Marketplace Terms & Conditions
Last updated: 17 August 2026
Tinrate – Marketplace terms
1. Scope and purpose
1.1. These terms and conditions (the “Terms”) govern your usage of the Tinrate Platform and the ordering and/or providing (as applicable) of any Expert Services via the Platform. You waive the applicability of your own general and special terms and conditions even where it is stated therein that only those conditions apply and if such terms and conditions were not protested by Tinrate.
1.2. By accepting the Terms, either by clicking a box indicating acceptance, by downloading the Platform (via the app stores on which the Platform is made available) or by otherwise using the Platform, you represent that (i) you have full legal authority to accept these Terms; (ii) you have read and understand the Terms; and (iii) you agree to be bound by and adhere to these Terms.
2. Definitions and interpretation
2.1. Capitalized terms used throughout these Terms shall have the meaning given to them below:
“Agreement” means the entire contractual relation between the Parties, including these Terms and any other document referenced in these Terms or referring to these Terms executed between the Parties and any annexes thereto.
“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 Platform.
“Experts” means any individual expert User that accesses, interacts with or makes use of the Platform with the intent to provide Expert Services to other Tinrate Users in accordance with these Terms.
“Expert Services” means the expert services ordered by a Requester via the Platform and which are provided by the relevant Experts pursuant to these Terms and as mutually agreed between the Expert and Requester.
“Expert Fees” means any and all amounts payable by a Requester to an Expert pursuant to these Terms.
“Intellectual Property Rights” means (non-exhaustive list) patents, trademarks, copyrights, rights in software programs (both in object code and source code), database rights, proprietary rights in know-how, business and 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 existing or future applications for or registrations of such rights.
“Party” or “Parties” means any User and/or Tinrate.
“Platform” means the proprietary software, online platform, (mobile) app and website-platform owned and operated by Tinrate, acting as an intermediary platform that facilitates connections between Requesters (seeking expertise and skills on demand) and Experts (offering such expertise, via real-time coaching services).
“Requester” means any Tinrate user using the Platform with the intent to order and receive Expert Services from another User acting as an Expert in accordance with these Terms.
“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” or “you” means any individual, either acting as an Expert or Requester, downloading and using the Platform and entering into a contractual relationship with Tinrate by accepting these Terms.
“User Content” means all content, data, texts, graphics, videos, service requests, question or other material proprietary to or held by the User which is provided, submitted or otherwise uploaded to or published on the Platform by a User in the execution of the Terms.
3. Platform
3.1. Subject to these Terms, Tinrate grants you a personal, limited, revocable, restricted, non-exclusive, non-transferable and non-sublicensable license to access and use the Platform, during the term of the Agreement, for your internal business purposes and the Platform’s intended purpose.
3.2. The license granted hereunder is restricted to the scope expressly set forth herein. There are no implied licenses under these Terms. Tinrate reserves all rights not expressly granted pursuant to these Terms. 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 Platform.
3.3. You agree to comply with these Terms and any documentation, guidelines, user manuals and/or reasonable instruction provided by Tinrate from time to time.
3.4. Tinrate reserves the right to make available future features and functionalities subject to additional payment and/or additional (user) terms.
3.5. To the maximum extent permitted under applicable laws, you agree not to, directly or indirectly, in whatever capacity:
(i) use the Platform (or any part thereof) other than in accordance with the Agreement, its intended purpose, the documentation and/or applicable laws;
(ii) use the Platform (or any part thereof) in any way that is unlawful, illegal, fraudulent or harmful;
(iii) sell, lease, rent, display, license, sublicense, transfer, provide, disclose or otherwise commercialize, deal in or encumber its rights in the Platform;
(iv) permit access to (or use of) the Platform in whole or in part, to (or by) any third party or otherwise use the Platform on a service bureau basis;
(v) (attempt to) modify, decompile, disassemble, reverse engineer or reconstruct, discover, copy, duplicate, create derivative works based upon the underlying ideas, user interface techniques, algorithms, models, methodologies, software code (including source code) of the Platform by any means whatsoever, or disclose any of the foregoing;
(vi) encumber or suffer to exist any lien or security interest on (its rights to) the Platform or take any action that would cause the Platform to be placed in the public domain;
(vii) (attempt to) remove, suppress or modify any proprietary markings (including copyright notices) present on or visible during the operation of the Platform;
(viii) use the Platform in any computer environment not expressly permitted under the Agreement, work around any technical or security limitation in the Platform or intentionally distribute any virus, or other items of a destructive or deceptive nature via the Platform;
(ix) 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 Platform and any information available thereon; and/or
(x) 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.
