3.9.1. Suspension of Service Delivery. The delivery of Services may be temporarily suspended under the following circumstances:

a) Technical Adjustments. Suspension may occur when addressing technical challenges or implementing minor technical modifications.
b) Legal and Regulatory Updates. Services may be suspended to accommodate updates necessary to align with changes in pertinent laws and regulatory requirements.
c) Service Adjustments upon Request. Suspension may be implemented when modifications to the Services are requested by the Client or communicated by the Service Provider in accordance with these Terms and Conditions.
d) Non-Payment by Client. In instances where the Client fails to adhere to payment terms outlined in these Terms and Conditions and/or Order, the Service delivery may be temporarily halted.
e) Force Majeure Events. Service suspension may result from events beyond the control of the Service Provider, rendering the fulfilment of Services impracticable.

3.9.2. Extended Service Suspension and Price Adjustment. If the Service Provider finds it necessary to suspend the provision of Services for a duration exceeding 30 days, adjustments to the pricing will be made. This ensures that the Client is not charged for Services during the suspension period. In the event of such prolonged suspension, the Client has the option to contact the Service Provider to terminate the Agreement, and Terms and Conditions. If termination occurs or is initiated by the Service Provider for a period surpassing 30 days, any advance payments made by the Client for Services beyond the termination date will be refunded. In cases where the Service Provider has already provided some Services, the refund will be proportional to the remaining balance of the Services.

 

4. THE PARTIES’ COOPERATION

4.1. Good Faith Collaboration. The Parties must in good faith contribute to the performance of the Agreement in a flexible and cooperative manner necessary for the timely delivery of the Services.

4.2. Client’s Material Provision. The Client is accountable for providing the Service Provider with the necessary material crucial for the fulfilment of the Order as per the Agreement. The Service Provider will promptly notify the Client if the complete material is not received. If the Client fails to provide the required material, the Service Provider retains the right to request an extension for delivery, along with compensation to cover any incurred expenses.

4.3. Material Absence Impacting Order Execution. If the absence of the required material significantly hampers the successful execution of the order, the Service Provider reserves the right to immediately terminate the Agreement. In such a scenario, the Service Provider is entitled to receive compensation from the Client, covering the work carried out until the termination date, along with the costs associated with terminating the Agreement.

4.4. Client Participation. The Client is obligated to participate as agreed in the Agreement and contribute as reasonably expected or requested by the Service Provider. This includes active involvement in decision-making processes and allocation of necessary resources.

4.5. Efficient Communication. The written communication between the Parties may occur without any formal requirements, including digital communication or via a platform or emails or other communication tool provided by the Service Provider.

 

5. DELIVERY

5.1. Timely Performance. The Service Provider will diligently apply commercially reasonable efforts to execute the Services in accordance with any agreed-upon delivery time or time schedule as specified in the Agreement. The time schedule provided in the Agreement is for planning and estimation purposes only and is not intended as a “time of the essence” provision.

5.2. Delivery Method. Unless otherwise stated in an agreement, the Service Provider will provide the completed works as per the Order, utilizing email or any alternative delivery method communicated to you periodically. The Service Provider retains the discretion to determine the most fitting delivery method.

6. CLIENT VALIDATION.
6.1. Timely Client Validation. As outlined in the Agreement or the Order, the Client is required to conduct timely Client Validation of the Work Result or its components, adhering to the specifications provided in the Order. If not specifically outlined, Client Validation must be completed within 5 business days.
6.2. Failure to Validate. If the Client fails to perform the agreed Client Validation in a timely manner or neglects to conduct the validation altogether, the Client Validation and approval of the Services, as envisaged by the Client Validation, along with the delivery of the Service and/or work result, shall be deemed to have occurred. Consequently, such work result or its components will serve as the basis for the Service Provider’s ongoing Service, as if appropriate Client Validation had taken place.
6.3. Invoicing Upon Validation. Upon completion of Client Validation or deemed validation as described above, the Service Provider is entitled to invoice the Client for the Professional Services.

