General Terms and Conditions

Personal note

At the core of every project we undertake is a commitment to excellence, collaboration, and mutual success. Each Client should walk away with a product that exceeds expectations, one that delivers undeniable value - so much so that the investment feels secondary to the outcome. The process should be as rewarding as the outcome for everybody involved. We want to work in a way that is enjoyable, transparent, and based on trust.

The terms that follow serve as safeguards - that provide clarity and protection. Our aim is to create partnerships that never have to rely on them.

Preface

Examined.systems OÜ (“Service Provider”) is dedicated to delivering high-quality consulting, development, and related services in a transparent and collaborative manner. These General Terms and Conditions (“GTC”) set forth the standard terms under which the Service Provider operates when entering into agreements with business clients. These General Terms and Conditions (“GTC”) apply only to business entities and entrepreneurs; no services are provided to private individuals or consumers. All Agreements, including these GTC and any appendices or Work Orders, shall be governed exclusively by Estonian law, and any disputes shall be brought before the competent courts of Estonia.

§ 1 Scope of application

1.1 These GTC apply to all contractual relationships in which Examined.systems OÜ (hereinafter, the “Service Provider”) renders services to a business client (hereinafter, the “Client”).

1.2 In the event of any conflict between these GTC and individual contractual provisions (e.g., Master Services Agreement (“MSA”), or a Work Order), the individual contractual provisions shall prevail over these GTC.

§ 2 Subject matter of the contract

2.1 Scope of services: The Service Provider may offer consulting, advisory, training, coaching, project management, software development, automation solutions, and related work (the “Services”). Specific details of each engagement shall be set out in writing prior to commencement.

2.2 Independent roles: The Service Provider operates as an independent contractor. Each party shall be responsible for its own compliance with social security contributions, tax obligations, and other legal requirements. No liability for such obligations shall pass to the other party.

2.3 Non-exclusivity: Unless otherwise agreed in writing, the Service Provider remains free to perform services for other clients.

§ 3 Formation of the contract

3.1 Offer and acceptance: A contract is formed when the Client accepts an offer from the Service Provider (e.g., by signing, issuing a purchase order, or otherwise confirming in writing), or when the Service Provider commences performance following the Client’s request. Unless specified otherwise, offers are valid for two (2) weeks. The client agrees to be named as a Client of the Service Provider once the order has been placed.

3.2 Definition in writing: The exact scope, deliverables, timeline, and pricing shall be included or referenced in a Work Order, Statement of Work, or similar written form agreed by both parties.

3.3 Changes to offers and estimates: All cost estimates and offers are non-binding. If it becomes apparent during performance that actual costs will exceed the estimated costs by more than 20%, the Service Provider shall promptly notify the Client. The Client shall decide whether to continue or terminate the order. Services performed up to the termination date shall be compensated. The Client shall receive all work results produced up to that point.

§ 4 Contract duration and termination

4.1 Term: The term of any overarching Master Services Agreement (MSA) or any Work Order shall be stated in the relevant document.

4.2 Termination of MSA: An MSA may be terminated by either party upon 30 days’ written notice, effective at the end of a calendar month, unless otherwise stipulated in the MSA.

4.3 Termination of work orders: Individual Work Orders under an MSA may be terminated separately if so stated in the respective Work Order or as agreed by the parties in writing.

4.4 Termination for cause: Either party may terminate the MSA or Work Order(s) for cause, effective immediately. Good cause includes, but is not limited to, the other party’s failure to remedy a material breach (e.g., non-payment of a due invoice) after being given written notice and a reasonable cure period, or insolvency/bankruptcy of the other party.

4.5 Termination of an order: If the Client opts to terminate, the Service Provider shall be paid for all work performed up to the effective date of termination, and the Client shall receive any work results already completed.

§ 5 Services and change management

5.1 Service performance: The Service Provider shall perform the Services with reasonable care, skill, and diligence, according to industry standards and any specifications set forth in a Work Order.

5.2 Change requests: The Client may request changes in scope or deliverables. Subsequent changes requested by the Client or Partner may incur additional costs. The Service Provider will notify the Client of any impact on timing, fees, or other terms. Work related to any agreed changes shall commence only upon written agreement (email is sufficient).

