Terms of Service

Effective Date: September 14, 2026

1. Definitions And Interpretation

1.1. “Operator”: SIA “Duck typing”, a limited liability company incorporated under the laws of the Republic of Latvia, registration number: 44103114326, legal address: Viestura iela 10 – 21, Cēsis, Cēsu nov., LV-4101, Latvia.

1.2. “Client”: Any legal entity, registered business, or sole proprietor that accepts these Terms and enters into a Contract with the Operator for Platform access.

1.3. “Platform” / “Service”: The BASETIME cloud-based workflow, task management, time tracking, expense logging, and invoicing software-as-a-service solution accessible via designated web applications and APIs.

1.4. “User”: An individual natural person (employee, contractor, or officer) authorised by the Client to access the Platform under the Client’s corporate account.

1.5. “Client Data”: All entries, tasks, time logs, financial records, customer records, invoices, uploaded files, and information submitted or generated by the Client or its Users within the Service.

1.6. “Contract”: The agreement between the Operator and the Client consisting of these Terms of Service, the Data Processing Agreement (DPA) including its Annexes, and any order confirmation or invoice issued by the Operator. The Privacy Policy and the Security & Privacy page are informational documents and do not form part of the Contract.

1.7. Business Use Only: The Platform is provided exclusively for business purposes. The Client confirms that it enters into the Contract in the course of its trade, business or profession and not as a consumer. The individual accepting these Terms confirms that he or she is authorised to bind the Client. The Operator may request proof of business status and may refuse or terminate accounts that do not meet this requirement.

1.8. Order of Precedence: In the event of any conflict between the components of this Contract, the following order of priority shall apply: (a) any written Order Confirmation or commercial invoice issued by the Operator; (b) the Data Processing Agreement (DPA); (c) these Terms of Service; and (d) the Privacy Policy. However, an Order Confirmation or invoice prevails over Section 3.6 only with respect to the specific price, seat quantity, and billing period expressly stated therein; subsequent renewal periods remain strictly subject to the price adjustment terms set forth in Section 3.6.

2. Service Access 30 Day Free Trial

2.1. Trial Provision: Upon account creation, the Operator grants the Client a limited, non-exclusive, non-transferable, revocable right to evaluate the Platform for thirty (30) consecutive calendar days (“Free Trial Period”) at zero subscription fee.

2.2. Trial Disclaimer: The Free Trial is provided strictly “AS IS” without SLAs, warranties, or indemnities. Upon expiration of the 30-day period, Platform functionality will be suspended unless a paid subscription plan is selected.

2.3. Credentials & Access: The Client holds exclusive responsibility for maintaining account credential confidentiality and for all operational actions performed by assigned Users. The Client is responsible for enabling multi-factor authentication where the Platform offers it and shall notify the Operator without undue delay at info@basetime.pro of any actual or suspected unauthorised access to its account.

2.4. Trial Terms: Each Client is entitled to one Free Trial. Trial accounts not converted to a paid plan are deleted [thirty (30)] days after the Free Trial Period ends. The Free Trial is a time-limited evaluation version to which Chapter VI of Regulation (EU) 2023/2854 (switching between data processing services) does not apply.

2.5. Account Owner: The natural person registering the account on behalf of the Client, or an authorised individual designated in writing by the Client, is considered the “Account Owner”. The Operator is entitled to rely on all operational directions from the Account Owner as binding instructions of the Client. The Client may change the designated Account Owner exclusively through a written request executed by a corporate representative possessing statutory representation rights according to the applicable official corporate registry (e.g., the Register of Enterprises of the Republic of Latvia).

2.6. Conflicting Instructions and Internal Disputes: If the Operator receives conflicting directions or is notified of a governance dispute regarding who represents the Client, the Operator reserves the right to freeze the status quo, refuse requests to reassign ownership, disable administrative account modifications, or restrict exports until: (a) a joint written instruction signed by all authorised statutory representatives is received; or (b) a binding final court judgment or interim order seated in Latvia is delivered. The Operator shall have zero liability for maintaining account continuity under this Section or for actions taken in good faith reliance on instructions reasonably believed to be authorised.

