Version 1in force since 19 October 2026
Terms of service
The agreement between a workshop and Bayloop.
1. Definitions
1.1 In these Terms, the following capitalised terms have the meanings set out below:
- "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
- "Agreement" means these Terms together with the documents incorporated in clause 2.4.
- "AI Functionality" means any feature of the Services that uses artificial intelligence or machine learning, including the assistant, to process Inputs and generate Outputs.
- "AI Service Provider" means a third party that provides artificial intelligence models or services used in the AI Functionality.
- "Beta Services" means features or services identified as beta, preview, trial use or evaluation.
- "Confidential Information" has the meaning given in clause 16.1.
- "Credentials" means all usernames, passwords, passkeys, one-time codes and other means of access created by or assigned to the Customer and each of its Users for use of the Services.
- "Credit" means the prepaid balance held in the Customer's account and used to pay for Usage-Based Services.
- "Customer" means the business that registers for the Services and on whose behalf these Terms are accepted.
- "Customer Data" means all data, content and materials that the Customer, its Users, its customers or its business partners submit to, store in or transmit through the Services, including Inputs and Outputs.
- "Fees" means the subscription fees and the charges for Usage-Based Services payable under the Agreement.
- "Input" means any data or content provided to the AI Functionality, and "Output" means any data or content generated and returned by the AI Functionality on the basis of an Input.
- "Intellectual Property Rights" means patents, utility models, rights in designs, copyright and related rights (including rights in computer software and databases), trade marks, trade names, domain names, rights in trade secrets and know-how, and all similar or equivalent rights anywhere in the world, whether registered or unregistered, including applications for and renewals of such rights.
- "Payment Service Provider" means a licensed third party that processes card payments, bank transfers or other payment transactions.
- "Renewal Date" means the date on which the Subscription renews automatically each month, unless terminated earlier in accordance with these Terms.
- "Services" means the Bayloop software platform available at bayloop.app and its applications, the customer pages and website widgets made available through it, and the related support provided by Bayloop.
- "Subscription" means the Customer's paid right to use the Services, and "Subscription Term" means the period during which the Subscription is in force.
- "Third-Party Services" means any service, application or platform not provided by Bayloop that the Customer connects to or uses together with the Services.
- "Usage-Based Services" means the parts of the Services charged by actual use, such as the AI Functionality, SMS and WhatsApp messages.
- "Users" means the individuals whom the Customer authorises to access the Services on its behalf.
- "Working Day" means any day other than a Saturday, Sunday or public holiday in the Republic of Latvia.
2. The Agreement
2.1 These Terms of Service ("Terms") govern the provision and use of the Services and form a binding agreement between to be filled in, registration number to be filled in, VAT number to be filled in, registered address to be filled in, email [email protected] ("Bayloop") and the Customer. Bayloop and the Customer are each a "party" and together the "parties".
2.2 The Agreement is concluded when the Customer completes the registration process and confirms its acceptance of these Terms. Before submitting the registration, the Customer may review and correct the information entered. The individual accepting these Terms represents and warrants that he or she is authorised to bind the Customer.
2.3 Bayloop retains the version of these Terms accepted by the Customer together with the record of acceptance. All versions of these Terms remain available at bayloop.app/legal and may be downloaded and stored by the Customer.
2.4 The following documents form part of the Agreement: the Data Processing Agreement, the list of Subprocessors and the Privacy Policy, together with any supplemental terms that Bayloop makes available for specific features. In the event of a conflict concerning the processing of personal data, the Data Processing Agreement prevails over these Terms.
3. Business Customers Only
3.1 The Services are intended exclusively for businesses, including companies and sole traders, acting for purposes relating to their trade, business or profession. The Services are not offered to consumers.
3.2 By accepting these Terms, the Customer confirms that it acts in the course of its business. Accordingly, the provisions of consumer protection law applicable to distance contracts, including the right of withdrawal, do not apply to the Agreement.
4. Subscription and Trial
4.1 Use of the Services requires an active Subscription. The Subscription is concluded for successive monthly periods and renews automatically on each Renewal Date until terminated in accordance with clause 22.
