request) provide such information to the Controller as the Controller may reasonably require, to enable the Controller to comply with:
(i) the rights of Data Subjects under the Data Protection Legislation; and
(ii) information or assessment notices served on the Controller by any supervisory authority under the Data Protection Legislation.
10.2. The Processor must notify the Controller without undue delay (e.g. within fourteen (14) calendar days upon receipt) if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their related rights under the Data Protection Legislation.
10.3. The Processor will reasonably and to the best of its abilities cooperate with, and assist, the Controller in responding to any complaint, notice, communication or Data Subject request. For the avoidance of doubt, it is and remains the sole responsibility of the Controller to respond to and answer Data Subject or third party requests. The Processor shall not respond to such request itself, unless expressly authorized in writing to do so by the Controller.
10.4. The Controller shall reimburse the Processor for all services rendered under this clause in accordance with clause 12 of this Annex 1.
11.1. This Annex 1 will remain in full force and effect so long as:
(i) the Agreement remains in effect; or
(ii) the Processor retains any Personal Data related to the Agreement in its possession.
11.2. Any provision of this Annex 1 that expressly or by implication should come into or continue in force on or after termination of the Agreement (including, but not limited to, clause 15) will remain in full force and effect.
12.1. The services performed under this Annex 1 for which the Processor may charge the Controller will be charged on the basis of the amount of hours worked and the Processor's then standard hourly rates. Upon request, the Processor shall inform the Controller of its standard rates. The Processor will invoice these amounts on a monthly basis in accordance with the payment modalities set forth in the Agreement.
12.2. All payments by the Controller to the Processor shall be executed in accordance with the terms of the Agreement.
12.3. For the avoidance of doubt, only the services executed by the Processor to ensure the Controller can adhere to its obligations under the Data Protection Legislation shall be charged. Services provided by the Processor under this Annex to ensure the Processor adheres to its own obligations under the Data Protection Legislation, shall not be reimbursed, unless expressly agreed otherwise in writing. Such non-reimbursable services include: (i) the Processor’s internal compliance activities (e.g., maintaining its own records of processing activities or staff training on data protection); (ii) implementing and maintaining general security measures required by law (e.g., firewalls, encryption, access control); and (iii) addressing data breaches or non-compliance resulting from the Processor’s own fault or negligence.
13.1. Upon termination of the Agreement for any reason or upon expiry of its term, the Processor will securely delete or destroy or, if directed in writing by the Controller, return and not retain, all or any Personal Data in its possession pursuant to the Agreement or this Annex 1, except to the extent the Processor must retain such Personal Data for a longer term pursuant to applicable law.
14.1. The Processor shall make available to the Controller all information reasonably necessary to demonstrate compliance with the obligations under this Annex 1 and the Data Protection Legislation and allow the Controller’s authorized third party auditors to perform audits regarding the compliance by the Processor with its obligations under this Annex 1. The Processor shall reasonably assist the Controller to the best of its abilities and to the extent commercially reasonable in the execution of such audits.
14.2. Any such audit may not take place more than once every contract year (unless there are serious and objective indications that the Controller breached its obligations under this Annex 1), shall be at the sole expense of the Controller and shall be subject to the Controller providing the Processor with at least thirty (30) days prior written notice of its intention to perform an audit. The audit shall take place during the normal business hours of the processor and shall not unreasonably interfere with the Processor’s business activities. The Controller's confidentiality obligations towards third parties must be taken into account when conducting such an audit. Both the Controller and its auditors shall keep the information disclosed in the context of an audit confidential and shall only use it for the purpose of verifying the Processor’s compliance with this Annex 1. The Processor shall have the right to require any third-party auditor to enter into a non-disclosure agreement prior to performing the audit.
