1. Introduction

These Terms and Conditions ("Terms") govern the provision of IT services (the "Services") by AQDigital OÜ ("Company"), to its clients ("Client" or "Clients"). By engaging the Company's services, Clients agree to abide by these Terms.

2. Services

2.1 Scope of Services: The Company provides IT services and IT consulting.

2.2 Changes to Services: Any changes or modifications to the Services must be documented in writing and agreed upon by both parties.

3. Fees and Payment

3.1 Payment Terms: Clients shall pay the Company in accordance with the payment terms specified in the Payment Agreement.

3.2 Late Payments: Late payments may incur additional charges as specified in the Payment Agreement.

3.3 Taxes: Clients are responsible for any applicable taxes associated with the Services.

4. Confidentiality

4.1 Confidential Information: Both parties agree to keep any confidential information disclosed during the course of providing or receiving the Services confidential and not disclose it to third parties.

4.2 Exceptions: Confidential information does not include information that is already public, rightfully obtained by a party from a third party, or required to be disclosed by law.

5. Intellectual Property

5.1 Ownership: Any intellectual property developed during the provision of the Services shall remain the property of the Company unless otherwise agreed upon in writing.

5.2 License: The Company may grant Clients a non-exclusive, non-transferable license to use any deliverables provided as part of the Services, solely for their internal business purposes.

6. Termination

6.1 Termination for Convenience: Either party may terminate the Service Agreement with written notice.

6.2 Termination for Cause: Either party may terminate the Service Agreement immediately for material breach by the other party.

6.3 Effects of Termination: Upon termination, Clients shall pay for all Services rendered up to the termination date, and any outstanding fees and expenses.

7. Limitation of Liability

The Company's liability is limited to the amount paid by Clients for the Services provided. In no event shall the Company be liable for any indirect, consequential, or punitive damages.

8. Indemnification

Clients agree to indemnify and hold the Company harmless from any claims, losses, or damages arising from their use of the Services or any breach of these Terms.

9. Data Security

9.1 Data Protection: The Company will take reasonable measures to protect Clients' data, but cannot guarantee the security of data transmitted over the internet.

9.2 Data Ownership: Clients retain ownership of their data, and the Company shall not use, access, or disclose it without Clients' consent, except as required to provide the Services.

10. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the Estonia. Any disputes shall be resolved through negotiation, mediation, or arbitration in accordance with the rules of the Estonian legislation before resorting to litigation.

11. Miscellaneous

11.1 Entire Agreement: These Terms, together with any Service Agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

11.2 Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

11.3 Amendments: Any changes to these Terms must be made in writing and agreed upon by both parties.

By engaging the Company's Services, Clients acknowledge that they have read, understood, and agreed to these Terms and Conditions. These Terms may be updated by the Company with notice to Clients.

AQDigital OÜ

Harju maakond, Tallinn, Lasnamäe linnaosa, Valukoja tn 8/2, 11415

E-mail [email protected]