3.6. Tinrate is entitled to monitor, log, and inspect the usage of the Platform for security, compliance, and auditing purposes, including to verify compliance with this Agreement and applicable laws.
4. User Account
4.1. Licenses and accounts to the Platform are personal and allocated on a first and last name basis. The login details (such as username and password) may not be shared with third parties. If you have any reason to believe that your account details have been obtained by a non-authorized person, you shall immediately contact Tinrate to suspend the user account. Tinrate reserves the right to suspend or terminate any user account acting in violation of these Terms.
5. User Content
5.1. The Platform allows you to upload, post, link, store, share and otherwise make available User Content. You acknowledge that any User Content you upload via the Platform may become visible for other users (via a central repository, chat or search functions). Users with Platform access shall be able to browse and read the User Content you upload. You retain any and all proprietary rights vested in your User Content. However, you remain solely responsible for protecting those rights.
5.2. By posting or distributing any User Content on the Platform, you provide Tinrate a non-exclusive, royalty-free, worldwide, sublicensable, transferable license to use, copy, store, publish, distribute, modify and transmit the User Content to operate and commercialize the Platform and to make such User Content available to other Users as required for the execution of the Agreement.
5.3. You remain solely responsible for the (legality, reliability, accurateness, correctness and appropriateness of the) User Content you publish via the Platform and you represent and warrant that you own all rights or have obtained all necessary licenses to publish said User Content via the Platform.
5.4. You are not allowed to transmit or publish any User Content that is harassing, libelous, threatening, obscene, indecent, criminal, deceptive, fraudulent, illegal, unlawful, invasive of others privacy or that would violate the (intellectual property or privacy) rights of third parties, or that would adversely or negatively affect or reflect Tinrate’s name, reputation or goodwill.
5.5. You warrant that the User Content, used by Tinrate or recalled by the Platform, 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.
5.6. You are solely liable and responsible for:
(i) the accuracy, completeness, reliability, legality and correctness of the User Content and to make sufficient back-up copies thereof prior to providing such data into the Platform;
(ii) the use of any output, recommendations, information or materials generated, displayed or shared through the Platform; and
(iii) any decisions, actions or transactions undertaken on the basis of such output, recommendations, information or materials.
5.7. Tinrate reserves the right to use the User Content to continuously improve your user experience of the Platform and to tailor it to its use and to gather technical, analytical and statistical insights.
5.8. Tinrate reserves the right to (i) immediately remove or block User Content that violates this Section 5; and (ii) suspend (or alternatively terminate) your access to the Platform, in the event of any (likely) non-compliance with this Section 5.
6. Expert Content
6.1. Via the Platform, you shall receive access to information, data, texts, video’s, materials, visualizations and other content published and provided by Experts or their principals (“Expert Content”). You shall use such Expert Content only for their intended purposes and any applicable laws, regulations and generally accepted online practices.
6.2. You acknowledge that Expert Content is provided by third parties and that Tinrate assumes no responsibility for such Expert Content (including, but not limited with regard to its relevance, accuracy, legality, decency, quality or completeness).
6.3. All Expert Content available on Platform is provided for general information purposes only and its relevance or accuracy may differ depending on your exact situation and context. It is not intended to amount to advice (whether financial or of other nature) on which you should rely. You are advised to obtain professional or specialist advice before taking or refraining from any actions having legal implications on the basis of the Expert Content. You shall bear full responsibility for the use, interpretation or implementation of the Expert Content and Tinrate cannot be held liable for any damage suffered as a result thereof.
