Terms of service

Last modified: 20. July 2025

  • Definitions
  • Subject of the contract
  • Consumers right of withdrawal
  • License and scope of services
  • Support, updates and SLA
  • Data protection and security
  • Customer responsibilities
  • Responsibility for AI output
  • Prices and payment terms
  • Intellectual property
  • Limitation of Liability
  • Compensation
  • Confidentiality
  • Validity and termination of the contract
  • Changes
  • Force Majeure
  • Dispute resolution
  • Contact
  • Confirmation
  • Annexes

1. Definitions

  1. Services – Design, implementation and/or rental of AI-based solutions (including private LLM, RAG, data connections, cloud or on-prem GPU servers, maintenance, support).

  2. The company – Tarkva OÜ (registration code 17259587), see § 2 of the agreement.

  3. Klient – a natural or legal person who uses or purchases the Services.

  4. Tarkvara – all code (Docker containers, scripts, templates, etc.) delivered as part of the Services.

  5. Details – information entered, uploaded or otherwise made available to the Services by the customer.

  6. Confidential information – a trade secret belonging to the parties, the disclosure of which is restricted.

  7. List of data processors – Appendix A lists third-party data processors.
  8. Data Processing Agreement (DPA) – Annex B, which will enter into force upon separate signature, sets out the scope of personal data processing, security requirements, and the rights and obligations of the parties. 
  9. Service Level Agreement (SLA) – Annex C, which shall apply when signed separately by the parties, shall specify the service availability levels, response and resolution deadlines, and the procedure for calculating service credits. 

2. Subject of the Agreement

  1. The company [name: Tarkva OÜ.; registry code: 17259587] (“Company”) provides the Services to the Customer in accordance with these terms and conditions (“Terms”).

  2. The terms and conditions, together with the price list, order confirmation and privacy policy, form a legal agreement.

  3. After the contract enters into force and (if the order confirmation so provides) the advance payment is received, the Company will begin configuring a private server for the Client.

    1. Standard deadline – up to 48 hours from signing the contract.
    2. In exceptional cases (e.g. custom agents, large document pre-processing or simultaneous activation of multiple additional services), preparation may take longer. The Company will inform the Client of the estimated deadline and will launch the Service partially or fully to the agreed extent, if technically possible.
    3. The Service is considered to have “begun” from the moment the Company sends the access data or activation message to the Customer. From that moment on, the consumer’s right of withdrawal (if applicable) shall be lost in accordance with § 3, paragraph 3.1.

  4. The Services may also include the integration of an AI chatbot or other similar user interfaces into the Client’s website, including the installation of the necessary script or plugin.

  5. In the event of a conflict between an individual agreement, an SLA, these Terms or the Privacy Policy regarding the same matters, the following priority applies:

    1. individual order or service level agreement (SLA);

    2. data processing agreement (DPA)

    3. these Terms;

    4. privacy policy;

    5. price list.

  6. The Data Processing Agreement (DPA) in Annex B shall only be effective if signed by the parties as a separate document.
  7. The Service Level Agreement (SLA) in Appendix C shall only be effective if signed by the parties as a separate document.

3. Consumer's right of withdrawal (For private individuals)

  1. The consumer has the right to withdraw from the contract within 14 days from the conclusion of the contract if the provision of the digital service has not begun.
  2. If the consumer:
    a) agrees to the immediate commencement of the Service within 14 days ja
    b) confirms that he understands the loss of the right of withdrawal,
    The right to withdraw ceases from the moment the provision of the Service begins (Section 56(1)(6) of the Consumer Protection Act; Article 2011(m) of Directive 83/16/EU).
  3. If the service begins without the consumer’s consent, the consumer may withdraw from the contract within 14 days by paying the Company a proportionate fee for the indicated period.
  4. If the consumer exercises the 14-day right of withdrawal, the Company will reimburse all payments received from the consumer, including initial delivery charges, without delay, but no later than for 14 days within 14 days of receipt of the withdrawal form. The refund will be made via the same payment method, unless the parties agree otherwise and the consumer will not incur additional costs. The company will send the consumer a confirmation of receipt of the withdrawal form on a durable medium. The company will make available to the consumer standard withdrawal form (EU Directive 2011/83/EU Article 16 (m)
  5. The trader shall retain proof of the consumer’s consent and confirmation of loss of right on a durable medium.
  6. To withdraw from the contract, a written application must be submitted to the Company via e-mail to info@tarkva.com. The application form is available in the appendix to the Terms of Use (Appendix D – Withdrawal Form for Consumers).

