Terms of Service

Lorai OÜ Terms of Service as of February 1, 2024

The website www.lorairaamatupidamine.ee is managed by Lorai OÜ, registry code 16729938, address Lehe street 8-1, Räni small borough, 61708 Kambja municipality, Tartu county, email address info@lorai.ee

1.1. The description and pricing of the services (Service(s)) offered by the company are specified on Lorai OÜ’s website https://lorairaamatupidamine.ee or in the Service Offer provided to the Client.

1.2. These Terms of Service (Terms of Service) apply to all Services and constitute a binding Agreement (Agreement) between Lorai OÜ and the user of Lorai OÜ’s Services (Client). The current Terms of Service are available on Lorai OÜ’s website.

1.3. By purchasing Lorai OÜ Services, you agree to these Terms of Service.

Ordering Services

3.1. Lorai OÜ Services can be ordered via a web inquiry or by email at info@lorai.ee.

3.2. Services can be ordered individually or combined into packages, based on the Service description on Lorai OÜ’s website or in the Service Offer made to the Client.

3.3. Before making a purchase, please review the Service description and pricing.

3.4. The Service ordering process depends on your chosen ordering method and can proceed as follows:

3.5. By ordering Services on behalf of a company, you confirm your right to represent the company, to undertake binding obligations for it, and to conclude this Agreement with Lorai OÜ on its behalf.

3.6. The Agreement is considered concluded upon payment for the Service and to the extent that corresponds to the description and price presented on Lorai OÜ’s website or in the Service Offer, as well as these Terms of Service.

3.7. By paying for the Service, the Client concludes the Agreement, and Lorai OÜ provides the Service to the Client.

3.8 Lorai OÜ confirms the conclusion of the Agreement by sending an Order Confirmation and invoice to the email address provided in the order.

3.9. If the Agreement is concluded for a company not yet registered, that company is considered a party to the Agreement, and the obligations arising from the Agreement are transferred to the company from the moment it is registered in the commercial register. The Client undertakes to notify Lorai OÜ by email of the company’s registration in the commercial register within seven (7) business days.

3.10. The provision of the Service begins upon payment for the Service and in accordance with these Terms of Service.

3.11. Pursuant to EU regulations and national anti-money laundering and counter-terrorist financing (AML) laws, we do not provide Services to the following persons:

• politically exposed persons (PEP), including their family members and persons known to be closely associated with politically exposed persons;
• persons listed on international sanctions lists;
• clients from EU and FATF-designated high-risk countries.

3.12. By ordering a Service from Lorai OÜ, you confirm that the ultimate beneficial owners and management board members of the company are not the persons mentioned in the previous point. The Client must immediately notify Lorai OÜ of any change in the status of the company’s ultimate beneficial owners or management board members.

Service Fees and Payment Terms

4.1. Lorai OÜ service fees are displayed on Lorai OÜ’s website or in the Service Offer made to the Client.

4.2. Services are provided on an advance payment basis, unless Lorai OÜ and the Client have agreed otherwise.

4.3. If VAT is payable for the Services, the Client must pay VAT at the applicable rate.

4.4. Service fees do not include third-party costs related to the Services (e.g., state fees, notary fees, translation fees, courier fees, etc.), unless Lorai OÜ and the Client have agreed otherwise.

4.5. Lorai OÜ reserves the right to unilaterally change Service fees. The Client will be notified of changes to Service fees via the Primary Email at least one (1) calendar month in advance. The Client may refuse to accept the new Service fees and terminate the Agreement by notifying of termination via email or by canceling the standing order within one (1) calendar month’s notice period. If the Client has not submitted a notice of termination of the Agreement or canceled the standing order in due time, they will be deemed to have accepted the new Service fees. The new Service fees will become effective from the new Service Period.