4.2 A new Customer may use the Services free of charge for a trial period of 30 days, with all features available and an allowance for Usage-Based Services as shown in the Services. No payment card is required for the trial. If the Customer provides a payment method, the paid Subscription commences at the end of the trial period.
4.3 If the Customer has not provided a payment method by the end of the trial period, the Customer may continue to use the Services for a grace period of 7 days. Thereafter, the Customer's account becomes read-only: the Customer may sign in, view and export Customer Data, but may not make changes. If no Subscription is commenced within 30 days thereafter, the account is closed and Customer Data is deleted in accordance with clause 22.5.
4.4 Bayloop may make Beta Services available. Beta Services are provided for evaluation purposes, may be modified or discontinued at any time, and are provided without any warranty or indemnity.
5. Use of the Services
5.1 Subject to the Customer's compliance with the Agreement, Bayloop grants the Customer, for the Subscription Term, a non-exclusive, non-transferable and non-sublicensable right to access and use the Services for its internal business purposes.
5.2 The Customer determines which Users may access the Services and with which permissions, and is responsible for all acts and omissions of its Users. Credentials are personal to each User and may not be shared. The Customer shall keep all Credentials confidential and notify Bayloop without undue delay at [email protected] of any actual or suspected unauthorised access.
5.3 The Customer's administrators manage the account. If no administrator can be reached, Bayloop grants access to another person only after verifying that person's authority to act on behalf of the Customer.
5.4 Bayloop provides support through the Services and by email at [email protected] on Working Days. With the Customer's consent, Bayloop staff may access the Customer's account to provide support. Each such access is visible to the Customer and recorded.
6. Availability and Modifications
6.1 Bayloop uses commercially reasonable efforts to make the Services available at all times, excluding planned maintenance and events beyond its reasonable control. Bayloop backs up Customer Data daily and endeavours to announce planned maintenance in advance.
6.2 Bayloop reserves the right to modify the Services or any part or element thereof from time to time. Bayloop endeavours to give reasonable notice of any modification that materially reduces the functionality of the Services. Bayloop shall not be liable to the Customer or to any third party for any modification, suspension or discontinuance of any element of the Services, without prejudice to the Customer's right to terminate under clause 22.
7. Fees and Payment
7.1 The subscription fee is €49 per month per Customer, exclusive of VAT, unless the Customer's plan in the Services states otherwise. The subscription fee covers all features of the Services and an unlimited number of Users and locations. All Fees are stated and payable in euros.
7.2 Subscription fees are payable in advance for each monthly period. Where the Customer has authorised automatic payment by payment card or direct debit, Bayloop charges the Fees on each Renewal Date.
7.3 If the Customer has not authorised automatic payment, Bayloop issues an electronic invoice for the Fees due before each Renewal Date. The Customer shall pay the invoice by the due date stated on it.
7.4 Fees are exclusive of VAT and other applicable taxes, which are charged in accordance with applicable law. Fees paid are non-refundable, save as expressly provided in the Agreement.
7.5 Bayloop may change the Fees by giving at least 30 days' notice in the Services and by email. The changed Fees apply from the first Renewal Date following the end of the notice period. A Customer that does not accept the change may terminate the Subscription with effect before that date.
7.6 Amounts not paid when due bear late payment interest and entitle Bayloop to compensation for recovery costs as provided by the laws of the Republic of Latvia for commercial transactions.
7.7 If any amount remains unpaid, Bayloop notifies the Customer's administrators in the Services and by email. If an amount remains unpaid 14 days after its due date, the Customer's account becomes read-only, and outgoing messages and the AI Functionality are stopped. If an amount remains unpaid 30 days after its due date, Bayloop may suspend the Customer's access to the Services. Full access is restored upon payment, and no Customer Data is lost as a result of read-only status or suspension.
8. Credit and Usage-Based Services
8.1 Usage-Based Services are paid from Credit. The prices of Usage-Based Services are displayed in the Services before the Customer adds Credit, and each charge is recorded in the Customer's account. The Customer may set usage limits and enable or disable automatic top-up.
