1.1. These general terms and conditions for the provision of services (hereinafter the Terms) regulate the legal relationship between the “Client” and Parallel Ideas OÜ, hereinafter the Service Provider (individually a Party, collectively the Parties) when ordering services from the Service Provider. These Terms are an integral part of the agreement concluded based on the Client’s request (hereinafter the Agreement).

1.2. The Client’s request forms the basis for concluding the Agreement if the Parties have reached an agreement on the terms of the Agreement during negotiations and the Service Provider has provided written confirmation. The Agreement is considered concluded when the Client has paid an advance payment based on the invoice issued by the Service Provider.

1.3. The rights and obligations arising from these Terms apply to all services ordered from the Service Provider.

2. Intellectual Property

2.1. Intellectual property rights arising from the fulfillment of the order belong to the Service Provider. The transfer of any data related to the Service Provider’s intellectual property to third parties, including data related to the fulfillment of the order, is prohibited. Amendments to these Terms are possible only by written agreement of the Parties.

2.2. Information, works, ideas, or sketches received by the Client from the Service Provider within the framework of the Agreement, which were intended as options but rejected, unrelated, or unpaid by the Client, fall under the intellectual property of the Service Provider and may not be used or transferred to third parties by the Client without the Service Provider’s written permission. The Client does not acquire copyright or related rights with respect to this information, works, ideas, or sketches, and in the event of their use or transfer to third parties, the Client is liable under the applicable copyright and related rights law.

3. Payment and Invoice Handling Between the Parties

3.1. The Service Provider has the right to receive payment for the services rendered. The Client is obliged to pay for the services rendered.

3.2. Value-added tax (VAT) applicable at the time of service provision will be added to the price of the services.

3.3. The calculation of the service price and the payment procedure are determined individually based on the concluded Agreement.

3.4. The invoice will be sent to the Client electronically to the email address specified in the Agreement.

3.5. If the Client has not received the invoice, they must immediately notify the Service Provider. Failure to deliver an invoice does not release the Client from the obligation to pay. The Parties shall adhere to the payment schedule of the Agreement.

3.6. Payment is considered made when the full amount specified on the invoice has been received in the Service Provider’s account.

3.7. If payment is not received by the deadline specified in the invoice and Agreement, the Service Provider has the right to demand a late payment interest of 0.2% of the outstanding amount for each day of delay.

3.8. All additional services not mentioned in the Agreement shall be compensated based on a written agreement between the Parties.

3.9. Received payments will first be applied to cover late payment interest and then to settle the principal debt. The received amount will first be directed to fulfill the initially incurred obligation.

3.10. If the Client delays payment and the Parties have not agreed to extend the payment deadline, the Service Provider has the right to suspend the performance of the Agreement until full payment is received and outstanding debts are settled.

3.11. The Service Provider has the right to withdraw from the Agreement if the payment deadline is exceeded by more than 20 days.

3.12. The Service Provider’s withdrawal from the Agreement does not release the Client from paying for the services rendered or from any accrued debts.

3.13. If the Client fails to fulfill their debt obligations, the Service Provider has the right to turn to court and third parties to claim the debt. All costs associated with claims made against the Client must be paid by the latter.

4. Exchange of Information

4.1. The Parties acknowledge that all ongoing work-related matters pertaining to the Agreement, including the sending of letters, inquiries, results, clarifications, reports, and other notices via email, are duly coordinated.

4.2. For the exchange of documents and notices via email and messaging applications, the addresses agreed upon by the Parties under the Agreement must be used.

4.3. The Parties are obliged to inform each other of changes to their data within three (3) working days from the date of the change. Otherwise, notices sent to the address specified in the Agreement shall be deemed duly delivered.

5. Rights and Obligations of the Parties

5.1. Rights of the Service Provider:

• To receive timely payment for services rendered and to the extent stipulated in the Agreement;
• To receive instructions from the Client if the Agreement cannot be fulfilled in their absence;
• To refuse to perform work whose terms are not stipulated in the Agreement or a separate written agreement;
• To refuse to perform the Agreement if the Client has not provided the information necessary for the fulfillment of the Agreement’s terms by the deadline stipulated in the Agreement;
• To demand payment of late payment interest and penalties as stipulated in the Agreement.

5.2. Obligations of the Service Provider:

To provide the service within its competence and under the terms of the concluded Agreement;

To adhere to deadlines, except in cases where the delay is caused by the Client;

To immediately inform the Client of any problems arising during the performance of the Agreement that may affect the fulfillment of the Agreement’s terms (deadline, scope, etc.);

To maintain confidentiality and not disclose the terms of the Agreement, unless otherwise provided by law or the Agreement.

5.3. Rights of the Client:

To demand the Service Provider’s performance of the Agreement and any additional agreements concluded;

To provide advice and, if necessary, instructions for the fulfillment of the Agreement’s terms;

To inquire about the progress of the Agreement’s performance;

To demand the Service Provider rectify deficiencies in case of a breach of the Agreement’s terms.

