Framework Agreement for Web Services

Effective as of 1 January 2022

 

  1. Terms and definitions

 

1.1.          Nobel Digital – Nobel Digital OÜ, registry code 10047161, with its registered office located at Staapli 4, Tallinn 10415.

1.2.         Customer – a legal person who has expressed interest in ordering a Service provided by Nobel Digital.

1.3.         Party – either Nobel Digital or the Customer, who are jointly referred to as the Parties.

1.4.         Service – a web service (including website development and maintenance) provided by Nobel Digital. Nobel Digital reserves the right to unilaterally make changes/additions to the list of its web services.

1.5.         Order – an offer made by Nobel Digital on the basis of the Customer’s request for a Service, which in turn is accepted by the Customer and includes a description of the Service to be provided, the scope and price of the Service, estimated time to be spent on, and arrangements of payment for, the Service. The Parties may specify the details of the Order by e-mail.

 

  1. Purpose, scope and interpretation of the Framework Agreement

 

2.1.         The purpose of this Framework Agreement is to regulate the legal relations between the Parties that arise as a result of ordering Services under the Framework Agreement, it being understood that, in addition to the Framework Agreement, the rights and obligations of the Parties also derive from the Orders executed hereunder.

2.2.        During the effective term of the Framework Agreement, the Customer may order from Nobel Digital any and all Services provided under the Framework Agreement. The Framework Agreement shall be deemed to have been entered into on the date on which the Customer confirms the first Order, which shall serve as the basis enabling the Customer to subsequently order additional Services as needed. The first payment made by the Customer under the Order shall be considered confirmation of the Order.

2.3.        The rights and obligations arising from this Framework Agreement shall apply to all Services specified herein.

2.4.        In addition to the Framework Agreement, the Parties shall be guided in their relations by law and by the principles of good faith and reasonableness.

2.5.        Each provision of the Framework Agreement shall be construed in conjunction with other relevant provisions of the Framework Agreement in light of the spirit and purpose hereof, as well as the practice established between the Parties.

 

  1. Term of the Framework Agreement

 

3.1.         The Framework Agreement is entered into without a term.

 

  1. Fee and terms of payment

 

4.1.         Nobel Digital shall be entitled to a fee for the Service provided and the Customer shall be required to pay Nobel Digital for the Service provided.

4.2.        VAT shall be added to the fee at the applicable rate.

4.3.        The principles of charging for a particular Service are set out in the section on the relevant Service. The exact amount of the fee payable for the Service, the service and invoicing periods and the due date for payment shall be as set out in the Order.

4.4.        Nobel Digital shall issue electronic invoices to the Customer. An invoice may be presented in hard copy if the Customer so requests.

4.5.        Failure to receive an invoice shall not relieve the Customer of the obligation to pay for the Service on time. The Customer shall notify Nobel Digital of the failure to receive an invoice within two weeks of the provision of the Service. In the case that Nobel Digital is not notified of the non-receipt of the invoice within two weeks, the Customer shall be deemed to have received the invoice in due time and to have no objection to the data set out in the invoice.

4.6.        The Customer undertakes to pay the amount stated in the invoice to Nobel Digital’s bank account no later than by the due date for payment specified in the invoice.

4.7.         The obligation to pay the fee shall be deemed to have been met as soon as the full amount stated in the invoice is credited to Nobel Digital’s bank account.

4.8.        Nobel Digital shall have the right to require the Customer to pay late payment interest on any amount not paid by the due date. The late payment interest shall be charged at the rate of 0.2% of the outstanding principal amount from the calendar day following the due date indicated in the invoice per overdue calendar day.

4.9.        Any additional work shall be paid for in accordance with the agreement between Nobel Digital and the Customer as entered into from time to time.

4.10.     Any amount received shall be applied first towards the expenses incurred, then towards late payment interest, then towards interest payments and only thereafter towards the principal obligation. A principal obligation that has fallen due earlier shall be deemed settled before the principal obligation that has fallen due on a later date.