8.2 Credit is an advance payment for Usage-Based Services, which are largely provided by third parties such as AI Service Providers and message carriers. Credit is not electronic money, a deposit or a payment account, bears no interest, does not expire while the Agreement is in force, and may not be exchanged for cash while the Agreement is in force.
8.3 The prices of Usage-Based Services reflect the prices charged by the relevant third-party providers. Any change in price is displayed in the Services before it applies to the Customer's use.
8.4 Upon termination of the Agreement, Bayloop refunds unused Credit purchased by the Customer upon request, provided that the remaining balance amounts to at least €100. A smaller balance, and any Credit or allowance granted by Bayloop free of charge, including during the trial period or as part of a plan, is not refunded.
9. Payment Service Providers
9.1 Bayloop uses Payment Service Providers to process payments of the Fees. Payment card details are submitted directly to and processed by the relevant Payment Service Provider, and Bayloop does not store complete payment card details. The Payment Service Providers used by Bayloop are listed among the Subprocessors.
9.2 The Services may enable the Customer to connect a Payment Service Provider of its choice in order to accept payments from its own customers, for example through payment links or the customer pages. This option is provided for the Customer's convenience, is optional and does not form part of the Services offered under the Agreement.
9.3 Where the Customer uses a Payment Service Provider to accept payments from its customers, the Customer enters into a separate agreement directly with that Payment Service Provider, which governs the processing of those payments. Bayloop is not a party to such payment transactions, does not receive or hold the funds concerned, and is not a payment service provider in respect of them.
9.4 Payment Service Providers are Third-Party Services within the meaning of clause 11. Bayloop is not responsible for their availability, performance, fees or decisions, including decisions to refuse, suspend or reverse a payment, and may modify or discontinue any integration with a Payment Service Provider.
10. AI Functionality
10.1 Certain features of the Services incorporate AI Functionality as a core component. Where AI Functionality is integrated into the Services in this way, the Customer's use of the relevant features constitutes use of AI Functionality, and this clause 10 applies accordingly.
10.2 When the Customer or its Users use AI Functionality, it may process Inputs and provide Outputs generated on the basis of those Inputs. Inputs and Outputs may include Customer Data, and Outputs form part of Customer Data.
10.3 The AI Functionality acts only within the permissions configured by the Customer in the Services and on behalf of the User for whom it acts. Certain actions, including granting discounts, handling complaints and making payments, always require confirmation by a User.
10.4 The Customer shall ensure that Inputs, the use of the AI Functionality and the use of any Output do not violate any laws or agreements applicable to the Customer. The Customer is solely responsible for the content and use of any Input or Output. Due to the nature of artificial intelligence and machine learning, an Output may be inaccurate, incomplete or unreliable, and the Customer should independently review any Output, including prices, dates, commitments and any communication sent in its name, before using or sharing it. Bayloop does not guarantee the accuracy of any Output.
10.5 Bayloop shares Inputs and Outputs, including Customer Data, with AI Service Providers to the extent necessary to provide the AI Functionality. The current AI Service Providers are listed among the Subprocessors. Bayloop does not permit AI Service Providers or other third parties to use Customer Data to train or improve their artificial intelligence models, and Bayloop does not use Customer Data for that purpose.
10.6 Where the AI Functionality communicates with the Customer's customers or other natural persons, for example in the website chat, the Services inform those persons that they are interacting with an AI system. The Customer shall not remove or obscure such information and shall not use the AI Functionality to mislead any person into believing that an Output was generated solely by a human. Due to the nature of the technology, Outputs may not be unique and may be the same as or similar to outputs generated for others.
10.7 The Customer shall take appropriate measures to ensure that its Users who operate the AI Functionality have a sufficient level of understanding of its functioning and limitations.
10.8 The Customer shall not use the AI Functionality in a manner that violates the Agreement, applicable law or the usage policies of any AI Service Provider. Bayloop is not liable for any acts, errors or omissions of AI Service Providers in connection with the provision of the AI Functionality.
10.9 Certain features that incorporate AI Functionality may be subject to supplemental terms made available in the Services.