*This chapter does not apply to legal entities or natural persons acting for business purposes.

4. License and Scope of Services

  1. Nature of the license
    The Company provides the Client with a paid subscription for the duration of non-exclusive, non-assignable, non-sublicensable ja limited the right to use Tarkvaand related documentation (collectively, the “Tarkvara”) only to the extent necessary for the normal use of the Services in the internal processes of the Customer’s organization.
  2. Permitted use
    a) Tarkvara on the Client’s or Subsidiary’s servers/instance(s) listed in the Order Confirmation.
    b) End users, API keys and/or concurrent workshops the maximum number depends on the selected package or individual contractIf actual usage exceeds the package limit, the Client undertakes to conclude another package or pay the corresponding additional fee according to the Company’s price list.
  3. Prohibited activities
    a) Reverse engineering, decompile, remove encryption, remove security measures, except to the extent permitted by law.
    b) Tarkvapartial or complete sharing, rental or commercial transmission to third parties (“SaaS service within a service”) without the written permission of the Company.
    c) TarkvaUsing ra or outputs illegal or high-risk activities (e.g. bioweapons, mass surveillance of personal identification).
    d) Automated queries above the agreed volume limits; if the limits are exceeded for 3 consecutive months, the Company may require a package improvement or additional charge.
  4. Third-party open source code
    Tarkvara may contain libraries or components owned by third parties and licensed under open source terms (e.g. Apache 2.0, MIT). The rights and restrictions on such components are each corresponding license and does not reduce or expand the license granted by the Company.
  5. Customer feedback
    Any ideas, improvements or feedback provided by Customer regarding the Services (“Feedback”) are voluntary. Customer grants the Company a perpetual, royalty-free right to use and implement the Feedback, without additional charge or credit to Customer.
  6. Property rights
    All rights not expressly granted to the Client remain with the Company. This includes source code, modeled architecture, user interface designs, and trained machine learning models. TarkvaOwnership of the ra or its parts is not transferred.
  7. Branding and labeling
    The Customer may not use the Company’s trademark, logo or trade name in marketing or press releases without the Company’s written consent, except to refer to the use of the Services in a factual manner (“powered by” Tarkva”).
  8. Validity and termination
    a) The license is valid for the duration of the order payment and the validity of the contract.
    b) Upon termination or cancellation of the contract (see § 14) the license also expires without further notice. The customer will delete or destroy all Tarkvacopies and backup copies within 30 days, except for logs and data subject to legal retention obligations.
    c) If the Client materially violates the terms of § 4, the Company may immediately suspend the license and demand the elimination of the violation or compensation for damages (§ 12).
  9. Audit and compliance
    The Company has the right, upon 10 business days’ written notice, to conduct a remote or on-site audit to verify compliance with the license terms. The audit must take place during business hours and must not unreasonably disrupt the Client’s operations. The Company shall bear the costs of the audit.

5. Support, updates and SLA

  1. Standard support: by email Mon 09:00-17:00 (EET), response within 48 hours.

  2. Updates: Security patches and upgrades are applied to active subscriptions within 2 months.

  3. SLA (optional): increased response time, monitoring and uptime guarantee with a separate contract.

  4. The Company may perform scheduled maintenance Mon–Fri between 22:00 and 06:00 (EET) or on weekends, notifying the Customer by email at least 24 hours in advance. During scheduled maintenance, the Service may be temporarily unavailable.
  5. Unless the parties have entered into a separate SLA, the Company does not guarantee minimum uptime. In the event of an interruption or data loss, the Company’s liability is limited to a refund of fees. pro rata temporis during the interruption period.
  6. By default, system logs are retained for 30 days. The customer has the right to order a longer retention period (up to 12 months) based on the Additional SLA; the extension will be charged according to the price list or individual agreement.
  7. Security and audit logs may be retained for up to 12 months under a DPA or SLA.

6. Data protection and security

  1. The Company processes the Data in accordance with GDPR and best practices.

  2. The Client is responsible for ensuring that it has all necessary legal bases for processing the Data (e.g. consent, contract).

  3. Data is encrypted in transit (TLS 1.2+) and at rest (AES-256 or comparable).

  4. If the Customer hosts the system on its own infrastructure (“on-premise”), it is responsible for physical and network security.