4.6. Payment methods vary depending on the Service and the Service Provider within Lorai OÜ.

4.7. For Services ordered via web inquiry and email, payment can be made by bank transfer.

4.8. For Services ordered through the Portal, payment can be made by credit card.

4.9. Certain Services can be purchased as periodic prepaid subscriptions (Standing Payment), based on the Service descriptions provided on Lorai OÜ’s websites and in the Portal.

4.10. The standing order is automatically renewed at the end of the standing order period.

4.11. When choosing a Standing Payment, the credit card holder must provide the following information: credit card number, expiration date, and CVC code. By providing Lorai OÜ with your credit card details, you authorize Lorai OÜ to deduct the Service fee from that credit card at the beginning of the new Service Period, on the payment due date.

4.12. If the Client wishes to change the Standing Payment, prior consent from Lorai OÜ is required, and an additional Service fee may apply.

4.13. When choosing a Standing Payment, the Client undertakes to maintain sufficient funds in the account to pay for the Services. Lorai OÜ may issue invoices for the ordered Services.

4.14. Invoices issued by Lorai OÜ must be paid by the Client within seven (7) calendar days from the invoice issue date.

4.15. In case of delay in paying the Service fee, Lorai OÜ has the right to demand from the Client a late payment interest of 0.2% (zero point two percent) on the unpaid amount for each delayed day, and compensation for debt collection costs or payment of reminder fees up to EUR 40 for each unpaid invoice.

4.16. When collecting money from the Client, Lorai OÜ will first settle late payment interest, then applicable additional fees, and finally the Service fee.

Client’s Rights and Obligations

5.1. The Client has the right to use the ordered Services in accordance with the Service description provided on Lorai OÜ’s website or in the Service Offer made by Lorai OÜ, and this Agreement.

5.2. The Client must pay the Service fee at the price published on Lorai OÜ’s website or separately agreed upon with Lorai OÜ, and under the conditions stipulated in this Agreement.

5.3. When using the Services, the Client undertakes to:

• conduct its business activities in accordance with applicable laws, regulations, and good morals and practices;
• cooperate with Lorai OÜ in all matters related to the Services;
• provide us with such information and documents as we may reasonably require for the provision of the Services, and ensure that such information is complete and accurate;
• refrain from causing interruption or damage to Lorai OÜ’s website, software, intellectual property, or Services;

5.4. The Client may not assign this Agreement or resell the Services to third parties, unless otherwise agreed with Lorai OÜ.

5.5. The Client is obliged to provide Lorai OÜ with a primary email address and to immediately notify of any change to the email address. The Client agrees that Lorai OÜ will send all notices related to this Agreement to the Primary Email address, and all notices will be deemed delivered to the Client within five (5) calendar days after dispatch.

Lorai OÜ’s Rights and Obligations

6.1. Lorai OÜ undertakes to provide Services in accordance with the Service description and applicable legal acts regulating the Services. In providing the Services, Lorai OÜ will be guided by the standards and good practices applicable to the Services.

6.2. Lorai OÜ reserves the right not to provide Services to Clients who do not meet our anti-money laundering risk assessment policy or, in our discretion, do not meet our client profile for other reasons.

6.3. Lorai OÜ reserves the right to use subcontractors for the provision of Services to the Client.

6.4. Lorai OÜ may temporarily suspend the provision of Services without prior notice and without liability to the Client if:

6.4.1. The Client has a debt to Lorai OÜ; or

6.4.2. The Client fails to provide Lorai OÜ with information or documents necessary for the performance of this Agreement; or

6.4.3. The provision of Services is suspended due to reasons beyond Lorai OÜ’s control.

6.5. Lorai OÜ reserves the right to unilaterally amend these Terms of Service. The current Terms of Service are published on Lorai OÜ’s website. The Client will be notified of changes by email at least one (1) calendar month in advance, unless the amended terms are more favorable to the Client. If the Client does not agree with the changes, they have the right to terminate the Agreement by notifying Lorai OÜ by email within the aforementioned one (1) calendar month notice period. If the Client has not submitted a notice of termination of the Agreement in due time, they will be deemed to have accepted the new Terms of Service.