6.4. Tinrate neither represents, nor warrants that Expert Content will be available at all times and cannot necessarily confirm availability. Expert Content may be updated, replaced and/or complemented from time to time.
6.5. You acknowledge that Expert Content may be protected by copyright or other Intellectual Property Rights, and you shall refrain from copying, distributing or otherwise using such Expert Content unless you have obtained the express written permission of the relevant owner of the copyright or Intellectual Property Rights.
7. Expert Services
7.1. Requesters may search for, request Expert Services and book consultation sessions with Experts through the Platform. Experts may create a profile on the Platform, specify their areas of expertise, availability, session durations, applicable fees and other conditions for their consultation services. The Platform may enable Requesters to search for Experts using various search criteria, including an Expert's name, company, professional role, industry, area of expertise, price or other available filters. The Platform may also display or rank Experts based on one or more factors determined by the Platform from time to time, including, where applicable, relevance to the Requester's search, the Expert's area of expertise, industry, booking history or popularity (including most-booked Experts), ratings or reviews, availability, pricing, profile completeness, or other criteria. The Platform is not obliged to apply any particular ranking methodology or order of precedence unless expressly stated on the Platform.
7.2. A Requester may select an available session offered by an Expert and submit a booking request through the Platform. Upon confirmation of the booking and receipt of payment through the Platform, a binding agreement for the provision of the booked consultation session shall arise between the Requester and the Expert in accordance with the details displayed on the Platform. The Expert Services shall be provided by the Expert in accordance with the Expert’s applicable terms and conditions, if any, as made available to the Requester through the Platform and accepted by the Requester prior to the consultation session.
7.3. Following confirmation of a booking, the Platform shall provide the Requester and the Expert with the information necessary to attend the scheduled consultation session, including any calendar invitations and video-call access details. Consultation sessions shall be conducted through the communication tools made available or designated by Tinrate. The applicable Expert Fees shall be the fixed fee offered by the Expert and as displayed and accepted by the Requester at the time of booking for the selected session duration and shall be charged to the Requester in advance through the Platform.
7.4. A Requester may not cancel a confirmed and paid session but may submit a request to reschedule the session through the Platform. Any rescheduling shall only take effect if accepted by the Expert. An Expert may request to reschedule a confirmed session through the Platform. If the Requester accepts the proposed new date and time, the session shall be rescheduled accordingly. If the Requester does not accept, or is unavailable for, the proposed new time, the session shall be cancelled and the Requester shall automatically receive an immediate refund of all amounts paid in respect of the cancelled session. If an Expert cancels a confirmed consultation session without it being rescheduled to a date and time accepted by the Requester, the session shall be cancelled and the Requester shall automatically receive an immediate refund of all amounts paid in respect of the cancelled session.
7.5. If you are acting in the capacity of Expert, you represent and warrant to execute all Expert Services in accordance with these Terms, with reasonable care, diligence and skill and in accordance with generally accepted industry practice.
7.6. You acknowledge that Tinrate merely acts as intermediary with respect to the Expert Services offered via the Platform, solely facilitating the potential connection between Users who want to leverage each other’s services, expertise and knowhow. Tinrate neither represents, nor warrants that certain Expert Services will be available at all times and cannot necessarily confirm availability. Expert Services may be updated, replaced and/or complemented from time to time.
7.7. Tinrate has no control over any Expert Services or Expert terms and assumes no responsibility for Expert Services provided or the content of any Expert terms (including, but not limited with regard to their accuracy, legality, quality, timeliness or completeness). Tinrate disclaims any liability for any and all forms of loss or damage arising out of the provision of any Expert Services and for any advice, recommendations or output generated or provided during an Expert session (“Output”). You remain solely responsible for the use, interpretation or implementation of such Output. Unless explicitly agreed otherwise, you bear full responsibility for the use and/or implementation of any Output and/or for any decisions based thereon provided via the Platform and Tinrate cannot be held liable for any damage suffered by you (or, if applicable, any other third party) as a result thereof.