  5. Server data is backed up once a day. Backups for the last 1 days are stored in memory (old backups are then overwritten, which does not necessarily mean data loss, unless the data has been deleted in the meantime). A longer period is possible with a separately signed SLA agreement and for an additional fee.

  6. To operate the Service, the Company uses reasonably selected third-party service providers (e.g. cloud or hosting infrastructure, LLM-API, payment gateway). Accordingly:
    a) the terms and conditions of these providers apply in addition to the Service;
    b) The Company is not liable for any service interruption, data loss or security incident resulting from the actions or inaction of the said platform, except where the law provides for the Company’s obligation;
    c) The company enters into confidentiality and data processing agreements with subcontractors to ensure an equivalent level of security.
  7. To improve the reliability and performance of the Service, the Company may collect anonymous technical metrics (CPU load, error logs, query volume, etc.). The data is not directly associated with the Client’s personal information and is not shared with third parties without the Client’s consent.
  8. If the Company processes personal data on behalf of the controller within the meaning of Article 28 of the GDPR, a separate data processing agreement will be concluded between the parties. Lisa B (“DPA”). Annex B is an integral part of these Terms and prevails in matters of processing personal data.
  9. An active list of cloud, hosting and API providers used by the Company, along with their contacts and sub-satellite SLAs, is provided Annex A-s. The Company may add or replace providers by notifying the Client at least 10 calendar days in advance, except in cases of urgent security needs. If the change of provider results in a new subprocessor of personal data, a DPA supplement or an amended DPA will be signed prior to implementation.
  10. The Company will assist the Client in resolving requests related to personal data (Access, Deletion, Data Portability) in accordance with the deadline set out in the DPA

7. Customer responsibilities

  1. Provide correct contact and payment information, pay invoices on time.

  2. Not to use the Services for illegal activities (including unjustified data surveillance, hate speech, malware).

  3. Do not disassemble, decompile, or reverse engineer Tarkvara.

  4. Ensure that only authorized personnel use the Services.

  5. The client undertakes to implement the following minimum security measures:
    a) strong passwords and/or multi-factor authentication for all administrative and API users;
    (b) limiting access on a “need to know” basis;
    c) immediate blocking of leaked or compromised authentication data.
    In the event of a violation of security requirements, the Client is liable for all resulting damages.

8. Responsibility for AI output

  1. The outputs of AI models are the results of statistical creativity; The Company does not guarantee their complete accuracy, completeness or suitability for a particular purpose.

  2. The client undertakes to check critical outputs (e.g. legal conclusions, accounting data) before they are used.

  3. The company is not liable for any direct or indirect damages resulting from the misuse or errors of AI output.

  4. The Service may not be used for decisions that may directly affect physical safety, health, or automatic credit rating without the written consent of the Company.

  5. Customer ensures that all applicable AI ethics and risk class standards (including applicable EU AI regulations) are followed when using the Service. Customer is responsible for implementing additional controls if the use is classified as a “high risk” activity.
  6. If an AI chatbot is integrated into the Client’s public web channel, the Client undertakes to provide a clear warning to the end user that the response has been generated using AI and to conduct pre-screening of legally sensitive or high-risk advice.

9. Prices and payment terms

  1. The service is provided on a monthly basis. The price list is available at https://tarkva.com/pricelist

  2. Working hour €79 + VAT (or according to the current offer).

  3. Project-specific fees and the amount of the advance payment will be explained in the order confirmation.

  4. Late payment interest on unpaid amounts 0,05% per day; The Company has the right to suspend the Service in case of default.

10. Intellectual property

  1. Company-Created Materials:
    All models, software, scripts, configurations, and documentation developed or customized by the Company for the provision of the Service shall remain the exclusive property of the Company, unless otherwise expressly agreed in writing.

  2. Trademarks:
    The Customer may not use the Company’s name, trademarks, or logos in any products, services, marketing materials, or communications without the Company’s prior written consent.

  3. Client Data & Materials:
    The Client retains all rights and ownership to any data, documents, or materials they provide (“Client Data”). The Client grants the Company a non-exclusive, royalty-free license to use such Client Data solely for the purpose of providing, maintaining, and improving the Service, and for no other purpose.

  4. Customizations and Deliverables:
    Unless otherwise agreed in writing, any custom integrations, scripts, or configurations created specifically for the Client as part of the Service will remain the property of the Company. Upon full payment, the Client will receive a license to use such deliverables solely in connection with the Service, for the duration of their subscription or agreement.

