Terms and conditions

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1. INTRODUCTION

1.1 Definitions

Unless otherwise provided in a Service Agreement, the following definitions apply:

a) “Terms” means these General Terms and Conditions;

b) “Client” or “you” means the individual or legal entity receiving Services from SolyCode OÜ;

c) “SolyCode OÜ” or “we” means SolyCode OÜ, a private limited company (OÜ) incorporated under the laws of Estonia, company number 17420769, registered at Lepatriinu tn 8, Mustamäe linnaosa, Tallinn, Harju maakond, 12917, Estonia;

d) “Services” means AI integration, software development, consulting, automation, digital marketing, and related technology services provided by SolyCode OÜ;

e) “Service Agreement” means any written or oral agreement defining scope, deliverables, timelines and fees;

f) “Negotiations” means any communication regarding potential Services;

g) “Website” means solycode.com;

h) “Business Day” means any day other than Saturday, Sunday, or official public holidays in Estonia;

i) “Data Protection Legislation” means Regulation (EU) 2016/679 (GDPR) and applicable Estonian data protection laws;

j) “Intellectual Property Rights” means all copyrights, patents, trademarks, software rights, database rights and related rights worldwide;

k) “Confidential Information” means any non-public business, financial, technical or commercial information disclosed between the Parties;

l) “Subcontractor” means an independent contractor engaged by SolyCode OÜ to provide part of the Services.

1.2 Scope of Application

These Terms govern all Services provided by SolyCode OÜ.

1.3 Legal Effect

These Terms enter into force upon Client acceptance and apply to all related negotiations and contractual relations.

1.4 Relationship with Service Agreement

If there is any inconsistency between these Terms and a Service Agreement, the Service Agreement shall prevail.

2. OUR SERVICES

2.1 Professional Standard

SolyCode OÜ shall perform Services:

  • In accordance with applicable Estonian and EU laws
  • With reasonable skill and professional care
  • In line with industry standards

We do not guarantee that Services will be error-free.

2.2 Method of Performance

We determine the manner and methodology of providing Services at our professional discretion.

2.3 Subcontractors

We may engage qualified subcontractors, subject to confidentiality obligations.

2.4 Independent Contractor

SolyCode OÜ acts as an independent contractor and not as an employee or agent of the Client.

2.5 Timelines

Delivery timelines are estimates unless explicitly agreed otherwise.

2.6 Limitation of Reliance

The Client acknowledges that strategic or technical advice is provided based on available information and professional judgment.

3. CLIENT OBLIGATIONS

The Client shall:

  • Provide accurate and complete information
  • Cooperate in a timely manner
  • Ensure lawful use of delivered Services
  • Not disclose confidential methodologies
  • Not use SolyCode OÜ name in public materials without written consent

SolyCode OÜ is not liable for inaccuracies in information supplied by the Client.

4. FEES AND PAYMENT

4.1 Fees

Fees shall be as specified in the Service Agreement or invoice.

4.2 Payment Terms

Unless otherwise agreed:

  • Payment due within 10 calendar days of invoice
  • Payment via bank transfer to the account specified

4.3 Delays

Additional costs resulting from Client delays shall be borne by the Client.

5. CONFIDENTIALITY AND DATA PROTECTION

Both parties shall:

  • Keep Confidential Information strictly confidential
  • Use information solely for agreed purposes

All data processing shall comply with GDPR and Estonian law.

6. INTELLECTUAL PROPERTY

6.1 Pre-existing IP

Each party retains ownership of pre-existing IP.

6.2 Developed IP

Unless otherwise agreed:

  • SolyCode OÜ retains ownership of developed IP
  • Client receives a non-exclusive license for internal business use

7. FORCE MAJEURE

SolyCode OÜ shall not be liable for failure due to events beyond reasonable control, including:

  • Natural disasters
  • Government actions
  • War
  • Cyberattacks
  • Pandemics

If force majeure continues for more than 60 days, either party may terminate the agreement.

8. TERMINATION

8.1 Termination by Notice

Either party may terminate in accordance with Service Agreement terms.

8.2 Immediate Termination

Immediate termination may occur in cases of:

  • Material breach
  • Legal non-compliance
  • Fraud or unlawful activity

9. LEGAL COMPLIANCE

SolyCode OÜ shall perform Services in accordance with applicable laws and regulatory requirements.

10. GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of Estonia.

All disputes shall be subject to the exclusive jurisdiction of the courts of Estonia.

11. FINAL PROVISIONS

11.1 Survival

Confidentiality and IP clauses survive termination.

11.2 Severability

If any provision is invalid, the remainder remains in force.

11.3 Entire Agreement

These Terms and any Service Agreement constitute the full agreement between the parties.

Effective date: 2026.03.01