7. CHANGES TO THE AGREEMENT
7.1. Written Changes. Any alterations to the Agreement, including modifications to the Services, must be documented in writing (e.g., digitally or via email) and are contingent upon mutual agreement by the Parties.
7.2. Compensation for Preparing Changes. Reasonable time and materials expended by the Service Provider, at the request of the Client, in the preparation of changes are billable to the Client on a time and material basis.
7.3. Nature of Services. The Services provided by the Service Provider to the Client, whether online or off-premises are tailored and customized. Unlike conventional service contracts, these Services do not fall under the legal right of cancellation as per applicable consumer protection laws (in case the Client is a consumer). Therefore, it is important to note that entering into this Agreement with the Service Provider may result in the forfeiture of the legal right to cancel the supply of the Services.
7.4. Addressing Order Discrepancies and Refunds. Notwithstanding Section 4.2, if the Client believes that an Order is incorrect, it is imperative to contact the Service Provider no later than 5 business days from the date of Order submission and payment for Services. This allows for prompt resolution and clarification of any discrepancies. Refunds, if deemed necessary, will be at the discretion of the Service Provider.

8. SERVICE FEES, PRICES, AND PAYMENT

8.1. Price. The price for the Services, as indicated in the Order or Agreement, must be paid upon submitting the Order. Any administration fee added to the Order forms part of the final price.

8.2. Currency and Taxes. The price of the Services will be in the Client’s local currency and includes taxes at the applicable rate, as mentioned in the Agreement. Each Party is responsible for complying with applicable laws and regulations regarding taxes.

8.3. Payment Methods. The Service Provider accepts payment by credit card, debit card, or wire transfer. Interest on overdue payments accrues in accordance with applicable law.

8.4. Ownership Rights. Rights, including proprietary and non-proprietary, and interest in the work results pursuant to the Services remain with the Service Provider until the Client pays the full price.

8.5. Pricing Accuracy. Despite the Service Provider’s best efforts, if some Services are incorrectly priced, the Service Provider will check and charge the correct amount.

8.6. Cancellation Charges. If the Client cancels Services after the Service Provider has accepted the Order, the Client agrees to pay 100% of the total Order cost. The cancellation fee for Services will be indicated in the Order.

8.7. Order Details. By accepting an Order, the Client agrees to bear any described cancellation costs. The Client has the right to reschedule or suspend Services, and charges may apply. The suspension charge applies per business day.

8.8. Rescheduling and Suspension. Rescheduling or suspension is allowed for a maximum of 5 consecutive business days starting on the next business day after the original delivery date. The Service Provider reserves the right to suspend the supply of Services and demand immediate payment if any payment becomes overdue or if the Service Provider believes, at the Service Provider’s sole discretion, that the Client may be unable or unwilling to pay for the Services.

8.9. Payment Deadline. The price for the Services must be paid in full and in cleared funds no later than ten 10 business days from the date of the invoice or the date on which the work results are delivered, whichever is earlier. This clause does not apply to Clients who paid for Services via payment card on the Service Provider’s website during the Service purchase process.

9. WARRANTIES AND REPRESENTATIONS
9.1. Client’s Warranties and Representations. By utilizing the Services, the Client acknowledges and warrants the following:

9.1.1 If the Client is a corporation, it is duly incorporated, validly existing, and in good standing. It possesses the necessary corporate power and authority for contractual obligations without violating any judgments, orders, decrees, or existing contracts.
9.1.2. If the Client is a natural person, they confirm being 18 years old or of legal age in their place of residence or jurisdiction.
9.1.3. Client affirms having all required rights, title, and interest in the Materials, ensuring non-infringement of third-party rights, compliance with laws, and absence of offensive or unacceptable content.
9.1.4. Acknowledgement that variations may exist in word count between the original Materials and the Work Results pursuant to the Services. Offers are based on the word count of the translated language.
9.2. Service Provider’s Warranties and Representations. The Service Provider represents and warrants as follows:
9.2.1. The Service Provider is not responsible for verifying the authenticity of materials, and any changes made by the Client are at their own risk.
9.2.2. Services will be in the primary language of the specified country or community unless agreed otherwise in writing.
9.2.3. Services are warranted for 30 calendar days, focusing on correction, modification, or verification of Work Results pursuant to the Services. No price reductions apply.
9.2.4. Best efforts will be made to align Services with the original materials, considering typographical errors and language variations. No adaptation, rewriting, or alteration unless agreed upon.
9.2.5. The Service Provider disclaims liability for inaccurate or illegible materials and any errors or omissions in the work results, especially for rare languages or dialects.
9.2.6. Additional work may be subject to additional payment, and the Client has the right to reject it. If consent is not given, the Service Provider will refund funds, deducting incurred costs.
9.2.7. The Service Provider reserves the right to change, suspend, or discontinue Services, or remove content violating these Terms and Conditions and/or the Agreement or harming the website or Services at its discretion.
9.3. Limitations and Conditions.
9.3.1. The Service Provider is not liable for breaches if not notified within the warranty period or if the work results are altered without prior written consent.
9.3.2. All implied warranties, conditions, and other conditions implied by applicable law are excluded to the maximum extent permitted by law.

 

10. BREACH AND REMEDIES
10.1.  General
10.1.1. Unless otherwise set out in these Terms and Conditions and/or Agreement, Estonian law shall apply with regard to breach of the Terms and Conditions and/or the Agreement.
10.1.2. Client must promptly examine the Services upon delivery, and any notice of breach, defects, or delays must be communicated without undue delay.
10.1.3. The Client’s remedies for breach, including defects and delays, expire if notice is not received by the Service Provider without undue delay after the breach was discovered or should have been discovered.
10.1.4. Service Provider’s liability for breach, including defects and delays, expires 12 months after the delivery of the relevant Services.
10.1.5. Notice of breach does not exempt the Client from the obligation to pay invoiced amounts when due.
10.1.6. Non-compliance with warranted service levels is considered a defect, not a delay.
10.2. Delay
10.2.1. Service is delayed if the time of delivery occurs later than the agreed delivery date for that Service.
10.2.2. Each Party must give written notice of any actual or anticipated delay and loyally attempt to limit the adverse effects of the delay.
10.2.3. If a Party is prevented from performing its obligations due to circumstances attributable to the other Party, that Party may postpone any affected deadline by the duration of the delay.
10.2.4. If a delay is caused mainly by circumstances attributable to Client, affected payments are invoiced in accordance with the Agreement, regardless of whether the Services have been delayed.
10.1.5. The Service Provider may withhold or suspend any Service if payment covering the Service is delayed.
10.3. Corrective measures
10.3.1. When a Party is notified of its breach, or itself becomes aware of its breach, the Party is entitled and obligated to remedy the breach without undue delay. Specific service levels may be agreed in the Agreement.
10.3.2. Remedy includes taking all necessary corrective measures to remedy a defect or delay and ensuring the restoration of the Services or payment of any outstanding amounts.
10.3.3. Defects may at the sole discretion of the Service Provider be remedied by remediation or replacement.
10.3.4. If the breach cannot be remedied without undue delay, the Parties must in good faith discuss a remedial plan for the breach and any reasonable workaround.
10.4. Compensation
10.5. To the extent a Party fails to remedy a breach, the non-breaching party may claim damages in accordance with these Terms and Conditions and the Agreement.
10.6. If Client reports a non-existing or non-reproducible defect, the Service Provider may claim payment for the time and materials spent in relation hereto.
10.7. For matters for which the Service Provider is liable to pay service credits, liquidated damages etc., other compensation may only be claimed for losses suffered exceeding such service credits, liquidated damages etc.