8. Performance of these Terms
8.1. Tinrate shall execute these Terms 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. Any timelines shall be indicative.
9. Support and 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. You may report a problem relating to the Platform, resulting in it to not perform in accordance with its functional description, to Tinrate via the support channels, such as e-mail 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. You acknowledge that to ensure a correct functioning of the Platform, 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 usage of the Platform. In no event shall Tinrate be liable for the unavailability of the Platform. Tinrate reserves the right to make, at its own discretion, operational or technical changes and updates to the Platform, and to modify, add or remove certain functionalities from time to time, provided Tinrate shall not change any material functionalities of the Platform 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 Platform shall be completely free of bugs or defects.
9.5. The Platform 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 Platform shall be available on an uninterrupted basis and you agree that the Platform may be unavailable during periods of planned or unplanned maintenance undertaken by Tinrate or the hosting partner or during defect remediation.
10. User obligations
10.1. In order for Tinrate and the Experts to effectively execute these Terms in a proper, timely and efficient manner, you must cooperate in good faith and at no cost.
10.2. You agree to conduct any activities via the Platform in accordance with the highest ethical standards, business practices and principles, adhering to principles of integrity, fairness, transparency, and accountability. In particular, without limitation, you shall:
(i) engage in honest and transparent dealings on the Platform, with any Users and behave respectfully towards such parties (in communications);
(ii) not engage in deceptive or unfair trade practices, including but not limited to price-fixing, market manipulation, or anti-competitive behavior;
(iii) not offer, give, solicit, or receive any form of bribe or other improper payment, whether directly or indirectly, in connection with your activities under these Terms. Any actions or attempts to gain an unfair business advantage through unethical means, such as bribery, kickbacks, or gifts, are strictly prohibited;
(iv) not transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,” or any other similar solicitation;
(v) not (attempt to) impersonate any other person or entity;
(vi) not use any process, tools or methods to retrieve or copy any Expert Content, User Content or other information available on the Platform;
(vii) not use the Platform for any unethical, unlawful or illegal activities and refrain from any actions that are otherwise deemed unethical or immoral; and
(viii) not engage in any other conduct that restricts anyone’s use or enjoyment of Platform, or which, as determined by Tinrate, may harm or offend Tinrate or any third party.
10.3. Failure to comply with these standards may result in termination of these Terms or other legal consequences as deemed appropriate. In any event, Tinrate reserves the right to suspend your access to the Platform, in the event of (the likely) infringement of this Section.
11. Reporting of potential illegal content and activities
11.1. You shall promptly (i.e. no later than 72 hours after becoming aware thereof report to Tinrate any content or activity that you reasonably deem or suspect to be illegal, harmful, or in violation of any applicable laws or this Agreement ("Illegal Content or Activities").
11.2. All reports of Illegal Content or Activities must be submitted in writing to Tinrate through the designated in-Platform reporting tool or by sending an email to support@tinrate.com. The notification must include sufficient detail to enable Tinrate to investigate the matter, including:
(i) a clear description of the content or activity alleged to be illegal or harmful;
(ii) the location or link (URL) of the content or activity on the Platform, if applicable;
(iii) any evidence or supporting documentation relevant to the allegation;
(iv) your name and contact information; and
(v) declaration that the notification is executed in good faith.
11.3. Upon receiving a notification, Tinrate will acknowledge receipt of the report without undue delay and will review the reported Illegal Content or Activities. Tinrate reserves the right to request additional information from you to facilitate the investigation.
11.4. If, after investigation, Tinrate determines that the reported Illegal Content or Activity is in its discretion illegal or in violation of this Agreement, Tinrate may take appropriate action, including but not limited to:
(i) removing or disabling access to the Illegal Content or Activity;
(ii) suspending or terminating user accounts involved in the violation; and/or
(iii) reporting the matter to law enforcement or regulatory authorities, if necessary.