Term and Termination of the Agreement

7.1. The Agreement is concluded for an indefinite period or, depending on the nature of the Service, is valid until the Service is provided.

7.2. Lorai OÜ and the Client may unilaterally terminate the Agreement by giving at least two (2) calendar months’ notice via email, unless otherwise stipulated in this Agreement.

7.3. The Client may cancel the standing payment-based service package at any time. Cancellation of a standing payment-based service package constitutes termination of the Agreement by the Client.

7.4. To cancel a standing payment-based service package, the Client must immediately send a corresponding email to Lorai OÜ at info@lorai.ee. Upon cancellation of the standing order, the provision of the respective Services by Lorai OÜ will cease on the day the Agreement is terminated by the Client.

7.5. Upon termination of the Agreement, amounts paid to Lorai OÜ will not be refunded or offset in favor of the Client.

7.6. Lorai OÜ reserves the right to terminate the Agreement at any time without making refunds and without liability to the Client, by sending a notice of termination to the Client’s Primary Email address, in the following cases:

• Lorai OÜ has been unable, due to circumstances dependent on the Client, to provide the Services in accordance with the Service description within 3 (three) months from the conclusion of the Agreement;
• The Client has provided incomplete or incorrect information or has failed to provide information or documents requested by Lorai OÜ for the performance of this Agreement;
• the status of the ultimate beneficial owner and/or management board member does not comply with Lorai OÜ’s anti-money laundering risk assessment policy;
• As a result of the Client’s activities, Lorai OÜ would be unable to comply with legal norms related to the provision of Services;
• Lorai OÜ has provided instructions to the Client for the provision of Services, but the Client does not act in accordance with these instructions;
• The Client fails to pay invoices within 30 (thirty) calendar days from the due date;
• The Client assigns the Service to someone else or transfers benefits obtained therefrom to a third party;
• Lorai OÜ has reason to believe that the Client’s activities may harm or have harmed the reputation and/or goodwill of 1Office.

7.7. If the Client has unpaid invoices for Lorai OÜ Services, Lorai OÜ reserves the right to cancel all Services and terminate the Agreement concluded with the Client for the provision of Services.

7.8. If the Client is a consumer, the 14-day right of withdrawal from the Agreement for Services does not apply, as the Services offered by Lorai OÜ have individual characteristics and depend on the Client’s needs and wishes.

Processing of Personal Data

8.1. Lorai OÜ processes personal data collected from the Client in accordance with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (GDPR).

8.2. Lorai OÜ may process Personal Data collected from the Client as a Data Controller and a Data Processor.

8.3. The purpose of processing Personal Data is the provision of Services, improvement of Services, provision of Client support, and keeping Clients informed about Lorai OÜ’s Services and news.

8.4. Details on how Lorai OÜ processes Personal Data are provided in our privacy notice. Before purchasing Services, please review our privacy notice.

8.5. Details of Personal Data processing as a Data Processor are set out in our Data Processing Agreement (DPA), which is an annex to this Agreement. Before purchasing Services, please review our Data Processing Agreement.

8.6. Please submit all questions related to personal data processing to info@lorai.ee.

Confidentiality

9.1. During the performance of this Agreement, Lorai OÜ will keep the Client’s production and business secrets confidential. The obligation of confidentiality arises from law.

9.2. Lorai OÜ is not obliged to observe the confidentiality obligation if the Client has given permission to disclose the information. Lorai OÜ may disclose confidential information related to the Client without the Client’s consent to third parties involved in the provision of the Service under the Agreement, and if such obligation arises from law (including to notaries, translators, state authorities).

9.3. Lorai OÜ and the Client undertake not to disclose to third parties information received from the other party under this Agreement or whose nature should be treated as confidential (Confidential Information). Confidential Information may only be used for the performance of obligations under this Agreement.

9.4. Information is not considered Confidential Information if it:

• is or becomes generally available to the public or is made known in a public information space – other than due to a breach of this Agreement;
• was lawfully obtained from a third party and without breaching any confidentiality obligation at the time of obtaining the information; or
• must be disclosed under applicable law or by court order.