5.4. Obligations of the Client:

To immediately provide all necessary information and materials for the fulfillment of the Agreement’s terms after its conclusion, including: all textual and graphic materials required for the website content that do not require further processing; texts in MS Word format; tables in MS Excel format; photos in JPEG format. The necessary materials will be further specified by the Service Provider via electronic correspondence;

To accept work stages by the deadline stipulated in the Agreement and to report deficiencies no later than 3 working days after the delivery act has been sent by the Service Provider;

In the absence of deficiencies, to send the signed act to the Service Provider no later than 3 working days after the act’s delivery;

To pay for the services rendered by the deadline specified on the invoice;

To provide instructions to the Service Provider if they are necessary for the fulfillment of the Agreement’s terms;

To comply with the confidentiality stipulated in the Agreement and the Terms;

To place the Service Provider’s name as the website creator at the bottom of the website pages.

6. Procedure for Handover and Acceptance of Services Rendered

6.1. After the completion of interim stages, the Service Provider shall notify the Client of the completion of works by sending the acts of work (hereinafter the Act) to the Client’s email address.

6.2. Within three (3) working days from the receipt of the Act, the Client shall test the materials developed by the Service Provider and confirm the respective interim stages by approving the Acts, sending them to the Service Provider via email, or by submitting reasoned written objections.

6.3. Objections to the developed materials must include references to the appendices of this Agreement, the technical task, design questionnaires, and other documents submitted by the Client.

6.4. Within three (3) working days from the receipt of the list of reasoned objections, the Service Provider shall review them and inform the Client of the terms and deadlines for corrective work or refuse to satisfy the objections. The deadline for corrective work is determined by the Service Provider based on the complexity of the work and is 3–7 working days.

6.5. If the Client fails to submit the approval of the Acts or a written list of objections within the deadline stipulated in clause 6.2 of these Terms, the interim stages submitted by the Service Provider shall be deemed approved and agreed upon by the Client for further website creation work.

6.6. The stages of completed work are authorized to be confirmed and approved by the Client’s representative designated under the Agreement, whose signature is considered confirmation of the completion of the interim stage. After the confirmation of each interim stage, the signed Act will be sent to the Service Provider via email.

6.7. If the Client’s representative changes, the Client is obliged to notify the Service Provider of the change by submitting a simple written authorization for the new person within three (3) working days from the date of the change. If the notification obligation is not fulfilled and/or an authorization for the new authorized person is not submitted, the Client cannot rely on the change of the responsible person as a reason for refusing to confirm the stages of services rendered by the Service Provider, claiming that the Act was confirmed by an unauthorized person.

6.8. The confirmation of all interim stages that constitute a main stage is considered the confirmation of the main stage.

6.9. After the completion of all main stages, the Service Provider will send the Client an act of service provision via email. If the Client does not sign the act of service provision within seven (7) working days from the receipt of the act and there is no reasoned refusal to sign the act, the services shall be automatically deemed duly rendered, which is equivalent to the Client’s signing of the act.

7. Liability of the Parties

7.1. A Party is liable to the other Party for direct damages incurred due to non-fulfillment of obligations under the Agreement and these Terms. Lost profits will not be compensated.

7.2. The Service Provider is not liable if the results of the Agreement’s performance depend on a third party.

7.3. The Service Provider is not liable if obligations cannot be fulfilled due to the Client’s action or inaction.

7.4. The Client is fully responsible for the material submitted to the Service Provider, including its compliance with applicable laws. If the material submitted by the Client violates applicable legislation or the rights of third parties, the Client bears full responsibility for this material. The Service Provider is not liable to third parties for the content of the material and information provided by the Client, nor for any proprietary, moral, or other damages resulting from their use.

7.5. Each Party is responsible for breaches of its obligations under these Terms, including the actions of third parties it has engaged to fulfill the terms of the Agreement.

8. Force Majeure

8.1. The Parties are released from liability for non-fulfillment or improper fulfillment of their obligations if this is due to force majeure circumstances, i.e., extraordinary and unavoidable circumstances that arose independently of the Parties’ will and unforeseeably, and which they could not prevent. Such circumstances include: fires, floods, earthquakes, and other natural disasters, technological catastrophes, epidemics, military actions, as well as unforeseen and unavoidable extraordinary events, provided they are not caused by the Party’s wrongful acts and have directly affected the performance of the Agreement. The Party affected by force majeure is obliged to immediately notify the other Party thereof and, if necessary, provide evidence of the existence of such circumstances.

8.2. Failure to notify or delayed notification (later than 10 (ten) working days from the occurrence of the force majeure event) removes the Party’s right to subsequently rely on the said circumstances as a release from liability for non-fulfillment or improper fulfillment of contractual obligations.

8.3. If the force majeure circumstances last longer than 3 (three) months, the Parties must agree on further actions or may terminate the Agreement. During the period of force majeure lasting over 3 months, either Party may unilaterally terminate this Agreement, without judicial proceedings, by notifying the other Party in writing. The Agreement is considered terminated on the date of receipt of the termination notice.