11.5. Tinrate will notify the reporting party of the action taken, if any, as soon as commercially possible after completing the investigation. All notifications and information submitted pursuant to this clause will be treated as confidential and the identity of the reporting party will not be disclosed, except as required by law, pursuant to a judicial or governmental order or with the reporting party’s consent.
11.6. Tinrate will not be liable for any (alleged) Illegal Content or Activities conducted by Users unless it had actual knowledge of the Illegal Content or Activity and failed to address such content or activity with the diligence and care that can be reasonably expected.
12. Rules of organization
12.1. You will keep and maintain complete and accurate books, records and accounts relating to the execution of these Terms. During the term of the Agreement and up to a period of one (1) year thereafter, Tinrate (or one of its external auditors) shall be entitled to perform audits and inspections of your compliance with these Terms during business hours. You shall grant Tinrate (and its auditors) access to all reasonably requested documents, information, resources, and assistance to enable Tinrate (and its auditors) to perform the audit. Tinrate reserves the right to suspend your access to the Platform, in the event the findings of the audit show any (likely) non-compliance with or breach of these Terms.
12.2. All actions within the Platform may be logged, creating a transparent record of data transactions, access, and modifications.
12.3. The Parties shall exercise reasonable good faith efforts to resolve any dispute, complaint or controversy arising in connection with these Terms by means of the procedure set out below:
(i) Each Party shall promptly notify a complaint or dispute to the other Party in writing by sending an email to said Party’s central contact point. If either Party is of the opinion that the complaint or dispute concerns or relates another User or third party, that Party may suggest that a representative of such party becomes involved in the dispute resolution procedure.
(ii) Within fourteen (14) days of receipt of written notice of the complaint or dispute by either Party, the central contact points of the Parties shall attempt to resolve the complaint or dispute. To that end, the Parties shall in response to the other Party's reasonable request, meet as often as reasonably necessary and provide the other with non-confidential information reasonably related to the disputed matter. Disputes and complaints shall be resolved at the lowest level in the escalation hierarchy of the Parties’ possible. If a resolution has not been agreed upon, the escalation period shall be exhausted and either Party may initiate legal proceedings.
(iii) Any resolution or settlement shall be documented in writing. The Parties shall be free to seek assistance of third party experts to resolve the disputed matter, provided that such parties are bound by appropriate confidentiality obligations, at least as stringent as the obligations set forth in the Agreement. Each Party shall bear its own costs related to the resolution of the dispute, unless otherwise agreed as part of the settlement or resolution.
12.4. For the avoidance of doubt, the procedure shall have no impact on the Parties' termination rights or the Parties other rights under these Terms or applicable law.
12.5. You agree that Tinrate is not obliged to take any action in any dispute between you and any other User or any third party. However, upon request, Tinrate may, to the best of its abilities, endeavor to reconcile Users.
13. Links to other websites and applications
13.1. The Platform may contain links to other third-party websites or applications. These links are provided for your information only and Tinrate disclaims any responsibility for (the content available on such) third-party websites or applications.
14. Payment terms
14.1. Requesters commit to pay any ordered Expert Services upfront to the session, in accordance with the payment modalities agreed between the Requester and the Expert providing said Expert Services (if any). Prior to the commencement of the Expert Services, the Expert shall determine and communicate a fixed fee for the requested Expert Services. Unless expressly agreed otherwise, such fixed fee shall apply irrespective of the duration of any call, consultation, meeting or other interaction between you and the Expert and shall not be calculated on a time-based basis.
14.2. Tinrate may, from time to time, introduce or amend fees payable for the usage of (certain functionalities of) the Platform. Tinrate shall provide reasonable prior notice of any such fees and the date on which they will become effective. Continued use of the Platform after the effective date of the indicated pricing shall constitute acceptance of the applicable fees.
14.3. For online payments executed via the Platform, Tinrate relies on external professional and specialized partners managing a payment platform (such as Stripe). Online payments are made using secure protocols. All online payments are subject to the general terms and conditions of the third-party payment platform operator, which bears sole responsibility with regard to the correct execution of all online payments. 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 Expert, subject to any applicable fees, deductions, holding periods or other conditions imposed by the payment service provider. All transaction costs for the payments shall be borne by the Requester. The Requester agrees to the general terms and conditions of the payment provider of its choice, which shall be provided upon the Requester’s request and/or might be available via the Solution (as applicable).