9.5. Lorai OÜ may disclose confidential information to third parties without the Client’s permission if it is necessary for the provision of the Service ordered by the Client, provided that the third party with access to such information is bound by a confidentiality obligation stipulated in the Agreement or by law.

9.6. Disclosure of Confidential Information to an unauthorized third party must be immediately reported by email.

Limitation of Liability

10.1. Lorai OÜ is only responsible for the performance of obligations arising from this Agreement. Lorai OÜ is not responsible for the performance of the Client’s obligations arising from laws and other acts applicable to the Client’s activities.

10.2. Lorai OÜ is not liable to the Client for damages, harm, fees, or costs arising from the temporary suspension of Services in accordance with this Agreement.

10.3. Lorai OÜ is not liable to the Client for damages, harm, or costs arising from the provision of Services based on incomplete or non-compliant information provided by the Client.

10.4. Lorai OÜ is not liable to the Client if the non-performance of obligations arising from this Agreement is caused by circumstances dependent on the Client.

10.5. Lorai OÜ is not liable to the Client for damages, harm, fees, or costs arising from the termination of the Agreement in accordance with clauses 7.3. or 7.6. of the Agreement.

10.6. Lorai OÜ is liable for damages caused to the Client by intentional breach or gross negligence of this Agreement.

10.7. Lorai OÜ is not liable for indirect damages (incl. loss of profit) caused to the Client by a breach of the Agreement. Lorai OÜ will not compensate for damages resulting from gross negligence if liability insurance does not cover such damages for Lorai OÜ.

10.8. The deadline for submitting claims against Lorai OÜ under this Agreement is six calendar months from the occurrence of the action or event causing damage to the Client.

10.9. Lorai OÜ’s total liability arising from the Agreement is limited to the Service fee paid by the Client under the Agreement, unless otherwise stipulated in special conditions.

10.10. If Lorai OÜ incurs damages, expenses, or costs (e.g., legal fees) due to the Client’s actions, or liability to third parties in connection with the Client’s breach of the Agreement, the Client is obliged to compensate Lorai OÜ for all related costs and damages incurred.

10.11. If the Client has outstanding obligations to Lorai OÜ by the due date, Lorai OÜ may exercise its right of retention over the Client’s property in its possession. If the Client wishes to reclaim property belonging to the Client and located on Lorai OÜ’s premises, Lorai OÜ may retain the items to the extent necessary to ensure the fulfillment of the company’s claims. Lorai OÜ will exercise the right of retention until the Client fulfills the claim or provides other security.

10.12. Lorai OÜ is not liable if force majeure and other failures and disruptions not caused by Lorai OÜ and whose course cannot be influenced by it, prevent the Client from using the User Account or its Services.

10.13. Lorai OÜ is not liable for delays, disruptions, or failures occurring during the use of the User Account that are caused by maintenance and development work or by disruptions in third-party systems affecting the use of the User Account.

10.14. Lorai OÜ is not liable for unauthorized use of the User Account.

Dispute Resolution

11.1. All questions arising from these Terms of Service that are not regulated by the provisions of these Terms of Service will be resolved in accordance with the laws of the respective country of Lorai OÜ and the company providing Services to the Client.

11.2. Please submit complaints arising from this Agreement to info@lorai.ee. Lorai OÜ will respond to the complaint by email within 15 days of its receipt.

11.3. Disputes will be resolved through negotiations. If an agreement is not reached, the dispute will be resolved in the court of Lorai OÜ’s location.

SPECIAL TERMS AND CONDITIONS FOR VIRTUAL OFFICE SERVICE

12.1. The Virtual Office service includes the provision of a legal address, contact person, and director’s address service in accordance with the description of Services provided in the offer on Lorai OÜ’s website. The use of the Virtual Office service for purposes not included in the Service description is not permitted.

