Terms of Service
Contractual basis for project work and services.
Last updated: January 2026
1. Scope and contracting party
These Terms apply to all consulting, design, and development services provided by exisia OÜ to business clients. Conflicting terms of the client do not apply unless expressly agreed in writing.
2. Services and changes
The scope of services results from our offers or statements of work. Change requests may affect timelines and costs and require written confirmation. We may engage subcontractors while remaining responsible for performance.
3. Client obligations
The client provides all information, accesses, approvals, and materials required for the project and ensures they are free of third-party rights. The client supplies timely feedback and testing. Delays caused by missing cooperation extend deadlines and may lead to additional costs.
4. Fees and payment
Prices are net plus applicable taxes. Payment terms follow the offer; unless stated otherwise invoices are due within 14 days without deduction. In case of default, statutory interest applies. Offsetting is permitted only with undisputed or legally established claims.
5. Acceptance and defect notification
Deliverables requiring acceptance are deemed accepted upon written confirmation, productive use, or absence of written defect notice within 14 days of delivery. The client shall notify defects in writing with a comprehensible description. We will remedy defects within a reasonable time.
6. Intellectual property and usage rights
Upon full payment, the client receives the usage rights to the final deliverables as agreed in the offer. Pre-existing materials, libraries, and tools remain our property. We may reuse generic know-how, methods, and components that do not reveal client secrets.
7. Portfolio and references
We may name the client and project and use logos/screenshots as a reference in marketing materials, unless the client objects in writing. Non-public information is kept confidential.
8. Liability
We are liable without limitation for intent, gross negligence, and injury to life, body, or health. For slight negligence we are liable only for breach of essential contractual duties (cardinal obligations) and limited to the foreseeable, typical damage, capped at the fees paid by the client for the affected services in the last 12 months. Liability for indirect damages and loss of profit is excluded unless mandatory law applies.
9. Confidentiality and data protection
Both parties treat confidential information as strictly confidential and use it only for the project. We process personal data according to our Privacy Policy and, where required, a separate data processing agreement.
10. Term and termination
The agreement runs for the project term. Either party may terminate for good cause. Fees for services already rendered and unavoidable costs remain payable.
11. Governing law and venue
These Terms are governed by Estonian law, excluding conflict-of-law rules and the UN CISG. Exclusive place of jurisdiction is Tallinn, Estonia, provided the client is a business customer. Mandatory consumer protections remain unaffected.