11. Limitation of Liability

11.1. General Limitations. Under no circumstances shall either party or the Company’s affiliates be held liable for indirect, incidental, special, or consequential damages, including lost profits or business loss, regardless of the theory of liability (contract, tort, or otherwise), even if advised of the possibility of such damages. The total liability of the Company or its affiliates will not exceed the amount paid by the Client to the Company for the order, whether in full or partially. Losses of the Service Provider under these Terms and conditions and the Agreement, increased resource spend, or payment for surplus resources are deemed direct losses

11.2. Aggregate Liability. The Service Provider’s aggregate liability for all matters arising from an Order in any 12-month period is limited to 100% of the payments received by the Service Provider under the Order for the same period.

11.3. Data Subject Claims. The Parties are each responsible for claims from data subjects. The Client’s claims against the Service Provider may not exceed the specified amount, and the Client must indemnify the Service Provider for claims from data subjects exceeding that limitation.

11.4. Exceptions to Limitations. The limitations of liability do not apply to:
a. Payment of due invoices;
b. Losses exempted or not limited by applicable law;
c. Product liability for death or bodily harm;
d. Third-party claims for intellectual property rights infringement;
e. Breach of confidentiality undertakings;
f. Gross negligence, wilful misconduct, or fraud.

11.5. Client Responsibilities. Should the Client decline to accept the Services within the stipulated period or if the Service Provider is unable to provide Services on time due to the Client’s failure to provide necessary instructions, documents, licenses, or permits, the Services will be deemed delivered, and the Client will bear all associated costs and expenses.

The Service Provider is not liable for loss or damages due to the Client’s lack of training, improper use of Services, or interference by the Client or any third party beyond the provided documentation.

11.6. Conclusive Evidence. The recorded delivery of Services by the Service Provider serves as conclusive evidence that the Client has received the supplied Services.

 

12. INFRINGEMENT OF THIRD-PARTY RIGHTS
12.1. Duty to Defend and Indemnify. Irrespective of general limitations of liability, the defending Party is obligated to defend, indemnify, and hold harmless the other Party against any claims asserted by a third party, finally awarded, that the Service infringes upon the third party’s intellectual property rights.
12.2. Conditions for Indemnification. Indemnification is contingent upon the affected Party:
a) promptly notifying the defending Party of the claim, providing the defending Party with the choice to assume the defence;
b) furnishing the defending Party with any reasonably requested information and cooperation, granting sole authority for defence and settlement; 
c) and refraining from making any statements that might adversely impact the chances of settlement or defence.
12.3. Remedial Actions by the Defending Party. At its sole discretion, the defending Party may secure a valid license for the infringed intellectual property rights or cease the infringement by altering or substituting the Services with a solution having substantially the same functionality as the one infringing the third party’s intellectual property rights.
12.4. Exceptions to Obligations. The defending Party’s obligations do not apply if the claim or adverse final judgment arises from:
a) the affected Party’s failure to comply with the Agreement;
b) the integration of the Services with a third-party product, data, or business process by the affected Party, including third-party add-ons or software;
c) utilization of the Services for purposes other than intended and/or contrary to any usage instructions.
12.5. Exclusive Remedy. The clauses concerning the infringement of third-party rights constitute the affected Party’s only and exclusive remedy regarding the violation of third-party intellectual property rights.

13. TERMINATION
13.1. Termination for convenience.
13.1.1. Termination by the Client. The Client has the right to terminate these Terms and Conditions and the Agreement by providing written notice at any time before the commencement of work on the ordered services.
13.1.2. Termination by the Service Provider. The Service Provider may terminate these Terms and Conditions and the Agreement and provided services by providing 14 calendar days written notice to the Client. In such cases, all advance payments for Services not rendered will be refunded.
13.2. Termination for cause.
13.2.1. Each Party may terminate the Terms and Conditions and the Agreement immediately for cause:

a) if the other Party commits a material breach of the Terms and Conditions and/or the Agreement, and the material breach has not been remedied 30 days of receipt of a written notice from the non-breaching Party to do so;
b) if the other Party is responsible for a material breach of the Agreement which is not capable of remedy; or
c) in the event of bankruptcy of the other Party, subject to the right of the bankruptcy estate to enter the Agreement to the extent permitted under the Estonian Bankruptcy Act or similar applicable law.
13.2.2. Client’s failure to pay any outstanding amount (except for outstanding amounts disputed in good faith) is deemed a material breach. Client’s failure to provide necessary information within a reasonable timeframe for service provision (documentation, files, etc.) is also deemed a material breach.