14.3. The findings of the audit will be assessed by the Parties in mutual consultation and, will (if necessary) lead to the implementation of adjustments by one of the Parties or by both Parties jointly, as far as this is reasonable in the context of the performance of the Agreement. The relevant Party shall have the possibility to (i) suspend the implementation of the instruction in question until the other Party confirms, modifies or withdraws its instruction, or (ii) to terminate the Agreement or cooperation, if, after consultation, the Party persists in the breach or the unlawful instruction.
14.4. The Processor shall be entitled to full compensation for the assistance mentioned in this clause in accordance with clause 12, unless this assistance is the result of a proven non-compliance by the Processor with this Annex 1 or the Data Protection Legislation.
15.1. To the extent permitted under applicable law, any limitations and/or exclusions of liability in the Agreement are applicable to this Annex 1. The Processor shall in any event only be liable under these provisions if it has (i) failed to comply with its specific obligations under the GDPR, or (ii) acted outside or in breach of the Controller's lawful instructions.
15.2. This Annex 1 will be governed by, and construed in accordance with, the laws and other miscellaneous clauses applicable to the Agreement, unless the context would require otherwise.
• Schedule A - Description of processing and contact information
execution of the Business Purpose;
other (please specify): _______________________
| collection recording organization structuring storage adaptation or alteration retrieval consultation |
use disclosure by transmission, dissemination or otherwise making available alignment or combination restriction, erasure or destruction of data (whether or not by automated means) other (please specify): _______________________ |
| (Potential/ex-) Clients Applicants, (ex-) employees or interns (Potential)/(ex-) self-employed consultants Users of the following service/website/application: The Software and the Client Systems |
(Potential/ex-) suppliers (Potential/ex-) business partners Minors (below the age of 16) Other (please specify): Users |
| Personal identification data (name, address, telephone number, etc.) Electronic identification data (IP address, MAC address, cookies, etc.) Financial data (bank account numbers, insurance, salary, order and payment history, etc.) Personal characteristic (age, gender, date of birth, place of birth, citizenship, visas, etc.) Psychological data (opinions about personality, etc.) Family (marital status, cohabitation, name of spouse/partner, children, parents, etc.) Memberships (professional and non-professional memberships, clubs, groups, associations, etc.) Judicial data (data concerning convictions and offences, suspicions, indictments and administrative sanctions ) Financial and insurance products (loans, mortgages, etc.) Location data (GPS, mobile phone or other tracking mechanisms, etc.) Education (curriculum, financing of studies, qualifications, professional experience, publications, etc.) |
Housing characteristics (type of home, residence time, etc.) Health related data (physical health, mental health, genetic data, treatments, prescriptions, etc.) Profession and job (current job, work description, job application data, career, salary, data concerning IT equipment, passwords and codes, etc.) Lifestyle and (consumption) habits Account data (Usernames, passwords and any other log-in data, etc.) Pictures or videos Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs or trade-union membership. Genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or sex life or sexual orientation All other categories of personal data uploaded in or generated by the usage of Processor’s Software and/or Services by the Controller or its users or as otherwise provided by the Controller or its users to the Processor in the execution of the Agreement; Other (please specify): _______________________ |
During the term of the Agreement and up to one (1) year after termination of the Agreement;
For as long as the Controller makes Personal Data available to the Processor in the context of the Agreement;
Specific retention periods, please specify: _______________________
| Processor | |
| tanguy.debrabandere@tinrate.com | |
| Name | Tanguy Debrandere |
The Controller has authorized the use of the following Sub-Processors:
hosting providers (including without limitation cloud and storage providers);
email and other communication and Client service providers;
IT service providers;
independent service providers, consultants and freelancers, generally engaged in the Processors’ day-to-day activities;
professional advisors (including without limitation lawyers, bankers, auditors, and insurers);
affiliated entities;
Other, please specify: _______________________
Category and location recipients of Personal Data outside the EEA:
Not applicable
Controller, who is located outside the EEA;
Controller’s end users, employees, officers, freelancers, contractors and/or consultants; who are located outside the EEA;
The following Sub-Processors authorized under point 7 of this Annex (please specify): _______________________
Other (please specify): _______________________
Purpose(s) for transfer of Personal Data outside the EEA
The purposes as defined in point 1 of this Schedule A
Other (please specify): N/A
The Processor takes appropriate technical and organizational measures such as:
• Measures of pseudonymization and encryption of personal data
• Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
• Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident
• Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing
• Measures for user identification and authorization
• Measures for the protection of data during transmission
• Measures for the protection of data during storage
• Measures for ensuring events logging
• Measures for ensuring system configuration, including default configuration
• Measures for internal IT and IT security governance and management
• Measures for certification/assurance of processes and products
• Measures for ensuring data minimization
• Measures for ensuring data quality
• Measures for ensuring limited data retention
• Measures for ensuring accountability
• Measures for allowing data portability and ensuring erasure
The Processor is committed to ensuring that personal data is protected at all levels - technical, physical, and organizational. The Processor’s organizational measures and security practices are continuously reviewed and updated to address evolving threats and maintain a high level of data security and privacy. In order to continuously stay at pace with the evolving security standards, the Controller acknowledges and agrees that the measures described herein, will be updated and amended from time to time (at Processor’s sole discretion). Upon request, Processor shall provide any updated version of this Schedule A.