4.11.      Should the Customer fail to pay an invoice, Nobel Digital shall have the right to refuse to perform its obligation until such time as the Customer has fully and properly discharged all of its financial obligations to Nobel Digital which have become due and payable, or to unilaterally cancel the Framework Agreement in accordance with sections 12.2 and 12.3 without prior notice to the Customer if the Customer fails to settle its debt to Nobel Digital even within a reasonable additional period of time granted by the latter.

4.12.      Cancellation of the Framework Agreement by Nobel Digital shall not relieve the Customer from the obligation to pay for the Services provided prior to the cancellation.

4.13.      In the event that the Customer fails to duly perform its payment obligations hereunder, Nobel Digital shall have the right to assign or transfer its claim against the Customer to a third party for collection and to forward data associated with the claim to companies authorised by Nobel Digital (e.g. collection agencies and credit reporting agencies). Upon Nobel Digital’s request, the Customer shall reimburse Nobel Digital for any costs incurred in connection with the collection of the debt by Nobel Digital and/or a third party.

 

  1. Website development and maintenance

 

5.1.         Content of the website development service

5.1.1.                The Customer can order the website development service from Nobel Digital.

5.1.2.               The provision of the website development service is subject to detailed input from the Customer, which shall be provided to Nobel Digital by the Customer via e-mail and will be specified, inter alia, during an interview with the Customer.

5.1.3.               At the latest within two weeks after the interview, Nobel Digital shall provide the Customer, by e-mail, with a tailored offer setting out the details of the Service, including the estimated time to be spent on the Service, the price and terms of payment for the Service, the warranty, as well as the terms of delivery and acceptance of the outcome of the Service. The offer shall be valid for 3 calendar months.

5.1.4.               Following the acceptance of the offer by the Customer and written confirmation to this effect, Nobel Digital shall set out the exact timeframe of the provision of the Service in the Order.

5.1.5.               The provision of the Service shall be commenced upon receipt of the first instalment payment, the amount of which shall be set out in the Order.

5.1.6.               Any services not included in the Order and/or additional services related to the Service which the Customer may require during the effective term of the Framework Agreement may be ordered by e-mail. The Customer shall pay for such additional services on the basis of the current hourly rate, which shall be communicated by Nobel Digital by e-mail.

 

5.2.        Website development process

5.2.1.           Creating a website comprises three stages:

  1. a) In the first stage, ideation will be carried out, i.e. a prototype or design files will be created, which depict the design and functionality of the website to be created and which form the basis for the rest of the Service. Based on the information obtained from the Customer in the course of the interview, the first iteration will be created and presented to the Customer for review. The iteration will be confirmed in writing with the Customer. In the event that the Customer’s requests and proposed changes exceed the initially agreed timeframe, the additional work will be invoiced as a separate work at the agreed hourly rate. The same procedure shall apply if, after the iteration has been approved, the Customer wishes to introduce changes/additions to the prototype or design files; these changes/additions will be agreed upon by e-mail and invoiced as a separate work at the agreed hourly rate.
  2. b) In the second stage, development will be carried out, i.e. the final website will be created based on the prototype and design files approved in the ideation stage. In the event that any additional services are ordered, the second stage will be used for creating the website’s text content, preparing photographs, etc. In the event that the Customer wishes to introduce changes/additions in the second stage which have not been previously agreed upon between the Parties, Nobel Digital will provide an overview of the volume of additional work, and such work will be invoiced additionally on the basis of the agreed hourly rate.
  3. c) In the third stage, the functional and technical performance of the website will be tested in popular web browsers and mobile devices, and the website will be delivered to the Customer. Proofreading will be carried out if any new content was created.

 

5.3.         Delivery and acceptance of the website

5.3.1.               The delivery of the work resulting from the provision of the Service will take place in the fourth stage of the website development process. Nobel Digital shall deliver to the Customer a complete website, as well as the files and databases used in creating the website. Licences for additional modules which Nobel Digital purchased for the Customer shall also be delivered with the website.

5.3.2.              The website shall be deemed to have been delivered when it has been installed on the Customer’s server and/or otherwise made fully available to the Customer (for example, through the transfer of administrator rights).