11. Limitation of Liability

  1. The Company’s total liability is limited to the amount paid by the Client for the Services during the last 12 months.

  2. The company is not responsible for indirect damage, lost profits or loss of data.

  3. The limitation of liability does not apply in the event of intentional damage.

  4. The service is provided on the principle “as is” and “as available”. The company makes no express or implied warranties, including those of fitness for a particular purpose, error-free operation or uninterrupted operation, except as required by law, which cannot be excluded.
  5. Neither party excludes or limits liability for intentional damage or personal injury (including death, personal injury) to the extent permitted by law.
  6. Unless otherwise provided in the DPA, this limitation also applies to liability arising under the DPA.

12. Compensation

The Client shall compensate the Company for costs and damages (including reasonable legal costs) arising from the Client’s:

  1. Violation of the terms and conditions;
  2. Claims for unjustified data processing;
  3. Using AI outputs in a way that infringes the rights of third parties.
  4. If the Customer provides the Service with materials that infringe the intellectual property rights of a third party, the Customer shall indemnify the Company for all claims, costs and damages arising therefrom (including reasonable legal costs).

13. Confidentiality

  1. The parties shall refrain from disclosing confidential information.

  2. Exception: public information or mandatory disclosure under law.

  3. If the parties are required to disclose confidential information by a court, supervisory authority or other competent body, the party receiving the request shall promptly notify the other party (unless prohibited by law) and allow it to file objections or seek protection.
  4. The Company has the right to share confidential information with a subcontractor who has signed an NDA that provides at least equivalent protection.

14. Validity and termination of the contract

  1. The Agreement enters into force upon signing the order confirmation or upon starting to use the Services.

  2. Either party may terminate the agreement with 30 days’ notice; the customer’s payment obligations for Services already provided shall remain in effect.

  3. The client is obliged to pay for the service in full until the end of the agreed payment period, even if he does not use the services.

  4. The Company may terminate the Agreement immediately if the Customer materially breaches the Terms (e.g. license or payment obligations).

  5. Before suspending the Service due to payment default, the Company will notify the Client 5 calendar days in advance by e-mail.

  6. If the Client does not agree to a material change made pursuant to § 15, he may terminate the contract within 30 days of receiving the notice without additional charges; paid service fees will not be refunded pro rata unless the change affects the content of the Service during the period already paid.

  7. The customer has the right to stop or cancel a recurring payment (stripe.com) at any time by clicking on their account page (“Billing”). Cancel SubscriptionCancellation takes effect immediately and no further invoices will be issued. If you do not have access to the web panel, you can send an email to billing@tarkva.com with keyword I am canceling the service.The company will confirm the cancellation within 24 hours.

  8. For monthly packages, the right of use remains until the end of the current billing period; the fee for the unused period is not refunded, unless the availability guaranteed by the SLA fell < 95% (see SLA § 6).

15. Changes

  1. The Company may update the Terms. Significant changes will be notified via email or website at least 14 days in advance. Continued use of the Service after changes constitutes acceptance. In case of disagreement, § 14.6 applies.
  2. Non-material changes (e.g. spelling, replacement of a third-tier cloud service with an equivalent) will take effect immediately and will be published on the Company’s website.

16. Force Majeure

The company is not held liable for failure to fulfill obligations if the cause is an uncontrollable event (e.g. natural disaster, war, large-scale cyberattack, power outage).

17. Dispute resolution

  1. The terms and conditions are governed by Law of the Republic of Estonia.

  2. Any disputes arising out of or in connection with these terms shall be resolved in Harju County Court, Tallinn, Estonia.

  3. If both parties agree, disputes may alternatively be settled by the Estonian Conciliation Chamber or by binding arbitration under the rules of the Arbitration Court of the Estonian Chamber of Commerce and Industry.
  4. Notwithstanding the foregoing, nothing in this agreement shall prevent either party from seeking interim injunctive relief in any competent court.

18. Contact

Tarkva OÜ
Address: Uus 60, Tartu
Email: info@tarkva.com
Phone: +372 5555 1911

19. Confirmation

By using the Services, you confirm that you have read these terms and agree to abide by them.

20. Annexes

Annex A: List of third-party service providers
Annex B: Data processing agreement (DPA)
Annex C: Service level agreement (SLA)
Annex D: Withdrawal form for consumers