Despite the above described measures, the Parties hereby acknowledge that there are always risks associated with sending personal data over the internet and that the security and protection of personal data can never be fully guaranteed, nor can it be guaranteed that unauthorized third parties will never be able to defeat those measures or use the personal data processed by Processor for improper purposes.
Processor’s Sub-Processors implement mutatis mutandis (and to the extent applicable for the scope of their services and obligations) the technical and organizational measures as defined in this Schedule A, or such other measures resulting in an equivalent or higher level of protection of personal data as deemed useful or necessary by such Sub-processors. Upon request, Processor can request its Sub-Processors to provide the latest version of the implemented technical and organizational measures by said Sub-Processor.
Annex2–Eu Data Act Terms On Switching Between Providers Data Processing Services(the “Switching Terms”)
1.1. If Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonized rules on fair access to and use of data and amending Regulation (EU) 2017/2394 and Directive (EU) 2020/1828 (the “Data Act”) applies to your use of Tinrate’s Solution and Services, these Switching Terms apply.
1.2. For purposes of these Switching Terms, the following definitions apply:
“Services” means Tinrate’s service offering as further described in the Agreement.
“Client Data” means the exportable data and digital assets falling within the following categories: data provided by a User for processing (such as documents, files, text, etc.), data generated by the usage of the Platform (output data), account and technical usage data and metadata.
“you”, “your” (or similar shall terms) means the Client.
1.3. Capitalized terms used but not defined herein, shall have the meaning as set forth in the Agreement. In case of a conflict between the Agreement, and these Switching Terms, these Switching Terms shall prevail.
2.1. Tinrate shall not restrict your ability to switch to a data processing service that covers the same service type as the Services, whether provided by another data processing service provider, to an on‑premises ICT infrastructure, or, where applicable, to multiple data processing service providers (hereafter, collectively “Switching”).
2.2. If you wish to initiate the Switching procedure, you must provide Tinrate with at least two (2) months’ prior written notice (the “Notice Period”) and, if applicable, provide the necessary details of the third-party provider of data processing services.
2.3. No later than thirty (30) days after the end of the Notice Period (the “Transition Period”), Tinrate shall either:
• provide you with an export of your Client Data in a commonly used, structured, and machine‑readable format; or
• grant you access to the relevant application programming interfaces (APIs) to enable you to export your Client Data.
2.4. Any use of Tinrate’s APIs to export your Client Data shall be subject to the technical user documentation made available by Tinrate from time to time.
2.5. Tinrate may extend the Transition Period, upon written notice provided to you within fourteen (14) working days, for a period of up to seven (7) months if Tinrate reasonably believes that a thirty (30)‑day period is technically unfeasible, and shall provide you with a justification for such extension. You may likewise propose a one‑time extension of the Transition Period for a duration you reasonably consider more appropriate (such extension shall be limited to a maximum of thirty (30) days after the Transition Period, unless otherwise agreed in writing).