5.3.3.              From the moment of the delivery, the Customer shall be responsible for the use, maintenance and updating of the website, unless the Customer has ordered the website administration and maintenance service as an additional work from Nobel Digital.

5.3.4.              In the event that the Customer’s input to the provision of the website development service is incomplete and Nobel Digital has drawn the Customer’s attention to this fact, the delivery of the work completed as a result of the provision of the Service may be delayed in accordance with the development schedule. However, if such submission of input by the Customer to Nobel Digital is delayed for more than 60 days, Nobel Digital shall be entitled to cancel the Framework Agreement on an extraordinary basis without granting any additional term and to charge the Customer a fee for the Service provided until cancellation.

 

5.4.        Content of the website maintenance service

5.4.1.               The Customer can order the website maintenance service from Nobel Digital.

5.4.2.              Within the scope of the maintenance service, Nobel Digital shall carry out software updates for the Customer’s website, including updates of the WordPress platform and add-ons (plugins). Nobel Digital will not update licensed add-ons unless otherwise agreed in writing.

5.4.3.              The Customer shall have the right to request and receive at any time an overview of the administration and maintenance services provided by Nobel Digital.

5.4.4.              Nobel Digital shall send the Customer a monthly report on the maintenance work carried out in the previous month.

5.4.5.              Nobel Digital shall have the right to refuse to update the website if the Customer has not acquired licences for paid add-ons installed on the website or separately agreed with Nobel Digital on the acquisition of such licences. Such refusal shall not automatically terminate the provision of the maintenance service.

5.4.6.              The Customer shall have the right to discontinue the maintenance service by giving Nobel Digital 60 calendar days’ prior written notice.

 

5.5.         Warranty

5.5.1.               The warranty in respect of the work performed shall be valid for 30 calendar days (the ‘Warranty Period’).

5.5.2.              During the Warranty Period, Nobel Digital shall eliminate any bugs discovered.

5.5.3.              Plugin updates, alterations or other additions made to the website, or bugs caused by WordPress updating its own platform shall not be covered by the warranty.

5.5.4.              Nobel Digital shall also not be liable for forced automatic security updates by WordPress, automatic updates implemented by the server provider, or the correct functioning of plugins following the implementation of automatic updates by WordPress.

5.5.5.              Any and all WordPress plugins shall be updated to their latest version at the moment of delivery. Any subsequent administration shall not be the responsibility of Nobel Digital, unless separately agreed in writing between the Parties.

5.5.6.              The warranty shall not apply in the event that the Customer has made any modifications to the website or has had such modifications made by third parties.

 

5.6.        Fee for the development and maintenance of the website

5.6.1.               Ninety (90) percent of the fee for the development of the website shall be paid in equal monthly instalments throughout the agreed development period. Ten (10) percent of the fee shall be paid prior to delivery of the work to the Customer. The provision of the Service shall be commenced upon receipt of the first instalment by Nobel Digital.

5.6.2.              The fee for the maintenance of the website shall be paid in equal monthly instalments throughout the agreed period.

5.6.3.              The Customer shall pay Nobel Digital for any additional services on the basis of the hours worked. The hourly rate shall be as set out in the Order sent by Nobel Digital.

5.6.4.              In the event that the Customer chooses to discontinue the maintenance service in accordance with section 5.4.6, the Customer shall pay Nobel Digital for the Service until the maintenance service is discontinued. Any advance payment made by the Customer shall not be refunded.

 

  1. Rights and obligations of the Customer

 

6.1.         The Customer is entitled to:

6.1.1. require Nobel Digital to provide the Service indicated in the Order and, where applicable, any additional service;

6.1.2. provide advisory instructions for the provision of the Service;

6.1.3. request and regularly receive information on the progress of the Service being provided;

6.1.4. cancel the Framework Agreement under ordinary procedure in accordance with the Framework Agreement;

6.1.5. in the event of a breach, cancel the Framework Agreement in accordance with applicable law.