14.4. You acknowledge that you are solely responsible for determining and fulfilling your tax obligations, including but not limited to any taxes, levies, or duties that may arise from any remuneration, earnings, or income derived through your usage of Platform or the provision of any Expert Services, in accordance with applicable laws. You are also responsible for accurately reporting such amounts in your tax filings and complying with applicable tax laws and regulations. Tinrate disclaims any responsibility for your failure to comply with your tax obligations. You are encouraged to consult with a qualified tax advisor for assistance regarding their specific tax requirements.
15. Exclusion of the Right to Withdraw
15.1. You have a legal right to withdraw your any ordered Expert Services on the Platform, provided such Expert Services are not yet commenced/are not already executed, without having to provide a reason for the withdrawal.
15.2. If you decide to execute your right of withdrawal, you must notify the relevant Expert thereof within fourteen (14) days after you ordered the Expert Services and in any event prior to the execution of the Expert Services by stating unambiguously that you wish to withdraw your order. In accordance with applicable consumer protection laws, you agree that your right of withdrawal ceases to exist at the moment any ordered Expert Services are being executed or commenced with your prior express consent.
16. Intellectual Property
16.1. Tinrate shall at all times exclusively retain all titles, interests and rights, including but not limited to any Intellectual Property Rights vested in or related to the Platform (including any new versions, updates, customizations, enhancements, modifications or improvements made or any derivative works based thereon) and related services.
16.2. Except for the limited license granted pursuant to Section 3, no other rights in respect of Tinrate’s Intellectual Property Rights shall be granted or transferred to you or any third party.
16.3. You may provide us with information and feedback, suggestions for improvements, ideas and other matters related to our Platform and services (“Feedback”). You agree that: (i) you shall not retain, acquire or assert any Intellectual Property Right or other rights or interests in or to such Feedback; and (ii) Tinrate is free to use and implement such Feedback, without having to pay any compensation to you and that such Feedback does not contain Confidential Information or proprietary information from any third party.
17. Confidential information
17.1. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) may disclose Confidential Information during the execution of these Terms. Confidential Information disclosed hereunder shall not be used by the Receiving Party for any purpose other than the performance of the Terms. Each Party undertakes to keep the Confidential Information of the Disclosing Party secret and not to disclose it, in whole or in part, to any person other than (i) with the prior written consent of the Disclosing Party, or (ii) its employees, directors, subcontractors and consultants who have a direct need to know to such Confidential Information for the execution of its obligations under these Terms. The Receiving Party procures that the aforementioned persons are bound by confidentiality obligations which are not less stringent than those set out herein. The Receiving Party hereby undertakes to adequately protect and secure the Confidential Information of the Disclosing Party (in any event not less strict as such Receiving Party protects its own Confidential Information).
17.2. The provisions of this article shall not apply to any information which: (i) is published or comes into the public domain other than by a breach of these Terms; (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, (iv) can be shown to have been created by the Receiving Party independently of the disclosure under these Terms; or (v) is required to be disclosed by any law or regulation or by any judicial or governmental order or request.
17.3. The provisions of this article shall continue in force during five (5) years following the termination of these Terms, 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. Confidential Information shall, except as required to comply with any legal (record keeping) requirement, at discretion of Disclosing Party, within a reasonable time, be deleted (to be certified in writing) or returned to the Disclosing Party upon termination of these Terms or upon written request of the Disclosing Party.
18. Data protection
18.1. To the extent applicable, each Party shall comply with its respective obligations under the applicable Data Protection Legislation.
18.2. If Tinrate (acting in the capacity of processor) processes personal data on behalf of you (acting in the capacity of controller), Tinrate shall process such personal data in accordance with the data processing agreement as attached hereto in Annex 1. If and to the extent Tinrate processes your personal data in the capacity of controller, it shall do so in accordance with its privacy policy (available on the Tinrate website and/or Platform).