10.10 With respect to the AI Functionality, the Customer acts as a deployer within the meaning of Regulation (EU) 2024/1689 (the AI Act) and is responsible for complying with the obligations applicable to deployers, including, where applicable, disclosing that image, video or other content published by the Customer has been artificially generated or manipulated. Where the Customer operates outside the European Union, or where Outputs are used outside the European Union, the Customer is also responsible for complying with any laws governing artificial intelligence in those jurisdictions. Bayloop does not represent that the AI Functionality or its Outputs comply with laws outside the European Union.
10.11 The Customer shall not use the AI Functionality for any practice prohibited under Article 5 of the AI Act, or for any purpose that would make it a high-risk AI system under that regulation, including making or supporting decisions on the recruitment, promotion, termination or remuneration of employees or other workers, allocating tasks on the basis of their individual behaviour or personal traits, monitoring or evaluating their performance or behaviour, or assessing the creditworthiness of natural persons.
11. Third-Party Services
11.1 The Customer may connect the Services to Third-Party Services, including WhatsApp, Instagram, Messenger, Telegram, email services, Payment Service Providers and the Customer's website. The use of each Third-Party Service is governed by the agreement between the Customer and its provider, including that provider's rules on messaging and content.
11.2 Bayloop does not control and is not responsible for Third-Party Services or for any change, suspension or discontinuance of them. Features of the Services that depend on a Third-Party Service may cease to function if that Third-Party Service ceases to support them.
11.3 Where the Customer connects services of Meta Platforms, including Facebook, Instagram, Messenger and WhatsApp, the Customer shall comply with the Meta Platform Terms and with the business messaging, WhatsApp Business and commerce policies of Meta applicable to it, including by obtaining the prior opt-in of recipients where required before initiating messages, by observing the messaging windows and message tags set by Meta, and by giving the persons concerned a way to reach a human representative. Bayloop may restrict or disable a connection to a Meta service where required by Meta or where necessary to ensure compliance with Meta's terms.
12. Customer Data
12.1 As between the parties, the Customer retains all rights in Customer Data. The Customer grants Bayloop a non-exclusive right, for the duration of the Agreement, to host, copy, process, transmit and display Customer Data solely to the extent necessary to provide the Services, including on the customer pages and website widgets that the Customer publishes. Bayloop may compile anonymised and aggregated statistics that do not identify the Customer, its customers or any other person, and use them to operate and improve the Services.
12.2 With respect to personal data contained in Customer Data, the Customer acts as controller and Bayloop as processor, in accordance with the Data Processing Agreement. Bayloop processes personal data relating to the Customer's account and billing as controller, in accordance with the Privacy Policy.
12.3 The Customer is solely responsible for the accuracy, quality and lawfulness of Customer Data and for having all rights and consents required for its use, including the consent of its customers before photographs of their vehicles are used in marketing and before marketing messages are sent to them.
12.4 The Customer shall not submit special categories of personal data within the meaning of Article 9 of Regulation (EU) 2016/679, such as health data, to the Services. Bayloop may remove Customer Data, or suspend the relevant part of the Services, where it reasonably believes that Customer Data is unlawful or infringes the Agreement, and informs the Customer accordingly.
12.5 The Customer may export Customer Data at any time by means of the export functions of the Services.
13. The Customer's Business and Regulatory Compliance
13.1 The Customer is solely responsible for the conduct of its business and for its compliance with all laws, regulations, professional rules and standards applicable to it in each jurisdiction in which it operates or offers its goods and services, including those governing: (a) invoicing, electronic invoicing, accounting, record keeping and taxation, including VAT; (b) the acceptance, processing and refund of payments; (c) its contracts with its customers, including consumer protection, distance and off-premises contracts, pre-contractual information, price indication, the legal guarantee of conformity and any commercial warranty; (d) marketing, unsolicited communications and the use of images; (e) the processing of personal data as controller; (f) employment and the management of its staff; and (g) any licence, permit or qualification required for its activities.