12.2. The Client has the right to use the Service and register a legal address, contact person, or director’s address in the commercial register after paying the Service fee and completing the “Know Your Client” process.

12.3. If the Client registers a legal address, contact person, or director’s address before completing the “Know Your Client” process, 1Office will not accept letters and documents forwarded to the Client. In such a situation, Lorai OÜ is not liable for any loss or damages incurred by the Client due to mail not being sent.

12.4. The Virtual Office service is a periodic prepaid standing service, and the Service Period begins from the moment of payment for the Service.

12.5. Lorai OÜ accepts letters and documents on behalf of the Client and uploads digital files to the User Account. To save them, the Client must download the letters and documents. Lorai OÜ is not obliged to keep copies of letters and documents uploaded to the User Account for the Client.

12.6. The Virtual Office service includes physical storage of the Client’s letters and documents for 90 days. Unclaimed letters will be destroyed. Lorai OÜ is not liable to the Client for any damages, harm, fees, or costs arising from the destruction of letters in accordance with this Agreement.

12.7. All claims related to mail delivery and the preservation of postal secrecy by the Client must be submitted to the national postal service provider or the associated courier service provider.

12.8. The Client undertakes to inform Lorai OÜ by email, within seven (7) business days from the conclusion of the Agreement, of the names and contact details of individuals authorized by the Client to receive mail, and to promptly notify of any changes to such individuals.

12.9. Lorai OÜ reserves the right to change the address provided to the Client during the virtual office service. In the event of such an address change, the Client will be notified via the Primary Email up to two (2) months in advance.

12.10. Upon termination of the Agreement, the Client loses the right to use the legal address, contact person service, and director’s address provided by Lorai OÜ in any manner or form from the date of termination of the Agreement.

12.11. The Client undertakes to change the legal address and/or contact person registered in the Commercial Register and to notify its business partners of the address change on the last day of the Agreement’s validity. If the Client has not changed its legal address and/or contact person in the Commercial Register within one (1) month after the termination of the Agreement, Lorai OÜ will submit an application to the Commercial Register for the deletion of the legal address, contact person, or director’s address from the Commercial Register and may demand a contractual penalty from the Client in an amount equal to one (1) year’s Service Fee. Payment of the contractual penalty does not release the Client from the obligation to change the legal address, contact person, or director’s address in the Commercial Register.

12.12. Lorai OÜ’s total liability in connection with the virtual office service is limited to an amount equal to the Service Fee payable by the Client for one (1) service period.

SPECIAL TERMS AND CONDITIONS FOR ACCOUNTING SERVICES

13.1. The accounting services offered by Lorai OÜ are listed on Lorai OÜ’s website or in the Service Offer made by Lorai OÜ to the Client.

13.2. The accounting service period is one calendar month (Service Period), unless otherwise agreed between the Client and Lorai OÜ.

13.3. Lorai OÜ provides accounting services in accordance with applicable national laws, regulations, generally accepted accounting principles, and qualifications established for the organization of company accounting and financial reporting.

13.4. The Service Fees for Lorai OÜ’s accounting service are specified on Lorai OÜ’s website or in the Service Offer made by Lorai OÜ to the Client. The billing period for the Service Fee is one calendar month, unless otherwise agreed.

13.5. Lorai OÜ will suspend the Services without prior notice and without liability to the Client if the Client has outstanding debts for the Accounting Service.

13.6. The Client is obliged to:

• submit digital copies of the accounting source documents for the previous calendar month to the accountant by the 5th (fifth) day of each calendar month at the latest. If the Client fails to submit the documents by the deadline, it shall not be considered a breach of the Agreement if Lorai OÜ submits tax declarations and national reports with a delay or fails to submit them by the statutory deadline;
• ensure that the submitted documents and information are truthful, compliant, and complete;
• submit accounting source documents in the language required in the Service Description. If the Client submits accounting source documents in another language, the Client shall reimburse Lorai OÜ for the related translation costs;
• ensure that the accounting source documents submitted to Lorai OÜ are related to the Client’s economic activity. If the content of the economic activity in the source document is difficult to understand or ambiguous, and/or the connection of the performed transaction to the Client’s economic activity is not clear, the Client undertakes to provide additional information and documents;
• retain all accounting source documents related to the company in the manner prescribed by law;
• timely inform Lorai OÜ of all transactions that create tax liabilities;
• authorize the accountant to submit tax declarations and national reports to all state authorities electronically.