13.3. Client’s Additional Right to Terminate. The Client may terminate these Terms and Conditions and the Agreement immediately under the following circumstances, entitling them to a full refund for any outstanding or improperly delivered Services:

a) Cancellation of the order is communicated before the initiation of work on the ordered services.
b) Suspension or anticipated suspension of service for more than one month as per these Terms.
c) Non-agreement to upcoming service changes or amended terms.
d) Refusal to proceed due to errors in the price or description of ordered services.
13.4. Termination Consequences. In the event of termination by the Service Provider under the mentioned circumstances, a refund for advanced payments will be issued, with a possible deduction for net costs incurred due to the Client’s breach. This includes reasonable compensation for the professional’s time spent on partial Service provision.

14. FORCE MAJEURE
14.1. Non-Breach during Force Majeure. During a force majeure event, no Party shall be deemed in breach of any obligation to the extent and duration prevented from fulfilling the obligation.
14.2. Force Majeure Events Defined. Force majeure events encompass acts of God, war, special military operations, mobilization, breakdown of telecommunication or Client’s infrastructure not provided by the Service Provider, external security events (e.g., hacker attacks, computer virus attacks, or other destructive behaviour by third parties), and similar conditions (provided the event is not a result of the Service Provider’s breach, including non-compliance with agreed security requirements under the Agreement). Additionally, health and safety restrictions, recommendations from public authorities, pandemics, epidemics, natural disasters, strikes, lockouts, fires, damages to production plants, import and export regulations, and other unforeseeable circumstances beyond the control of the concerned Party are considered force majeure events.

15. DATA AND SECURITY
15.1. Unless otherwise Unless otherwise specified in the Agreement, Client is responsible for ensuring proper backup of Client’s data.
15.2. Client is responsible for the accuracy and integrity of any data processed by the Service Provider when utilising the Services; and Client’s transfer, migration and/or conversion of Client’s data to or from the Services.

16. CLIENT’S PERSONAL DATA
16.1. The collection, processing, storage, and disclosure of Client’s personal data is regulated in the Privacy Policy, that is an integral part of these Terms. The Client shall read the Privacy Policy before using the Service Provider’s website and the Services offered by the Service Provider.
16.2. Before providing personal data to the Service Provider, the Client confirms that it has obtained the necessary legal basis for the Service Provider’s lawful processing of personal data on behalf of the Client.
16.3. The Service Provider may anonymise and use for its own purposes any data received, generated, or processed as part of the Services. The Service Provider holds any and all rights to the anonymised data, including intellectual property rights.

17. CONFIDENTIALITY
17.1. Complete Confidentiality Obligation. Both Parties are obligated to maintain absolute confidentiality concerning any information, documentation, etc., related to the other Party obtained in connection with the Agreement and the Services. This obligation persists irrespective of the termination of the Agreement for any reason.
17.2. Permissible Disclosure. Either Party may disclose confidential information to its representatives, such as legal advisors and consultants, when such disclosure is necessary for these individuals to carry out their roles or professional functions related to the Agreement or the Services. Moreover, a Party may disclose confidential information to the extent required by mandatory law, regulation, or an enforceable order of a court or public authority acting within the scope of its powers.
17.3. Exceptions to Confidentiality. Confidentiality obligations do not apply to:
a) Information known to or becoming known to the receiving Party without an obligation of confidentiality;
b) Information independently developed by the receiving Party;
c) Information is known to the general public.
17.4. Privacy Laws Clarification. Personal information governed by privacy laws, including but not limited to GDPR and Estonian privacy laws, is not inherently considered confidential information.