13.2 The Services provide tools, templates, default settings and texts, such as quote, invoice and message templates, VAT rates, payment terms, warranty texts and document layouts, for the Customer's convenience. Bayloop does not represent or warrant that they satisfy the legal requirements applicable to the Customer. The Customer shall review and, where necessary, adapt them before use, and is responsible for the configuration of the Services, including tax rates and the content of documents issued in its name.
13.3 Bayloop is not a party to any contract between the Customer and its customers, suppliers, partners, insurers or staff, and assumes no obligation or liability towards any of them in respect of the Customer's goods, services, prices, warranties, payments or communications. Any claim by such persons arising out of the Customer's business is the sole responsibility of the Customer and falls within clause 19.5.
14. Published Content and Notices
14.1 Content published through the customer pages, galleries, booking forms and chat of the Services is published by the Customer and is Customer Data.
14.2 Any person may notify Bayloop of content believed to be illegal at [email protected]. Bayloop examines each notice diligently, may restrict access to or remove the content concerned, and informs the Customer and the notifying person of its decision and the reasons for it, in accordance with Regulation (EU) 2022/2065.
15. Restrictions
15.1 The Customer shall not, and shall ensure that its Users do not: (a) use the Services to send unsolicited communications, infringe the rights of others, or violate any applicable law; (b) gain or attempt to gain unauthorised access to the Services or to data or accounts of others; (c) copy, modify, resell, sublicense or create derivative works of the Services, or decompile or reverse engineer them except to the extent permitted by mandatory law; (d) perform security or penetration testing of the Services without Bayloop's prior written consent; (e) interfere with or place an unreasonable load on the Services; (f) use the Services to develop a competing product or service; or (g) use the Services in breach of the restrictive measures (sanctions) of the European Union.
15.2 Bayloop may take the measures set out in clause 21 in the event of a breach of this clause 15.
16. Confidentiality
16.1 "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the Agreement that is designated as confidential or that a reasonable person would understand to be confidential, including Customer Data and the non-public terms of the Agreement.
16.2 The Receiving Party shall use the Confidential Information of the Disclosing Party solely for the purposes of the Agreement, protect it with at least reasonable care, and disclose it only to its and its Affiliates' employees, contractors and advisers who need to know it for the purposes of the Agreement and are bound by confidentiality obligations no less protective than this clause 16.
16.3 Confidential Information does not include information that: (a) is or becomes publicly available without breach of the Agreement; (b) was known to the Receiving Party before its disclosure without an obligation of confidentiality; (c) is lawfully received from a third party without an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Confidential Information.
16.4 The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
16.5 The obligations under this clause 16 apply for the term of the Agreement and for 3 years after its termination, and indefinitely with respect to trade secrets.
17. Intellectual Property Rights
17.1 All Intellectual Property Rights in the Services, including the software, its design, documentation and the Bayloop name and marks, are and remain the property of Bayloop or its licensors. All rights not expressly granted to the Customer under the Agreement are reserved.
17.2 If the Customer or its Users provide suggestions, ideas or other feedback concerning the Services, Bayloop may use them freely, without restriction and without any obligation to the Customer.
18. Disclaimer of Warranties
18.1 To the maximum extent permitted by applicable law, the Services, and any content and features made available through them, are provided "as is" and "as available", and Bayloop and its Affiliates disclaim all warranties, conditions and representations, whether express or implied, including those of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy and reliability.
18.2 No statement regarding capacity, suitability for use or performance that is not contained in the Agreement constitutes a warranty, condition or representation by Bayloop. Without limiting the foregoing, Bayloop does not warrant: (a) that the Services will be free from interruptions, delays, inaccuracies, downtime, errors or omissions; (b) that defects will be corrected; (c) the performance or results the Customer may obtain by using the Services; or (d) that the Services will meet the requirements of the Customer or any other party.
18.3 Professional services, including implementation, data import, training, consulting and support, are provided without warranty, and Bayloop does not guarantee any particular outcome of such services. By granting Bayloop or its representatives access to the Customer's account, whether directly or through a Third-Party Service, the Customer consents to such access, and Bayloop is not liable for any issues, errors or damage arising from such access or related actions, except where caused intentionally or by gross negligence.