18.3. You acknowledge and agree that your contact details may be shared with other Users (via the Platform) to the extent necessary to execute these Terms.
19. Liability
19.1. Subject to the maximum extent permitted under applicable law, Tinrate’s liability under these Terms shall, whether arising from negligence, breach of contract or otherwise, per event (or series of connected events) and in the annual aggregate not exceed the amount equal to all Expert Fees paid for the relevant Expert session whereunder the event giving rise to the liability occurred (or in case no expert fee was due, a maximum fixed amount of five hundred (500) EUR) or the amount paid out in respect to the relevant claim by Tinrate’s insurer. The aforementioned liability cap does not apply, if Tinrate cannot exclude its liability under applicable laws.
19.2. Subject to the maximum extent permitted under applicable law, Tinrate excludes its liability for:
(i) Any damages arising out of the actions, omissions, Expert Services, Output, User Content or other materials provided by any Users or any third parties;
(ii) Any damages arising out of problems, damage, or losses resulting from third party systems or services, including a lack of interoperability or compatibility with such systems; and
(iii) Any indirect, consequential, punitive, or special damages arising under these terms (i.e. loss of revenue, profit, anticipated savings or goodwill, opportunity loss or reputation damage, loss of data, loss of customers, loss of contract, etc.).
19.3. To the maximum extent permitted under applicable law, you agree 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 exclusively against Tinrate.
19.4. The right to claim damages for defaults attributable to Tinrate forfeits irrevocably twelve (12) months after the occurrence of the alleged default.
19.5. To the maximum extent permitted under applicable laws, you shall at all times during or after termination or expiry of these terms indemnify Tinrate and any Users against all losses, liabilities, fines, damages and expenses including reasonable legal fees suffered by, incurred by or awarded against Tinrate or such Users, arising out of or in relation to a (third party) claim relating to any (alleged) infringement of any third party’s (Intellectual Property) Rights, applicable (mandatory) laws, caused by your actions and/or omissions, except to the extent that such infringement arose solely and directly from a third party’s actions or omissions.
20. Warranties
20.1. Except to the extent otherwise provided in these Terms, the Platform (including any Expert Content and Output available thereon or any Expert Services) are provided “as is”. To the maximum extent permitted by applicable law, Tinrate does not make any other representations or warranties, express or implied, concerning any matter under these Terms (including any warranties of accuracy or completeness of data, fitness for a particular purpose, merchantability, availability, or non-infringement).
20.2. You acknowledge that the Platform (such as its search features) may be AI based. The quality of the Outputs is highly dependent on the quality of the User Data, Expert Data and the submitted prompts.
20.3. You understand that the Platform uses AI and that your usage thereof 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).
20.4. You shall take appropriate measures to ensure that you and other persons who will use the Platform have a sufficient level of AI literacy, skills, knowledge, and understanding to use and deploy the Platform 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 Platform will be used, and (iii) the persons or groups on or for whom the Platform will be used.
21. Term and termination
21.1. These Terms enter into force upon the download, installation or usage of the Platform and remain in effect until (i) you delete the Platform from all the devices you installed it on (and provided you cease usage of the Platform and associated services); or (ii) these Terms are terminated by either Party in accordance with the provisions of this Section.
21.2. Either Party may immediately terminate (or Tinrate may alternatively suspend) in whole or in part these Terms, without any judicial intervention, without being liable and without prejudice to its rights to damages and any other remedies to which it may be entitled by law, upon providing the other Party with written notice of termination if the other Party:
(i) performs a material breach and if capable for remedy, fails to cure such material breach within thirty (30) days after receipt of written notice of the material breach;
(ii) becomes insolvent, is subject to voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do.
21.3. Tinrate shall, without prejudice to any other rights or remedy available under these Terms or applicable law, be entitled to immediately terminate these Terms (or alternatively suspend the access to the Platform) by giving written notice, in the event you infringe your obligations related to the license, confidentiality, Intellectual Property Rights or data protection.