18. INTELLECTUAL PROPERTY
18.1. A Client Material Ownership. The Service Provider acknowledges that the Client is the rightful owner of the Client Material.
18.2. Client’s Intellectual Property Rights. The Client warrants and represents that it possesses all intellectual property rights related to the Client Material.
18.3. License to Client Material. Throughout the Terms and Conditions and/or Agreement duration and as long as the Service Provider performs the Services, the Service Provider is granted a non-exclusive and non-transferable license to use the Client Material for the sole purpose of providing the Services.
18.4. Service Provider’s Intellectual Property Rights. The Service Provider retains ownership of all intellectual property rights associated with the Solutions, products, and Services, except as specified in these Terms and Conditions regarding the transfer of rights to the Work Results.
18.5. Transfer of Intellectual Property Rights. Upon effective payment for the Services, the Service Provider transfers to the Client the intellectual property rights pertaining to the Work Results of the Services. This transfer excludes any rights related to tools, methods, know-how, or software, including the Solutions, products, or Services employed by the Service Provider in that context.
18.6. Client’s Grant of Rights. The Client grants the Service Provider a perpetual, non-exclusive, and non-transferable right to use the Work Results and the know-how generated by the Service Provider during the provision of Services to enhance and develop its services.
18.7. Specific License Terms. In cases where specific license terms and conditions are applicable to particular Services, those terms and conditions shall take precedence over the aforementioned clauses, governing the license granted to the Client.

19. FORCE MAJEURE
19.1. Service Provider reserves the right to suspend or defer the date of delivery, supply, or to cancel the Agreement the Client has ordered (without liability to the Client) if the Service Provider is prevented from or delayed in carrying on its business or performing the Agreement due to circumstances beyond its (including its agents’ or suppliers’) reasonable control including, without limitation, acts of God, governmental actions, war (whether declared or not) or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either the Service Provider’s or Client’s workforce), telecommunication or network disruption, or denial of service, provided that, if the circumstances in question continue for a continuous period in excess of 30 working days, either party shall be entitled to terminate these Terms and Conditions and Agreement on notice.

 

20. ASSIGNMENT
20.1. Notwithstanding anything to the contrary, the Service Provider may at its sole discretion, assign, novate or transfer the Terms and Conditions and Agreement, in whole or in part, to (a) an affiliate of the Service Provider or (b) to any third party if done so as part of a divestment of one or more of its entities, business units etc.

21. GLOBAL TRADE COMPLIANCE
21.1. Services are provided for the Client’s internal use and not for commercialisation. If Client exports, imports, or otherwise transfers any Service, Client will be responsible for complying with applicable laws and regulations and for obtaining any required export or import authorizations.
21.2. Both Parties must comply with applicable laws and regulations relating to anti-bribery, anticorruption and sanctions. The Service Provider may suspend its performance under the Agreement to the extent required by applicable law.

 

22. CHANGES TO THE TERMS

22.2. The Service Provider reserves the right to change these Terms and Conditions from time to time. Clients will be informed on any changes to the Terms and Conditions by email or notice on the Service Provider’s website. Changes to the Terms and Conditions are effective when they are posted on the Service Provider’s website.

23. GOVERNING LAW AND DISPUTES
23.1. The Agreement is governed by and construed in accordance with Estonian law, except for (a) any rules leading to the application of other legislation than Estonian and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).
23.2. Any dispute and claim arising from or in relation to these Terms and Conditions and/or the Agreement, including any disputes regarding its existence, validity or termination, shall be finally settled exclusively by the competent courts of the Republic of Estonia, and both parties consent to the jurisdiction of such courts with respect to any such action.
23.3. In any action or proceeding to enforce or interpret this Contract, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

24. CONTACT DETAILS

24.1. Any questions and/or notices in connection to the Terms and Conditions and/or the Agreement, shall be sent to [email protected], or to the address: Harju maakond, Tallinn, Kesklinna linnaosa, Jõe tn 5, 10151.