18.4 The Services support the Customer in preparing quotes, invoices, tax and accounting records and communications, but do not constitute legal, tax or accounting advice, as further provided in clause 13.
19. Indemnification
19.1 Subject to clauses 19.2 to 19.4, Bayloop shall, at its own expense, defend or settle any claim, suit or proceeding brought by a third party against the Customer alleging that the Services, as provided by Bayloop, infringe any Intellectual Property Right protected under the laws of a Member State of the European Union or the European Economic Area, and shall pay any damages finally awarded against the Customer or any settlement amount agreed by Bayloop in respect of such claim. Bayloop has no obligation under this clause 19.1 with respect to Beta Services or the trial period. This clause 19 states the Customer's sole and exclusive remedy, and Bayloop's entire liability, in respect of any claim of infringement.
19.2 Bayloop has no obligation under clause 19.1 with respect to any claim arising out of or based upon: (a) Customer Data; (b) use of the Services other than as expressly permitted by the Agreement; (c) the combination of the Services with any software, hardware, material or process not provided by Bayloop; or (d) any other act of the Customer causing the Services to become infringing (together, the "Indemnity Exclusions").
19.3 If Bayloop reasonably believes that a claim of infringement may arise, Bayloop may, at its option, procure the right for the Customer to continue using the Services or modify the Services so that they become non-infringing while remaining functionally equivalent. If neither option is available on commercially reasonable terms, Bayloop may terminate the Agreement with immediate effect and refund the prepaid subscription fees for the remainder of the period already paid.
19.4 The Customer shall give Bayloop prompt written notice of any claim covered by clause 19.1, setting out the facts in reasonable detail, shall not make any admission of liability or any payment in respect of the claim without Bayloop's consent, shall allow Bayloop to assume sole control of its defence and settlement, and shall cooperate as reasonably requested by Bayloop.
19.5 The Customer shall, at its own expense, defend or settle any claim, suit or proceeding brought by a third party against Bayloop or its Affiliates, or their respective directors, officers, employees and agents, arising out of: (a) Customer Data; (b) the use or misuse of the Services by the Customer or its Users; (c) the Customer's breach of the Agreement or of applicable law; (d) the infringement of any rights of a third party by the Customer or its Users; or (e) any Indemnity Exclusion, and shall pay any damages, costs and reasonable legal fees incurred by Bayloop in connection with such claim. Bayloop may, at its own expense, assume the exclusive defence and control of any such claim, in which case the Customer shall cooperate with such defence.
20. Limitation of Liability
20.1 The total aggregate liability of Bayloop and its Affiliates arising out of or in connection with the Agreement is limited to the subscription fees actually paid by the Customer for the Services in the 6 months preceding the event giving rise to the first claim. Amounts paid as Credit are not included in this calculation, as they pay for services provided by third parties.
20.2 In no event shall Bayloop or its Affiliates be liable for any loss of profit, revenue, business, goodwill or anticipated savings, for any loss of data that could have been restored from an export or backup, or for any indirect, special, incidental or consequential loss, however arising.
20.3 The limitations and exclusions in clauses 20.1 and 20.2 apply: (a) to the fullest extent permitted by applicable law, notwithstanding any other provision of the Agreement; (b) to all claims in aggregate arising under or in connection with the Agreement; (c) regardless of the legal basis of the claim, whether in contract, tort (including negligence), indemnity or otherwise; and (d) regardless of whether Bayloop has been advised of the possibility of such loss.
20.4 Nothing in the Agreement excludes or limits liability for damage caused intentionally or by gross negligence, or any other liability that cannot be excluded or limited under the laws of the Republic of Latvia.
20.5 The disclaimer of warranties and the limitations of liability in the Agreement form an essential basis of the Agreement, and the Customer acknowledges that they represent a reasonable allocation of risk between the parties, reflected in the Fees.
21. Suspension
21.1 Bayloop may suspend the Customer's access to the Services in whole or in part with immediate effect where this is necessary to avert a threat to the security or integrity of the Services, to stop unlawful use or a material breach of clause 15, or where required by law or a competent authority.
