Terms and Conditions

These Terms and Conditions ("Agreement") govern the business relationship between EmberJet OÜ ("Company," "we," "us," or "our") and the Client ("you," "your"). By engaging our services or agreeing electronically, the Client acknowledges and agrees to be bound by these terms.

EmberJet OÜ Information

Company Name: Emberjet OÜ
Legal Form: Private Limited Company
Register Code: 17109922
Date of Registration: 08.11.2024
Address: Estonia, Harju maakond, Tallinn, Kesklinna linnaosa, Tartu mnt 67/1-13b, 10115
Email: [email protected]

1. Services Provided

The Company agrees to provide the following services as outlined in the official Order Form:

• Website design and development.
• Procurement of domain and hosting services on behalf of the Client.
• Up to three (3) revisions to the delivered project. Additional revisions will be billed separately.
• Annual service packages covering hosting, domain renewal, and basic maintenance.
• Optional paid add-ons such as e-commerce setup, additional pages, extended maintenance services, and support.
• Any additional services not explicitly mentioned in the Order Form may be subject to additional fees.

2. Payment Terms

2.1 Payment Structure

Clients may choose one of the following payment options:

1. Full Prepayment – 100% of the total project fee is paid before project commencement.
2. Milestone-Based Payment – Payments are structured as follows:
   • 40% deposit to initiate the project.
   • 30% upon design approval.
   • 30% upon project completion, prior to the website going live.

For annual services (e.g., hosting, domain renewal, maintenance), payment is due at least 14 days before the renewal date to prevent service disruptions.

2.2 Late Payments & Collection Policy

• All invoices are due within 14 days of issuance.
• A 7-day grace period is granted before penalties apply.
• Late payments will incur an interest charge of 1% per month (12% annually) on overdue balances, in compliance with Estonian contract law (Law of Obligations Act § 94).
• If payment remains outstanding for more than 30 days, we reserve the right to:
  • Suspend all ongoing services until full payment is received (subject to a 7-day notice of suspension).
  • Engage a debt recovery agency or initiate legal proceedings, for which the Client shall bear all related costs, including legal fees and collection charges.

2.3 Payment Methods & Refunds

• Payments must be made in euros (€) via bank transfer or online payment.
• Refunds are only provided if the service was not delivered as agreed or if the Company fails to meet its contractual obligations.

3. Project Scope & Change Requests

3.1 Scope of Work & Revisions

• The project scope is defined in the Order Form.
• The Client is entitled to three (3) design revisions. Additional revisions shall be billed at €40 per revision.
• Any modifications beyond the agreed scope shall be considered a change request and will be subject to additional fees based on our current hourly rate.

3.2 Client Responsibilities

• The Client must provide all necessary content, images, and materials unless otherwise agreed in writing.
• Delays in providing required materials or feedback may result in timeline extensions 5 business days or more and additional charges.
• If the Client remains unresponsive for more than 14 days, the project may be suspended, and a reactivation fee may apply.

4. Hosting, Domain, and Third-Party Services

• We purchase hosting and domain services as part of our services. Ownership of these accounts shall be transferred to the Client upon project completion.
• The Client is responsible for ensuring the timely renewal of domain and hosting services to avoid service interruptions.
• We are not liable for third-party failures, and the Client indemnifies us against claims arising from third-party service disruptions.

5. Intellectual Property, Non-Exclusivity & Third-Party Components

5.1 Intellectual Property Rights

• Upon full payment, the Client obtains ownership rights to all custom design elements and code developed specifically for their project.
• Any third-party plugins, themes, images, or software remain subject to their respective licensing agreements.
• The Client warrants that any provided content does not infringe upon intellectual property rights.

5.2 Non-Exclusivity & Reuse of Work

• Unless explicitly agreed otherwise in a separate written agreement, the Company retains the right to reuse non-custom elements (e.g., generic code components) in future projects.
• The Client acknowledges that third-party services (e.g., Cloudflare, hosting providers) are subject to separate terms and licenses.

6. Data Usage, Privacy & Marketing Communications

6.1 Use of Client Data

• The Client consents to the collection and use of their business and contact information for:
  • Project communication and updates.
  • Invoicing and account management.
  • Future marketing, promotional offers, and training opportunities.
• The Client may opt out of marketing communications at any time.

6.2 GDPR Compliance

• If the Client is based in the EU, we comply with the General Data Protection Regulation (GDPR).
• A Data Processing Agreement (DPA) will be provided where applicable.
• The Company shall not sell or share Client data with third parties for unrelated marketing purposes.
• Client data shall be retained according to our Privacy Policy.

7. Limitation of Liability

• Third-Party Services: We are not liable for downtime, security breaches, or disruptions caused by third-party vendors.
• Intellectual Property Disputes: The Client indemnifies the Company against claims related to content they provide.
• Financial Losses: We are not liable for indirect losses, lost revenue, or reputational damage.
• Liability Cap: Our total liability shall not exceed the total fees paid by the Client.
• Force Majeure: We are not responsible for failures due to natural disasters, cyber-attacks, or government actions.

8. Termination & Cancellation

• Either party may terminate the agreement with 14 days' written notice.
• If the Client cancels, all fees for completed work remain non-refundable.
• The Company may terminate services if the Client fails to make payment within 30 days or violates these terms.

9. Governing Law & Dispute Resolution

• This Agreement shall be governed by the laws of Estonia.
• For EU-based clients, disputes shall be resolved through Harju County Court.
• For US-based clients, disputes shall be resolved via arbitration under AAA rules.

10. Severability Clause

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. Acceptance of Terms

By submitting the Order Form, clicking "I Agree," or proceeding with payment, the Client confirms their full acceptance of these Terms and Conditions. This Agreement is legally binding under:

• EU eIDAS Regulation (Regulation (EU) No 910/2014)
• U.S. ESIGN Act (15 U.S.C. § 7001 et seq.)
• Estonian contract law