3. Subscription Fees Invoicing Taxes (EU VAT)

3.1. Pricing Metrics:
– Monthly Plan: €9.00 per active User seat/month (+ applicable taxes).
– Annual Plan: €90.00 per active User seat/year (+ applicable taxes).

3.2. Invoicing Procedure:
– Subscription fees are billed in advance. All invoices are generated electronically and delivered to the Client’s billing contact.
– Payment must be remitted in Euros (€) via bank transfer within fourteen (14) calendar days from the invoice date.
– Payment remitted by a third party on behalf of the Client confers no contractual rights, account ownership, or access privileges upon that third party under this Contract.

3.2a. Disputed Invoices: If the Client disputes an invoice in good faith (including applicable VAT calculations), the Client must notify the Operator in writing within fourteen (14) calendar days of the invoice date, stating the precise basis of the dispute. The Client shall remit payment for any undisputed portion by the original due date. The Operator will not apply late penalties or execute account suspensions for amounts subject to an open, good-faith dispute. If a billing or VAT error is verified, the Operator will issue a credit note alongside a corrected commercial invoice, and the fourteen-day payment timeline shall restart upon delivery of the corrected invoice.

3.3. Taxes and EU VAT: All prices are exclusive of VAT. For Clients established in Latvia, the applicable statutory Latvian VAT rate (currently 21%) will be applied. For Clients established in other EU Member States possessing a valid VIES-verified VAT identification number, the EU B2B reverse-charge mechanism applies (Articles 44 and 196 of EU VAT Directive 2006/112/EC). The Client guarantees the accuracy and active validity of its VAT number. If the Client fails to provide a valid VIES VAT registration prior to billing, the Operator will apply statutory VAT in accordance with EU cross-border tax rules.

3.4. Overdue Payments and Read-Only Suspension: Unpaid, undisputed invoices past due shall accrue statutory commercial interest under the Latvian Commercial Law, alongside a fixed late-collection compensation fee of €40.00 and verifiable recovery costs. Any supplementary late-performance contractual penalties shall not exceed 10% of the overdue principal in aggregate. If an invoice remains unpaid fourteen (14) days past its due date, the Operator may, following five (5) business days’ prior written warning, switch the Client’s account into read-only export mode. In read-only mode, Users may log in, view existing entries, and export Client Data, but cannot log new hours, add tasks, or generate outgoing invoices. The Operator will not perform a complete data lock-out for billing defaults.

3.5. Renewal and Seats: Subscriptions renew automatically for successive periods equal to the current billing period unless terminated under Section 15.2. “Active User seat” means each User account enabled at any time during a billing period. Seats added during a billing period are invoiced pro rata; seat reductions take effect from the next billing period.

3.6. Price Changes: The Operator may change its prices by giving at least thirty (30) days’ notice by email. New prices apply from the next renewal. A Client that does not accept a price change may terminate under Section 15.2 before the renewal date.

3.7. Refunds: Fees are non-refundable, except where the Contract or mandatory law provides otherwise.

4. Acceptable Use And Security Restrictions

4.1. The Client and its Users shall not:
– Decompile, reverse engineer, disassemble, or attempt to derive source code from the Platform;
– Copy, frame, mirror, modify, or create derivative works based on the Service;
Use scrapers, crawlers, or automated scripts to extract data from the Platform;
– Probe, scan, or stress-test system infrastructure, or bypass authentication measures, without prior express written permission, including under the Operator’s published vulnerability disclosure policy;
– Upload special categories of personal data or data relating to criminal convictions, unless strictly necessary, and the Client has a lawful basis for such processing;
– Use the Platform to monitor, evaluate or make automated decisions about workers in breach of applicable employment or data protection law;
– Share User credentials or permit use by more Users than the paid seats;
– Access the Platform to build or benchmark a competing product;
– Upload malicious code, viruses, malware, or unlawful, defamatory, or infringing material;
– Use the Platform to transmit unsolicited commercial communications (spam).