5.3 Impossibility: The Service Provider shall not be liable for non-performance to the extent that the required third-party software, APIs, or other external factors render performance technically or legally impossible. There is no obligation to deliver functionalities or features if a third party software, API or party does not have or provide the required functionality, endpoints or services. Any partial performance rendered until the impossibility became known shall be compensated in proportion.

5.4 External services: The Service Provider does not assume a procurement risk regarding the availability or timely provision of third-party software, APIs, or services from external suppliers or platforms. If external services are used for the service, the rights of use of the external service providers are unrestricted, governed by their respective licenses, and must be accepted in advance by the Client. The Service Provider acts only as a vicarious agent.

5.5 Maintenance and support: Unless explicitly stated, no ongoing maintenance, support, or updates are included beyond the agreed scope of work. If the Client requests additional maintenance or support services, the parties shall agree separately in writing.

5.6 Cooperation: The parties shall support the contractual partner in the performance of the respective obligation by providing information, information or experience, to the best of their knowledge and belief, in order to ensure a smooth and efficient workflow for both parties.

§ 6 Payment and invoicing

6.1 Fees: The Client shall pay fees as stated in each MSA or Work Order (e.g., fixed price, hourly rates, or other agreed pricing). All fees are exclusive of VAT or similar taxes unless stated otherwise.

6.2 Invoicing: The Service Provider may issue invoices in accordance with the schedule specified in the MSA or Work Order (e.g., monthly, upfront, upon milestones, or upon completion). The Service Provider may issue partial invoices for upfront payments, completed milestones or partial deliverables. If additional services are requested or required that exceed the original scope, these shall be charged separately.

6.3 Payment terms: Unless otherwise agreed, payment is due within seven (7) calendar days from the invoice date. For overdue payments, a late fee of 0.1% per day may be charged on the outstanding amount.

6.4 Currency risk: The Client bears any exchange rate risk if payment is made in a different currency than that stated in the Agreement or Work Order.

§ 7 Confidentiality and data protection

7.1 Confidentiality: Both parties shall maintain in strict confidence any confidential or proprietary information disclosed by the other party and use such information solely for the purposes of fulfilling their contractual obligations. This obligation survives for five (5) years after termination of the contract, or indefinitely if the information constitutes a trade secret under applicable law.

7.2 Data processing: If the Service Provider processes personal data on behalf of the Client, the parties shall execute a Data Processing Agreement (DPA) in compliance with the GDPR and other applicable data protection laws.

7.3 Right to subcontract: The Service Provider may engage subcontractors to perform portions of the Services, provided such subcontractors are bound by confidentiality and data protection obligations consistent with these GTC.

§ 8 Liability

8.1 Liability cap: Except in cases of willful misconduct or gross negligence, the Service Provider’s liability for damages arising from or in relation to any Work Order is capped at the total fees paid or payable under that Work Order in the six (6) months preceding the event giving rise to the claim.

8.2 Exclusion of certain damages: The Service Provider is not liable for consequential, indirect, incidental, punitive, or special damages, nor for any lost profits, lost business opportunities, or reputational damage, to the maximum extent permitted by law.

8.3 Force majeure: The Service Provider shall not be liable for delay or failure to perform to the extent caused by events beyond its reasonable control (e.g., natural disasters, strikes, or internet outages).

8.4 Indemnification: The Client agrees to indemnify, defend, and hold the Service Provider harmless from and against any third-party claims, liabilities, or expenses (including reasonable attorneys’ fees) arising out of or related to the Client’s acts or omissions, including, for example, intellectual property infringement or data breaches. These indemnification obligations extend to acts or omissions of the Service Provider’s subcontractors, employees, or agents acting within the scope of their engagement.

§ 9 Intellectual property and deliverables

9.1 Pre-existing IP: The Service Provider is exclusively entitled to all rights over and above the below granting of rights, be they copyrights, industrial property rights or other rights. All intellectual property owned or licensed by the Service Provider prior to the contract remains the exclusive property of the Service Provider and is excluded from any assignment.