9. Deadline for Submitting Claims

9.1. After the acceptance of the works, the Client has the right to submit a reasoned claim regarding the quality of the services rendered within two (2) months.

9.2. If no claim is received by the Service Provider within two months, the service is deemed to have been rendered properly.

9.3. If the submitted claims are justified, the Service Provider is obliged to rectify the deviations at its own expense within a reasonable time.

10. Maintenance Period (Warranty Period)

10.1. The maintenance period offered by the Service Provider lasts for one (1) year and begins from the moment the final service acceptance act is signed or all interim stages of work are confirmed.

10.2. The maintenance period does not include services for updating, developing, changing the design, structure, or programs of the website, nor other activities not stipulated in the technical task of the Agreement.

10.3. The maintenance period does not cover the adaptation of the created website to new hardware and software systems, standards, and Internet protocols introduced after the commencement of website creation.

10.4. The Service Provider has the right to refuse maintenance if the Client modifies the website’s program code or changes the website’s terms of use.

10.5. The maintenance period does not cover the rectification of faults caused by the improper functioning of any other software not developed by the Service Provider under the Agreement, nor due to misconduct by website users and administrators.

10.6. If the Client requests fault rectification during the maintenance period later than two (2) months after the acceptance of the works, the Service Provider has the right to demand an advance payment for determining the website fault. The amount of the advance payment is determined by the Service Provider. If the fault is caused by the Client or related third parties, the advance payment will not be refunded, and the Service Provider has the right to demand additional payment for rectifying the fault. If the fault is caused by the Service Provider’s actions, the advance payment will be refunded to the Client, and the fault will be rectified at the Service Provider’s expense.

10.7. If an agreement for website maintenance is concluded with the Service Provider immediately after its installation, all claims will be resolved within the framework of the concluded agreement without additional advance payment.

11. Dispute Resolution Procedure

11.1. In the event of disputes arising from the fulfillment of the Agreement’s terms, either Party has the right to involve a third expert opinion in the resolution of the dispute. The opinion of this person is not binding, but either Party has the right to consider the third party’s opinion at its discretion.

11.2. In the event of disputes arising concerning the Agreement or its performance, the Parties shall take all measures to resolve them through negotiations.

11.3. Resolution of disputes through negotiations is mandatory. A response to a claim must be received within five (5) working days from the receipt of the claim.

11.4. If disputes cannot be resolved through negotiations, they shall be resolved in Harju County Court in the city of Tallinn in accordance with the applicable legislation of the Republic of Estonia. The legislation of the Republic of Estonia shall apply to the resolution of disputes.

12. Confidentiality

12.1. Information obtained during the performance of the Agreement that is not publicly available is confidential and may not be disclosed to third parties, unless expressly provided by law and/or with the prior written consent of the other Party.

12.2. The terms of the Agreement, its appendices, and additional agreements are confidential and may not be disclosed throughout the validity period of the Agreement and for three (3) years after its termination.

12.3. The Parties are obliged not to disclose information about the other Party’s economic activities to third parties and to maintain confidentiality regarding any information and documents received or to be received within the framework of this Agreement.

12.4. The Parties may not transfer confidential information to third parties, including information received orally, and undertake to treat this information with the same care and caution as their own similar information.

12.5. In the event of a breach of the obligations in this chapter, the Party is liable for compensating the other Party for all damages incurred, in accordance with the applicable legislation of the Republic of Estonia.

13. Processing of Personal Data

13.1. The Service Provider processes personal data submitted by the Client within the scope of the services rendered for the performance of the Agreement in accordance with the confidentiality policy and applicable personal data protection legislation, if necessary for the performance of the Agreement and/or based on consent, in accordance with Article 6(1) of the GDPR.

13.2. The Service Provider implements technical and organizational measures in accordance with Article 32 of the GDPR to ensure the secure processing of personal data.

13.3. All employees and engaged specialists of the Service Provider have signed confidentiality agreements and are obliged to maintain confidentiality (including personal data) and process it in accordance with data protection laws.

13.4. The Service Provider retains personal data in accordance with the principle of storage limitation stipulated in the GDPR. As an authorized data processor, the company must delete all received or collected personal data immediately after the termination of service provision, but no later than within three (3) years, except for exceptions provided by law.

13.5. The Service Provider shall immediately notify the Client of all security incidents or breaches related to personal data, including data leaks.

14. Amendment of Terms

14.1. These Terms may be unilaterally amended by the Service Provider and will be published on the website www.parallel-ideas.ee.

14.2. The Service Provider shall notify the Client of amendments to the Terms if an Agreement has been concluded with the Party.

14.3. If the Client does not agree to the amendment of the Terms, they have the right to withdraw from the Agreement and compensate the Service Provider for the actual costs incurred for the performance of the Agreement.

Effective from: 2025-08-11.