4.2. Security Restrictions and DSA Compliance: The Operator acts as an intermediary hosting service provider under the EU Digital Services Act (Regulation (EU) 2022/2065, Art. 6). The Operator reserves the right to immediately suspend, restrict, or remove specific Client Data uploaded in breach of Section 4.1 or upon receiving a formal substantiated notice from law enforcement authorities. Any restriction will be strictly proportionate in scope and duration. Where permitted by applicable criminal procedural law, the Operator will deliver a statement of reasons to the Account Owner detailing the measures enacted. The Client may contest content restrictions by contacting info@basetime.pro. The Operator shall bear no liability for operational disruptions resulting from good-faith enforcement under this Section.

5. Proprietary Rights Client Data Feedback

5.1. Client Ownership: The Client retains sole title and intellectual property rights over all Client Data.

5.2. Operational License: The Client grants the Operator a non-exclusive, worldwide, royalty-free license to host, process, back up, transmit, and display Client Data solely as required to provide, maintain, and secure the Platform.

5.3. Operator IP: The Operator retains all rights, title, copyright, trade secrets, trademarks, software code, and database architecture related to BASETIME.

5.4. Feedback: Any feedback, feature requests or suggestions provided by the Client or its Users (“Feedback”) become the exclusive property of the Operator to the extent permitted by law. Where rights in Feedback cannot be transferred, the Client grants the Operator a perpetual, irrevocable, worldwide, royalty-free, transferable and sub-licensable license to use, modify and commercialise the Feedback. The Operator may use Feedback without restriction or financial obligation, and Feedback is not Confidential Information of the Client.

5.5. Service and Aggregated Data: The Operator may collect and use (a) technical and usage data relating to the operation of the Platform, and (b) aggregated or anonymised data derived from Client Data that does not identify the Client, any User or any other natural person, in order to operate, secure, maintain and improve the Platform and to prepare statistics. The Operator shall not attempt to re-identify such data.

6. Operator IP Indemnification Non-Infringement Warranty

6.1. Warranty: The Operator warrants that the BASETIME Platform does not knowingly infringe any valid third-party patent, copyright, or trademark.

6.2. Defence Obligation: The Operator shall defend and hold harmless the Client against direct third-party legal claims asserting that the unmodified Platform infringes third-party intellectual property rights, provided the Client: (a) promptly notifies the Operator in writing; (b) gives the Operator sole control of the defence; and (c) fully cooperates with the Operator.

6.3. Exclusions: Section 6.2 does not apply to claims arising from (a) Client Data or third-party services; (b) modifications not made by the Operator; (c) combination with products, data or processes not supplied by the Operator; or (d) use in breach of the Contract, or continued use after the Operator has provided a non-infringing alternative.

6.4. Remedies: If the Platform is, or is likely to become, subject to an infringement claim, the Operator may at its option (a) obtain the right for the Client to continue using it, (b) modify or replace it so that it is non-infringing, or (c) terminate the Contract and refund prepaid fees for the unused period. This Section 6 states the Operator’s entire liability for third-party intellectual property claims.

7. Third Party Integrations And APIs

7.1. The Platform may allow integration with external third-party services (e.g., accounting tools, bank data feeds, storage providers).

7.2. Third-party services are governed solely by their respective terms. The Operator accepts no liability for service interruptions, data corruption, or errors caused by external APIs, third-party software changes, or network downtime.

7.3. When the Client enables an integration, the Client instructs the Operator to transmit the relevant Client Data to that third party. The third-party provider is not a sub-processor of the Operator; its processing is governed by the Client’s own agreement with that provider, and the Client is responsible for the lawfulness of the transmission.

8. Service Level Agreement Sla Service Credits

8.1. Target Uptime: The Operator targets a monthly system availability rate of 99.5%, excluding planned maintenance windows.