9.2 Newly-created IP: Unless otherwise agreed in writing, the customer shall receive a simple right of use for any newly-created IP developed specifically for the Client under a Work Order or agreement. It shall be assigned or licensed to the Client as described in that Work Order, subject to full payment of all fees. The specific arrangement shall be stated in each MSA or Work Order.

9.3 Usage of deliverables: Except as otherwise stated, deliverables provided by the Service Provider are licensed (not sold) to the Client solely for the Client’s internal business purposes. The Client shall not sublicense, distribute, or publicly display the deliverables without the Service Provider’s prior written consent. Unless agreed otherwise in the Work Order, the Client shall not modify, reverse-engineer, or create derivative works of the deliverables beyond what is necessary for agreed contractual purposes.

9.4 Reuse of know-how and deliverables: The Service Provider may retain and use, for any purpose, the general know-how, non-confidential elements of the deliverables, and non-confidential ideas or concepts acquired during performance (e.g., templates, code snippets, or general processes) for future projects, provided such use does not breach confidentiality obligations. The Service Provider reserves the right to sell templates, frameworks, source code, drawings and process chains to third parties.

9.5 Portfolio reference: The Service Provider may store anonymized versions of work products for internal records, portfolio reference, and marketing purposes, unless the Client explicitly objects in writing. The Client agrees to allow the Service Provider to use the Client’s logo on its website and in marketing materials. The Client also agrees to participate in the creation of a case study and to act as a reference contact after consultation on a case-by-case basis. The Client may revoke its consent to the referencing at any time. (info@examined.systems)

§ 11 Governing law and dispute resolution

11.1 Governing law: These GTC and any related Agreement shall be governed exclusively by the laws of Estonia, without regard to the exclusion of any conflict-of-law rules that would refer to another jurisdiction’s laws.

11.2 Jurisdiction: Any disputes arising out of or in connection with the Services, these GTC or any other agreements with the Service Provider shall be brought before the competent courts in Estonia.

§ 12 Other provisions

12.1 Non-solicitation: The Client agrees not to solicit or hire (directly or indirectly) the Service Provider’s employees or sub-contractors for a period of twelve (12) months after completion or termination of the last applicable Work Order.

12.2 No guarantee of results: While the Service Provider strives to achieve the Client’s objectives, nothing in this Agreement guarantees any specific outcome, financial gain, or other result from the Services. The Client acknowledges that success depends on various factors beyond the Service Provider’s control, including market conditions, implementation by Client personnel, and third-party cooperation.

12.3 Warranty disclaimer: Except as expressly stated in the Agreement or Work Order, the Service Provider disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law. The Service Provider makes no warranties regarding any third-party products, software, or services that may be used or incorporated in the deliverables. Such items may be subject to their own license or terms.

12.4 Disclaimer for client-provided materials: The Client represents and warrants that all materials, data, or information it provides (a) do not infringe any third-party rights and (b) comply with applicable laws and regulations. The Service Provider shall be entitled to rely on the accuracy and legality of such Client-provided materials without independent verification.

12.5 Insurance: The Service Provider may maintain professional liability or errors & omissions insurance at its discretion. Any limits or coverage do not expand or limit the Service Provider’s liability under these GTC. The Client shall not be deemed a beneficiary of the Service Provider’s insurance policies.

§13 Miscellaneous

13.1 Severability: If any provision of these GTC is found to be invalid or unenforceable, it shall not affect the validity of the remaining provisions. The invalid provision shall be deemed replaced by a valid provision that comes closest to the economic intent of the original.

13.2 Written form: Any amendments or supplements to these GTC or an individual agreement must be made in writing (email is sufficient unless otherwise required by law). This requirement applies equally to any waiver of this written form clause.

13.3 Entire agreement: These GTC, together with any Work Order or MSA, constitute the entire agreement between the Service Provider and the Client with respect to the subject matter and supersede any prior discussions or agreements.

13.4 No services to private individuals: By entering into a contract with the Service Provider, the Client confirms that it is not a consumer or private individual but a business entity or entrepreneur.

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