13.7. All transactions are recorded in the accounting entries based on the submitted documents. Lorai OÜ has no obligation to verify the accuracy of the documents submitted by the Client.

13.8. Lorai OÜ has the right to refuse to approve or perform accounting operations based on accounting source documents for which Lorai OÜ has reason to believe that a violation of tax law may be involved, which would, in turn, create liability for Lorai OÜ.

13.9. Lorai OÜ is not responsible for the incomplete or non-compliant provision of Services if the Services are provided based on incomplete or non-compliant documents and information submitted by the Client.

13.10. Upon termination of the Agreement, Lorai OÜ will send the accounting reports to the Client by email (in electronic form). Lorai OÜ will not retain accounting reports or copies of documents after the termination of the Agreement. The obligation to retain accounting documents for the period prescribed by law rests with the management board of the Client’s company.

13.11. In the event that the Client notifies Lorai OÜ of the termination of the Agreement in accordance with clause 7.2. and refuses the accounting service before the termination date, the Client undertakes to pay a contractual penalty equal to the average Service Fee of the last six months.

13.12. Lorai OÜ’s total liability is limited to an amount equal to the average Service Fee paid by the Client for the last three months.

DATA PROCESSING AGREEMENT

ADDENDUM

TO LORAI OÜ’S TERMS OF SERVICE

March 2024

This personal data processing agreement (“Data Processing Agreement” or “DPA”) governs the processing of personal data by Lorai OÜ (“Processor”) on behalf of the Client (“Controller”) in the provision of Services under the Agreement. The Processor in relation to the Client is the Lorai OÜ company that provides Services to the Client under the Agreement.

This Data Processing Agreement is an integral part of the Agreement between Lorai OÜ and the Client.

Legislation

1.1 The Data Processing Agreement sets out the obligations of the Processor and the Controller in accordance with applicable European Union and national data protection and privacy legislation (“Applicable Law”), including the General Data Protection Regulation (EU) 2016/679 (GDPR).

Purpose of Personal Data Processing

2.1. The purpose of data processing under the Agreement is the provision of Services by the Processor in accordance with the procedure stipulated in the Agreement.

2.2. The Processor shall only carry out processing operations that are necessary and essential for the fulfillment of contractual obligations.

2.3. In connection with the Processor’s provision of Services to the Controller, the Processor will process the following types of personal data (“Personal Data”) on behalf of the Controller:

• name, postal address and email address, phone number
• personal identification code / national insurance number / date of birth
• bank account details
• pension-related details
• identity document
• vacation-related documentation
• employment contract
• data of minors (minor children)

2.4. The Processor processes Personal Data on behalf of the Client concerning the following categories of data subjects:

• Employees of the Controller
• Individual clients and suppliers of the Controller
• Employees of the Controller’s clients and suppliers

Instructions

3.1 The Processor may process Personal Data only in accordance with the Controller’s written instructions (“Instructions”), unless required by law to act without such instructions.

3.2. The Instructions at the time of concluding this Data Processing Agreement stipulate that the Processor may process Personal Data only for the purpose of providing Services in accordance with the Agreement. By mutual agreement of the parties and this Data Processing Agreement, the Controller may issue additional written instructions that comply with the terms of this Data Processing Agreement.

3.3. The Controller’s instructions for processing Personal Data must comply with Applicable Law. The Controller is solely responsible for the accuracy, quality, and lawfulness of Personal Data and the methods of their acquisition.