8.2. Service Credits: If monthly availability falls below 99.5% due to an unexcused operational failure, the Client may request Service Credits equal to 10% of the Client’s monthly subscription fee for the affected billing period. For Clients enrolled in Annual Subscription Plans, the baseline monthly subscription fee is calculated as exactly one-twelfth (1/12) of the applicable annual subscription fee paid.

8.3. Measurement: Availability is measured monthly by the Operator’s monitoring systems. “Unexcused operational failure” means unavailability of the core Platform that is not excluded under Section 8.4.

8.4. Exclusions: Unavailability does not count as downtime where it results from (a) planned maintenance announced at least forty-eight (48) hours in advance, (b) emergency maintenance required for security, (c) events under Section 12, (d) suspension under the Contract, (e) the Client, its Users, their equipment or internet access, or (f) third-party services under Section 7.

8.5. Claims: Service Credits must be requested in writing within thirty (30) days after the end of the affected month. They are applied to the next invoice, are not payable in cash, and are not available while any invoice is overdue.

9. Artificial Intelligence Data Training Policy

9.1. The Operator undertakes not to sell or rent Client Data, and not to submit Client Data to third-party AI models for model-training purposes without the Client’s prior written instruction.

9.2. Any internal automated data processing (e.g., OCR invoice processing or automated categorization) operates strictly within isolated, secure application scopes solely for executing user-requested workflow features.

9.3. AI-assisted features (such as OCR or automated categorisation) may produce inaccurate results. The Client is responsible for reviewing their output before relying on it, including for accounting, tax and invoicing purposes.

9.4. Any third-party provider used for AI-assisted features is listed as a sub-processor under the DPA.

9.5. The Platform is not designed or intended for evaluating, ranking or making decisions about workers, and the Client shall not use it for such purposes.

10. Disclaimers and Limitation Of Liability

10.1. Warranty: The Operator warrants that the paid Platform will perform materially in accordance with its published documentation. If it does not, the Operator will correct the non-conformity within a reasonable time; if it cannot, either party may terminate the affected subscription and the Operator will refund prepaid fees for the remaining period. This is the Client’s sole remedy for breach of this warranty. Except as expressly stated in the Contract, and to the maximum extent permitted by law, the Platform is provided “as is” and “as available”, and the Free Trial is provided without any warranty.

10.2. Aggregate Liability Cap: To the maximum extent permitted by applicable law, the Operator’s total cumulative aggregate liability for all claims arising out of or related to this Contract shall under no circumstances exceed the total subscription fees paid or payable by the Client to the Operator in the twelve (12) months immediately preceding the event giving rise to liability

10.3. Excluded Losses: The Operator is not liable for indirect or consequential loss, or for loss of profit, revenue, business or goodwill. For loss or corruption of Client Data, the Operator’s sole obligation is to use reasonable efforts to restore the data from its most recent available backup.

10.4. Mandatory Statutory Exceptions: Nothing in this Contract shall operate to limit or exclude either party’s liability for death, personal injury caused by negligence, or damages resulting from intent or gross negligence (dolus or culpa lata under the Civil Law of the Republic of Latvia).

10.5. Data Backups, Archival Disclaimer & Outgoing Invoices: The Platform functions solely as an operational workflow management tool and is not an archiving, accounting repository, or permanent statutory record-keeping system. The Client maintains sole legal responsibility for: (a) the factual accuracy, tax compliance, and legal validity of commercial invoices issued to its end-customers via the Platform; and (b) maintaining independent, redundant external copies of all invoices, work logs, and tax records required under applicable accounting and tax legislation.

11. Client Indemnification

11.1. The Client shall defend, indemnify, and hold harmless the Operator and its officers against any third-party claims, administrative fines, losses, or legal costs arising out of:
– Client Data processed within the Platform;
– Allegations that Client Data violates third-party intellectual property or privacy rights;
– Breach of Section 4 (Acceptable Use) by the Client or its Users.

11.2. The Client’s indemnity for administrative fines applies to the extent permitted by law and only where the fine results from the Client’s instructions, Client Data, or the Client’s breach of the Contract or of data protection law.