21.4. Upon termination, for whatever reason, you shall promptly pay all outstanding Expert Fees and other amounts payable hereunder up to the actual termination date and all licenses and user rights granted to you pursuant to these Terms shall automatically terminate. The provisions of these Terms that are expressly or implicitly intended to survive termination, shall survive termination. To the maximum extent permitted under applicable law, you waive any right to compensation from Tinrate arising from the termination of these Terms.
22. Contact, complaints and communication
22.1. Tinrate has appointed a central contact point, whom you can contact in the event you have questions about the Platform and/or these Terms or in case you have any complaints.
Operations Team
22.2. support@tinrate.com If you are a consumer and have any complaints, you can also submit, depending on your geographical location, complaints on (i) the Belgian Consumer Mediation Service: (https://consumentenombudsdienst.be/); and (ii) the European Online Dispute Resolution (ODR) Platform (http://ec.europa.eu/odr). However, we would appreciate the opportunity to resolve your concerns before you turn to such dispute resolution platforms and kindly ask you to contact us in first instance.
23. Miscellaneous
23.1. 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. However, where an Expert provides services in connection with any business or enterprise program offered by Tinrate and governed by separate terms and conditions, the Expert acknowledges that the relevant engagement may also be subject to such terms and conditions. In the event of any inconsistency between these Terms and any other relevant terms, these Tems shall prevail.
23.2. 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.
23.3. Waiver–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.
23.4. Assignment– Tinrate may assign, transfer and/or subcontract its rights and obligations under the Agreement to any third party. You shall not assign or otherwise transfer any of its right or obligations under the Agreement without Tinrate’s prior written consent.
23.5. Interpretation – 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 or phrase preceding those terms.
23.6. 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 may terminate the Agreement
23.7. 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.
23.8. 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.
23.9. Governing Law and 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.
Annex 1 – Data Processing Agreement
1. Scope and purpose
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 your 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. Definitions and interpretation
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 Platform 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. Personal Data types and processing purposes
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. Processor's obligations
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. Processor's employees
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. Security
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. Personal Data Breach
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. Cross-border transfers of Personal Data
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. Subcontractors
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. Complaints and Data Subject requests
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. Term and termination
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. Costs
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. Data return and destruction
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. Audit
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. Miscellaneous
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.
Annexes:
• Schedule A - Description of processing and contact information
Schedule A – Description of processing and contact information
1. Purposes and specific instructions regarding the processing
execution of the Business Purpose;
other (please specify): _______________________
2. Nature of the processing
| 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): _______________________ |
3. Categories of Data Subjects
| (Potential/ex-) clients Applicants, (ex-) employees or interns (Potential)/(ex-) self-employed consultants Users of the following service/website/application: The Platform |
(Potential/ex-) suppliers (Potential/ex-) business partners Minors (below the age of 16) Other (please specify): Users |
4. Categories of Personal Data
| 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 Platform 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): _______________________ |
5. Retention period
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: _______________________
6. Contact information for the person responsible for data protection compliance
| Processor | |
| tanguy.debrabandere@tinrate.com | |
| Name | Tanguy Debrandere |
7. List of Sub-Processors
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 software 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: _______________________
8. Transfers of personal data
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
9. Technical and organizational measures
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.
Annex 2 – Eu Data Act Terms On Switching Between Providers Data Processing Services (the “Switching Terms”)
1. Introduction
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 Platform, 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.
“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.
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. Switching Process
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 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 Data.
2.4. Any use of Tinrate’s APIs to export your 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 Data through the mechanisms made available by Tinrate. After this retrieval period, your Data will be retained and subsequently deleted in accordance with Tinrate’s data retention policies (unless 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 Platform, as well as any Confidential Information, trade secrets, intellectual property, or other proprietary information of Tinrate or its licensors or suppliers.
3. Assistance during Switching
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. Termination
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 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. Switching Charges
5.1. You 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 you to retrieve and transfer Data in a commonly used and machine-readable format. Any additional services requested by you 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 you designate 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. Miscellaneous
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.