 

6.2.        The Customer is required to:

6.2.1. provide Nobel Digital with all the information necessary for the provision of the Service subject to the agreements relating to the specific Service, immediately after the acceptance of the Order;

6.2.2. receive from Nobel Digital the outcome of the provision of the Service and review it and/or notify Nobel Digital promptly of any deficiencies discovered;

6.2.3. pay Nobel Digital the agreed fee for the Service;

6.2.4. provide instructions to Nobel Digital in case the latter requests such instructions in connection with the provision of the Service;

6.2.5. compensate Nobel Digital for the damage caused to the latter by a breach of the Framework Agreement;

6.2.6. comply with the obligation of confidentiality under the terms and conditions set out in the Framework Agreement;

6.2.7. not to hire any employee of Nobel Digital or enter into any form of cooperation agreement with an employee of Nobel Digital or a company related to such an employee, even if an employee of Nobel Digital applies for employment with the Customer or seeks to enter into a cooperation agreement with the Customer on his or her own initiative, to the extent that the employment contract between Nobel Digital and the employee prohibits such action.

 

  1. Rights and obligations of Nobel Digital

 

7.1.         Nobel Digital is entitled to:

7.1.1. be paid for the Service and any additional services provided, even if Nobel Digital has terminated the provision of the Services in accordance with the Framework Agreement;

7.1.2. receive instructions from the Customer in the event of problems arising in the course of the provision of the Service which cannot be resolved without the Customer’s involvement;

7.1.3. refuse to provide any Service which was not included in the original Order or which is not a separately priced additional service;

7.1.4. terminate the provision of the whole of the ordered Service if the situation described in section 7.1.3 makes this no longer possible;

7.1.5.              refuse to provide the Service if the Customer fails to provide Nobel Digital with the necessary input for the provision of the Service within the agreed timeframe, making it impossible for Nobel Digital to provide the Service;

7.1.6. require the Customer to pay a penalty in the circumstances agreed upon in the Agreement.

 

7.2.         Nobel Digital is required to:

7.2.1. provide the Service to the best of its ability, with due care and diligence and within the timeframe specified in the Order for the specific Service;

7.2.2. eliminate any deficiencies discovered by the Customer in accordance with the warranty conditions set out in the Framework Agreement;

7.2.3. adhere to the time schedule communicated to the Customer, except when a delay is caused by the Customer’s breach of section 6.2.1 of the Framework Agreement;

7.2.4. promptly notify the Customer of any problems encountered in the course of providing the Service;

7.2.5. comply with the obligation of confidentiality under the terms and conditions set out in the Framework Agreement.

 

  1. Liability

 

8.1.         A Party shall compensate the other Party for direct patrimonial damage caused by non-performance of obligations. Loss of profit shall not be compensated.

8.2.        The Parties hereby agree that the liability of Nobel Digital for any breach of its obligations hereunder shall be limited to the fee payable for the Service in question.

8.3.        Nobel Digital shall not be liable for outcomes that can be influenced by third parties (for example, the number of visitors to a website may vary based on the chosen search keywords or search phrases etc.).

8.4.        Nobel Digital shall not be liable if the Service cannot be provided due to the Customer’s failure to provide information (e.g. access to statistics or accounts, visuals, translations, etc.).

8.5.        The Customer shall be fully responsible for the accuracy and compliance with the law of all data provided to Nobel Digital, as well as for any unlawful consequences arising from the publication of the data included in the Order, including any infringement of the rights of third parties.

8.6.        In the event of a breach of section 6.2.7 of the Framework Agreement, i.e. hiring an employee of Nobel Digital or entering into any form of cooperation agreement with an employee of Nobel Digital or a company related to such an employee, the Customer shall pay Nobel Digital a penalty equal to the greater of the total fee payable by the Customer for 12 months or the total salary of the employee for 6 months.

8.7.        Each Party shall be liable for any breach of its obligations under the Framework Agreement, including being responsible for the activities of persons it employs or permits to exercise its rights and perform its obligations.

8.8.        A breach of an obligation is excusable if the Party breached the obligation due to Force majeure. Force majeure is an impeding circumstance beyond the Party’s control which the Party could not reasonably have been expected to take into account or to avoid, or to overcome the circumstance or its consequences, at the time when Framework Agreement was entered into or when the Service was used or provided.