11.3. The Client warrants that it has a valid legal basis for all personal data it enters into the Platform and has informed its Users and other data subjects as required by law.

11.4. Regulatory and Legal Defence Reimbursement: The Client agrees to reimburse the Operator for all reasonable internal and external costs incurred—including standard staff hourly rates and outside legal counsel fees—resulting from responding to official preservation orders, subpoenas, criminal investigations, or authority requests targeting the Client’s account, User activity, or Client Data, unless such investigation was caused by the Operator’s gross negligence or willful misconduct. Reimbursable costs under this clause will be invoiced and paid according to Section 3.

12. Force Majeure

12.1. Neither party shall be liable for performance delays or failures resulting from acts of God, war, terrorism, civil unrest, severe cyberattacks (DDoS), cloud hosting provider failures, utility blackouts, or governmental restrictions beyond their reasonable control.

12.2. Force majeure does not suspend the Client’s payment obligations for services already provided.

12.3. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected subscription by written notice, and the Operator will refund prepaid fees for the unused period.

13. Confidentiality

13.1. Each party shall keep confidential all non-public information disclosed by the other party that is marked as confidential or would reasonably be understood to be confidential (“Confidential Information”), use it only to perform the Contract, and protect it with at least reasonable care. Client Data is additionally protected under Section 5 and the DPA.

13.2. Confidential Information does not include information that (a) is or becomes public without breach of the Contract, (b) was lawfully known to the recipient before disclosure, (c) is independently developed without use of the Confidential Information, or (d) is lawfully received from a third party without a duty of confidentiality.

13.3. A party may disclose Confidential Information to its employees, advisers, auditors and sub-processors who need to know it and are bound by equivalent confidentiality obligations, and where required by law or by a court or authority, in which case it shall, where legally permitted, promptly notify the other party.

13.4. These obligations continue for three (3) years after termination of the Contract, and for trade secrets for as long as they remain trade secrets. Upon termination, each party shall return or delete the other party’s Confidential Information, except copies kept in backups or required by law, which remain subject to this Section.

14. Sanctions And Export Compliance

14.1. The Client warrants that neither it nor its owners, directors or Users is subject to sanctions imposed by the United Nations, the European Union, the Republic of Latvia or the United States (OFAC) (“Sanctions”), or is owned or controlled by such a person.

14.2. The Platform may not be provided to, accessed by or used for the benefit of any person established or located in Russia or Belarus, in any sanctioned territory, or where this would breach Sanctions, including Council Regulation (EU) No 833/2014 and Council Regulation (EC) No 765/2006.

14.3. The Operator may suspend or terminate the Contract with immediate effect and without liability if it reasonably believes that this Section has been breached or that continued performance would breach Sanctions.

15. Term And Termination

15.1. Term: This Contract enters into force upon account registration and continues until terminated.

15.2. Termination for Convenience: Either party may terminate the agreement at the end of the active billing cycle by giving written notice at least seven (7) days prior to renewal.

15.3. Termination for Cause: Either party may terminate immediately if the other party materially breaches this Contract and fails to cure such breach within fourteen (14) calendar days of written notice. The Operator may also terminate the Contract with immediate effect by written notice if the Client (a) breaches Section 4 or Section 14, (b) fails to pay any amount within thirty (30) days after its due date, or (c) to the extent permitted by law, becomes insolvent, enters liquidation or ceases to trade.

15.4. Switching and Data Export: The Client may request to switch to another provider or to on-premises infrastructure, or to export its data, by giving one (1) month’s written notice (maximum two (2) months). After the notice period, a transitional period of up to thirty (30) calendar days applies, during which the Contract remains in force and the Operator (a) provides reasonable assistance to the Client and third parties authorised by it, (b) acts with due care to maintain business continuity and a high level of security, and (c) informs the Client of known risks to continuity. If this period is technically unfeasible, the Operator will inform the Client within fourteen (14) working days and propose an alternative period not exceeding seven (7) months. The Contract terminates upon successful completion of switching, or at the end of the notice period if the Client requests erasure without switching. Fees paid for the current billing period are not refunded, to the extent permitted by Regulation (EU) 2023/2854.