2.6. Additionally, for a period of at least thirty (30) days following the end of the Transition Period, you shall have the right to request and retrieve your Client Data through the mechanisms made available by Tinrate. After this retrieval period, your Client Data will be retained and subsequently deleted in accordance with Tinrate’s data retention policies (unless Client Data needs to be retained for a longer period to adhere to Tinrate’s legal obligations (including for accounting and record keeping obligations)).
2.7. The Switching process, shall not include data that is not required to be transferred under applicable law, including, where permitted, data relating to the internal functioning, architecture, algorithms, security measures, operational processes, or development of Tinrate’s Solution, as well as any Confidential Information, trade secrets, intellectual property, or other proprietary information of Tinrate or its licensors or suppliers.
3.1. During the Transition Period, the Agreement shall remain applicable, and Tinrate shall, subject to your compliance with the Agreement:
• provide reasonable assistance to you and to any third parties authorized by you in the Switching process;
• provide commercially reasonable support for your exit strategy relating to the Services, including by providing relevant information;
• act with due care to maintain business continuity and continue providing the Services;
• provide information regarding known risks to the continuity of the Services; and
• ensure a high level of security in accordance with Tinrate’s information security policies and procedures.
3.2. You acknowledge that certain information and functionalities are available through self‑service features of the Services or through other technical documentation provided by Tinrate. Accordingly, Tinrate’s assistance may, in the first instance, be limited to directing you to the relevant self‑service functionalities or technical information. Any assistance required beyond what is available through such self‑service tools or documentation may be requested by submitting a support request through Tinrate’s designated support channels.
3.3. Any assistance or information provided during the Switching process shall be subject to the confidentiality obligations set out in the Agreement.
4.1. Without prejudice to any existing payment obligations under the Agreement, the Agreement shall be considered to be terminated:
• where applicable, upon completing of the Switching process;
• at the end of the Notice Period, where you do not wish to switch but to erase the Client Data.
4.2. For the avoidance of doubt, all fees paid under the Agreement are non‑refundable. If you exercise your Switching rights prior to the expiry of the committed contract duration of the Agreement, you shall be liable to pay an early termination fee equal to the fees that would have become due and payable for the remainder of the committed contract duration. You expressly acknowledge and agree that this early termination fee constitutes an early termination penalty intended to compensate Tinrate for the loss of the agreed contractual commitment and related commercial expectations, and does not constitute a switching charge.
5.1. The Client shall not be charged for the Switching process to the extent required under applicable law to enable the effective Switching of data processing services, including by providing data extraction and export features, enabling the Customer to retrieve and transfer Customer Data in a commonly used and machine-readable format. Any additional services requested by the Client going beyond Tinrate’s mandatory Switching obligations, including bespoke migration assistance, additional consulting, data transformation beyond standard export formats used by Tinrate or custom development services, may be charged on a time and material basis at Tinrate’s then-current rates. The applicable rates and a fee estimation can be provided upon request.
5.2. Where the Client designates a Third-Party service provider to support the Switching process, Tinrate shall cooperate with such third party to the extent necessary to comply with applicable law. Such cooperation is subject to the conclusion of a market-standard non-disclosure agreement.
6.1. These Switching Terms shall be governed by the provisions of the Agreement. Any liability arising under these Switching Terms shall be subject to the limitations of liability set out in the Agreement.
6.2. Tinrate has no control over any third‑party data processing service provider you may engage, and assumes no responsibility or liability for the success of the Switching process, including, without limitation, any issues relating to data integrity or loss, system downtime, compatibility problems, disruptions, or any other failures that may occur.
6.3. These Switching Terms do not apply to demo, trial, beta, sandbox, or other non‑production versions of the Services made available by Tinrate solely for testing or evaluation purposes and for a limited period of time.
© 2026 Tinrate