 

  1. Lodging complaints

 

9.1.         The Customer shall lodge any complaints and claims arising out of the provision of the Service with Nobel Digital no later than 60 days from the date on which the relevant claim becomes due and payable. In the event that the Customer fails to lodge a complaint or claim with Nobel Digital within the aforementioned timeframe, or fails to describe Nobel Digital’s breach with sufficient particularity, the Customer shall not be entitled to invoke Nobel Digital’s non-performance or improper performance of its obligations.

9.2.        Contrary to the provisions of section 9.1, complaints relating to invoices shall be lodged before the agreed due date for payment indicated in the invoice.

 

  1. Confidentiality and personal data processing

 

10.1.      Any information which becomes known to the Parties in the course of the performance of the Framework Agreement, but which is not publicly known, shall be confidential and shall not be disclosed to third parties, except in cases expressly provided for by law and/or with the prior written consent of the other Party.

10.2.     In the course of the provision of the Service, Nobel Digital shall process the personal data provided by the Customer in the manner set out in the Privacy Policy and in accordance with applicable data protection laws and regulations. Nobel Digital shall process personal data for the purpose of performance and enforcement of the Framework Agreement and on the basis of consent in accordance with Article 6(1) of the General Data Protection Regulation[1].

10.3.     In accordance with Article 32 of the General Data Protection Regulation, Nobel Digital shall implement appropriate organisational and technical measures to ensure the secure processing of personal data provided by the Customer.

10.4.     Nobel Digital has entered into confidentiality agreements with all its employees and service providers, pursuant to which Nobel Digital’s employees and persons providing services to Nobel Digital undertake to maintain the confidentiality of the Customer’s information (including personal data) and of the personal data of the Customer’s clients which is placed in their possession or of which they become aware, and ensure the processing of personal data in accordance with applicable data protection laws and regulations.

10.5.      Nobel Digital shall keep the personal data in compliance with the principle of storage limitation set out in the General Data Protection Regulation. Being the processor, Nobel Digital is required to delete all personal data collected or obtained in the course of the provision of the Service without undue delay upon termination of the Framework Agreement, but no later than 1 year after the provision of the Service, unless a longer storage period is prescribed by applicable law.

10.6.     Nobel Digital shall notify the Customer immediately of the occurrence of a security incident (an event that compromises the security of network and information systems) or a personal data-related breach (including a leak of personal data).

 

  1. Amendment of the Framework Agreement

 

11.1.       The Framework Agreement can only be amended in writing and with the consent of both Parties, except for sections 6 and 10 of the Framework Agreement, which may be unilaterally amended by Nobel Digital. All amendments agreed between the Parties, as well as amendments unilaterally made by Nobel Digital, shall be deemed to be annexes to the Framework Agreement.

11.2.      Nobel Digital shall notify the Customer of any unilateral amendment to the provisions of the Framework Agreement at least 30 days before the amendment takes effect.

11.3.       In the event that the Customer does not agree to the amendments to the Framework Agreement, the Customer shall have the right to cancel the Framework Agreement in accordance with section 12.1.3 hereof. Cancellation of the Framework Agreement shall not relieve the Parties from their obligations arising under the Framework Agreement up to the date of cancellation, it being understood that those obligations shall be governed by the provisions of the Framework Agreement previously in force between the Parties.

11.4.      In the event that the Customer does not cancel the Framework Agreement within 30 days of receipt of the notice of the entry into force of the amendments to the Framework Agreement, the Customer shall be deemed to have indicated by its silence its willingness to accept the amended Framework Agreement and not to have any complaints against Nobel Digital in this respect.

11.5.       The amended Framework Agreement shall be binding on the Parties from the date of its entry into force. Earlier wordings of the provisions of the Framework Agreement shall cease to apply from the date of entry into force of the new provisions.