15.5. Exportable Data: Upon written request submitted to info@basetime.pro prior to the expiration of the Retrieval Period, the Operator will provide the Client with an export of all Client Data – including projects, tasks, time entries, expenses, invoices, customer records, and User lists – in a standard machine-readable format (CSV or JSON), along with uploaded files in their original format. Excluded are the Operator’s proprietary software, database schemas, internal configurations, security logs, and trade secrets. Data exports requested during the Retrieval Period are handled manually by the Operator’s support team within a reasonable operational timeframe.

15.6. Retrieval Period: Upon effective contract termination, the Client shall have an operational window of thirty (30) calendar days (“Retrieval Period”) to request an export of all Client Data as per Section 15.5. Throughout the Retrieval Period, the account remains available to Users in read-only mode free of charge. The Operator will dispatch an automatic notification email upon termination reminding the Client of the impending final deletion.

15.7. Permanent Erasure and Legal Hold Exception: Following the expiration of the 30-day Retrieval Period, the Operator will permanently purge and overwrite all Client Data across production databases, and from isolated backup storage within thirty (30) calendar days. Notwithstanding the foregoing, the Operator reserves the right to retain designated Client Data beyond the Retrieval Period if subject to an active Legal Hold, preservation notice, official law enforcement order, or pending legal dispute, exclusively until such requirement lapses.

15.8. Switching Charges: The Operator does not charge for switching. Until 12 January 2027, the Operator may charge no more than its direct costs for switching assistance beyond the standard data export provided under Section 15.5; from that date, switching is free of charge.

15.9. Survival: Sections 3 (as to unpaid amounts), 5, 6, 10, 11, 13, 15.5–15.9 and 16 survive termination.

16. Governing Law And Dispute Resolution

16.1. This Contract is governed exclusively by the laws of the Republic of Latvia.

16.2. Subject to Sections 16.3 and 16.4, all disputes arising out of or in connection with this Contract shall be settled exclusively in the competent courts of the Republic of Latvia.

16.3. The Operator may also bring claims for unpaid amounts before the competent courts of the Member State where the Client is established.

16.4. For Clients established outside the EU and EEA: Any dispute shall be finally settled by arbitration under the rules of the Court of Arbitration of the Latvian Chamber of Commerce and Industry, seated in Riga, Latvia, in the English language.

17. General provisions

17.1. Amendments: The Operator may amend these Terms by notifying the Client at least thirty (30) days before the change takes effect. If the Client does not accept the change, it may terminate the Contract before the effective date without penalty; continued use after that date constitutes acceptance. Changes required by law or for security reasons may take effect sooner.

17.2. Assignment: The Client may not assign the Contract without the Operator’s prior written consent. The Operator may assign the Contract to an affiliate or to a successor in a merger, acquisition or sale of its business, by notice to the Client.

17.3. Notices: Notices are given by email to the Client’s account owner or billing contact, and to the Operator at info@basetime.pro. Email notices are deemed received on the next business day.

17.4. Entire Agreement: The Contract is the entire agreement between the parties regarding its subject matter. Marketing materials, website content and the Security & Privacy page do not create warranties or obligations unless expressly incorporated into the Contract.

17.5. Severability: If any provision is found invalid, it shall be deemed modified to the minimum extent necessary to make it valid, and the remaining provisions remain in full force.

17.6. No Waiver: A failure or delay in exercising a right is not a waiver of it.

17.7. Language: The Contract is concluded in English. Translations are provided for convenience only.

17.8. Electronic Conclusion: The Contract is concluded electronically when the Client accepts it during registration. The Operator makes the Contract available in a form that can be stored and reproduced.

17.9. Contact Point: The Operator’s single point of contact for authorities and users under Regulation (EU) 2022/2065 (Digital Services Act), including for notices of allegedly illegal content, is info@basetime.pro. Communications may be made in English or Latvian.