3.4. The Processor shall inform the Controller of any Instructions that it considers to be a violation of Applicable Law and shall not execute the Instructions until they are confirmed or amended.

Engagement of Sub-processors

4.1. The Processor is granted general authorization to engage third parties (“Sub-processors”) in the processing of Personal Data without obtaining additional specific written consent from the Controller, provided that the processing is transferred to any category of Sub-processors specified in this Data Processing Agreement. The categories of Sub-processors may be changed by Lorai OÜ from time to time, and the Controller will be informed of such changes.

4.2. The Processor uses the following categories of Sub-processors in providing the Services under the Agreement:

• Lorai OÜ company
• accounting software providers
• payroll software providers
• national employment and tax registers
• IT service providers
• Subcontractors engaged to provide Services under the Agreement.

4.3. If the Controller wishes to object to the addition of a new category of Sub-processor, the Controller shall notify the Processor in writing within ten (10) business days from receiving the notification. If the Controller has not submitted objections by the deadline, it shall be deemed to have agreed to the addition of the new category of Sub-processor.

4.4. In the event that the Controller objects to the addition of a Sub-processor and the parties fail to reach an agreement, the Controller may terminate the Agreement by giving written notice to the Processor within 1 month from receiving the notification referred to in clause 4.3. from the Processor.

Obligations of the Processor

5.1. The Processor is obliged to ensure that its employees and Sub-processors treat all Personal Data as strictly confidential.

5.2. Personal Data shall be processed based on the Controller’s lawful Instructions.

5.3. The Processor must implement appropriate technical and organizational measures as stipulated in Applicable Law, including in accordance with Article 32 of the GDPR.

5.4. The Processor shall assist the Controller, as far as possible, by implementing appropriate technical and organizational measures in fulfilling the Controller’s obligations arising from Applicable Law.

5.5. The Processor shall notify the Controller if a breach occurs that may lead to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data processed on behalf of the Controller (hereinafter referred to as a “Personal Data Breach”). The notification must be provided without undue delay, and where feasible, within 72 hours of becoming aware of the personal data breach.

5.6. The Processor shall make available to the Controller information reasonably necessary to demonstrate compliance with the obligations set out in this Data Processing Agreement and to allow for an audit conducted by a qualified independent auditor. The parties shall agree on the timing of the audit, which may take place no more than once a year, and the Processor must be given a reasonable time to prepare the necessary information. The costs associated with the audit shall be borne by the Controller. All information obtained during the audit shall be kept confidential by the Controller.

Obligations of the Controller

6.1. The Controller must ensure that Personal Data is obtained from data subjects and that the Controller has a legal basis for processing Personal Data.

6.2. It is the Controller’s obligation to ensure the rights of data subjects, including informing data subjects about processing under this Data Processing Agreement.

Data Subject Rights

7.1. If the Controller receives a request from a data subject to exercise Data Subject Rights in the manner prescribed by Applicable Law and if the Processor’s assistance is required to respond to such a request, the Processor shall assist the Controller by providing the necessary information and documentation. The Processor shall be given a reasonable time, in accordance with Applicable Law, to assist the Controller in fulfilling such requests.

7.2. If the Processor receives a request from a data subject to exercise Data Subject Rights in the manner prescribed by Applicable Law and such a request relates to the Controller’s Personal Data, the Processor must immediately forward the request to the Controller for a response and must not respond to the data subject’s request itself.

Liability

8.1. Lorai OÜ’s liability is subject to the provisions set out in clause 10 “Limitation of Liability” of the Terms of Service.

Validity

9.1. This Data Processing Agreement enters into force upon the Client’s acceptance of the Terms of Service and remains valid until the termination of the Agreement.

9.2. After the termination of the Agreement, the Processor shall delete all Personal Data in its possession, unless, in accordance with applicable laws, the Processor is obliged to retain some or all of the Personal Data (in which case the Processor shall archive the data and implement reasonable measures to prevent further processing of Personal Data). For such Personal Data, the Data Processing Agreement shall remain in force.