 

  1. Termination and cancellation of the Framework Agreement

 

12.1.      The Framework Agreement shall terminate:

12.1.1.             by written agreement of the Parties;

12.1.2. subject to 60 days’ notice in the event of cancellation under ordinary procedure;

12.1.3. subject to 30 days’ notice in the event of cancellation by the Customer following receipt of the notice of the entry into force of amendments, unless the Customer agrees to the unilateral amendment of the terms and conditions of the Framework Agreement in accordance with section 11 hereof;

12.1.4. upon cancellation by either Party on an extraordinary basis;

12.1.5.            in the event of a petition for reorganisation or bankruptcy of the Customer being filed with a court;

12.1.6.            in the event of dissolution of the Customer without succession.

12.2.      Nobel Digital shall have the right to cancel the Framework Agreement on an extraordinary basis without notice in the event of a material breach by the Customer, including but not limited to:

12.2.1.           indebtedness of the Customer to Nobel Digital which the Customer fails to settle even after a reminder to that effect by Nobel Digital;

12.2.2.          failure of the Customer to provide, for more than 60 days, the information upon which the provision of the Service depends and without which Nobel Digital is unable to provide the Service and which Nobel Digital has reminded the Customer to provide.

12.3.      In the event of extraordinary cancellation of the Framework Agreement, the Parties shall duly perform their outstanding obligations that have arisen as a result of the parallel ordering of another Service prior to the cancellation of the Framework Agreement, unless the provision of such a Service is directly related to the provision of the Service which caused the cancellation or unless the continuation of the provision of the Service until the agreed date cannot reasonably be required, considering all the circumstances and the interests of both Parties. In such circumstances, other Services may continue to be provided until the end of the period covered by the advance payment made by the Customer for those Services.

12.4.      In the event of termination of the Framework Agreement by agreement of the Parties, the Customer shall be liable to pay all costs associated with the provision of the Service prior to termination of the Framework Agreement.

12.5.      In the event that the basis for the cancellation of the Framework Agreement is a breach by the Customer referred to in section 6.2.1, Nobel Digital shall be entitled to apply a penalty of up to 50% of the residual value of the Order.

12.6.      In the event that the Customer cancels the Framework Agreement within 14 days after the confirmation of an Order placed by the Customer, Nobel Digital shall be entitled to require the Customer to perform its obligations hereunder on a pro rata basis, to an extent which corresponds to the amount of 1 month’s fee.

12.7.      Cancellation and termination of the Framework Agreement shall not relieve the Party of any obligations that arose during the effective term of the Framework Agreement.

 

  1. Communication

 

13.1.       Notices, consents, approvals and other declarations of intent shall be deemed to have been duly given and received in accordance with the Framework Agreement if the declaration of intent has been communicated to the other Party in writing or in a format that can be reproduced in writing, using the contact details specified in the Framework Agreement.

13.2.      In the event of any changes in the contact details set out in the Framework Agreement, Nobel Digital shall notify the Customer of such changes on its website at www.nobeldigital.ee.

13.3.      The Customer shall immediately notify Nobel Digital of any changes in its contact details in a format that can be reproduced in writing.

 

  1. Applicable law and dispute resolution

 

14.1.      The Framework Agreement shall be governed by Estonian law.

14.2.      The Parties shall seek to resolve any disputes between them by way of negotiations.

14.3.      In the event of failure of negotiations, the dispute shall be settled by a court of Nobel Digital’s location.

 

  1. Final provisions

 

15.1.       In the event of any discrepancies between the terms or conditions set out in the Order and the Framework Agreement, the Order shall prevail.

15.2.      In the event that any provision of the Framework Agreement proves to be in conflict with any law, the remainder of the Framework Agreement shall remain in force.

15.3.      The text of the Framework Agreement is available on the website of Nobel Digital at www.nobeldigital.ee/leping/veebiteenuste-raamleping

 

Nobel Digital OÜ

Address: Staapli 4, Tallinn 10415

Registry code: 10047161

VAT No.: EE100289268

Current account: EE871010220213810226 AS SEB Pank

Telephone: +372 630 0300

Website: www.nobeldigital.ee

E-mail: info@nobeldigital.ee

[1] Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)