21.2 In all other cases, Bayloop first notifies the Customer and grants a reasonable period in which to remedy the breach or deficiency concerned. Bayloop states the reasons for any suspension and restores access without undue delay once the reasons for the suspension no longer apply.
22. Term and Termination
22.1 The Customer may terminate the Subscription at any time in the Services. Termination takes effect at the end of the monthly period already paid.
22.2 Bayloop may terminate the Agreement for convenience by giving 30 days' written notice, in which case Bayloop refunds any Fees prepaid for the period after termination.
22.3 Either party may terminate the Agreement with immediate effect by written notice if the other party commits a material breach of the Agreement and fails to remedy it within 30 days of receiving written notice of the breach, or if the other party becomes insolvent, enters into liquidation or insolvency proceedings, or ceases to carry on business.
22.4 For 30 days after the termination of the Agreement, the Customer may continue to sign in and export Customer Data.
22.5 Bayloop deletes Customer Data within 180 days after the termination of the Agreement, and from its backups within a further 14 days, unless applicable law requires the retention of certain data, such as invoices. Upon the Customer's request, Bayloop deletes Customer Data earlier and confirms the deletion in writing.
22.6 The provisions of the Agreement which by their nature are intended to survive termination, including clauses 8.4, 13, 16, 18, 19, 20, 22.4 to 22.6 and 25, survive the termination of the Agreement.
23. Switching to Another Provider
23.1 In accordance with Regulation (EU) 2023/2854 (the Data Act), the Customer may switch to another provider of data processing services or to its own infrastructure, or have its exportable data erased. The Customer may initiate the switching process by giving notice in the Services or at [email protected], with a notice period not exceeding 2 months.
23.2 Following such notice, Bayloop provides reasonable assistance for a transition period of up to 30 days to export the Customer's exportable data, including records, files and configuration, in a structured, commonly used and machine-readable format such as CSV and JSON. Where the transition cannot be completed within 30 days for reasons of technical feasibility, Bayloop informs the Customer of those reasons and of an alternative transition period, which shall not exceed 7 months.
23.3 Bayloop charges no fees for switching or for the export of data. The Agreement terminates upon successful completion of the switching process, unless the Customer requests only the export of its data and the continuation of the Agreement.
24. Amendments to these Terms
24.1 Bayloop may amend these Terms. Bayloop notifies the Customer's administrators of any amendment in the Services and by email at least 30 days before it takes effect, stating the changes made, unless a shorter period is required by law. No separate acceptance by the Customer is required.
24.2 A Customer that does not accept an amendment may terminate the Subscription with effect before the amendment takes effect. All versions of these Terms remain available at bayloop.app/legal.
25. Governing Law and Jurisdiction
25.1 The Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Republic of Latvia.
25.2 The parties shall endeavour to resolve any dispute arising out of or in connection with the Agreement through negotiations conducted in good faith. If the dispute is not resolved within 30 days of a party's written request for negotiations, it shall be settled by the competent courts of the Republic of Latvia.
26. General Provisions
26.1 The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship, and the Agreement confers no rights on third parties.
26.2 The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intention.
26.3 No failure or delay by a party in exercising any right under the Agreement constitutes a waiver of that right. Any waiver must be made in writing.
26.4 Bayloop may assign or transfer the Agreement, in whole or in part, to an Affiliate or to a successor in connection with a merger, acquisition or transfer of all or substantially all of its business, and notifies the Customer accordingly. The Customer may assign the Agreement only with Bayloop's prior written consent, which shall not be unreasonably withheld.
26.5 Notices to the Customer are given in the Services or by email to its administrators. Notices to Bayloop are given by email to [email protected]. Notices of breach or termination must be marked "Legal notice".
26.6 Neither party is liable for any delay or failure to perform its obligations, other than payment obligations, to the extent caused by events beyond its reasonable control, including failures of power or communication networks, natural disasters, epidemics, war, acts of terrorism and acts of public authorities.
26.7 The Agreement is concluded in English. Translations are provided for convenience only. In the event of any inconsistency, the English version prevails.