Framework Agreement for Services

In force as of 1 July 2019


1. Object of Agreement
1.1. On the basis of the Agreement and the terms set out therein, Nobel Digital must provide to the Customer services that the Customer orders and that Nobel Digital offers.
1.2. The specific content of the abovementioned services is agreed on between the Parties based on a Price Offer, which Nobel Digital submits to the Customer and which the Customer accepts.


2. Service pricing
2.1. Prior to the provision of a Service, Nobel Digital conducts an interview with the Customer in the course of which the Customer provides detailed input with respect to the Service they want to order.
2.2. Within two (2) weeks after the interview at the latest, Nobel Digital submits to the Customer a detailed Price Offer, which includes details about the Service, including its estimated term, price as well as the terms and conditions of payment and warranty, and the terms applicable to the delivery and acceptance of the outcome of the Service. The Price Offer remains valid for 3 calendar months.
2.3. The provision of the Service commences after the receipt of a 50% advance payment, unless the Price Offer sets out otherwise.
2.4. Following the confirmation of the Price Offer by the Customer, Nobel Digital submits the Service provision schedule.
2.5. Services or related Additional Services not included in the Price Offer for which the Customer develops a need during the validity of the Agreement are priced on the basis of a current hourly rate. The Customer must submit the relevant request in writing or in a form reproducible in writing.


3. Fee payments
3.1. Nobel Digital has the right to receive a fee for Services provided, and the Customer is required to pay a fee to Nobel Digital for any Services provided.
3.2. Following the provision of a Service and/or the delivery of the work which resulted from the provision of a Service, Nobel Digital submits to the Customer an invoice, which includes the fee as set out in the Price Offer and an additional fee if the Customer has ordered additional Services from Nobel Digital after the receipt of the Price Offer.
3.3. For any Additional Services, the Customer pays Nobel Digital on the basis of actual works hours. The hourly rate has been set out in the Price Offer that Nobel Digital submits.


4. Rights and obligations of the Customer
4.1. The Customer has the right to:
4.1.1. demand that Nobel Digital provide the Service set out in the Price Offer and, where necessary, any Additional Services;
4.1.2. provide advisory instructions with respect to the provision of the Service;
4.1.3. request and regularly receive information about the progress achieved in the provision of the Service;
4.1.4. terminate the Agreement in case of a violation in accordance with applicable law.
4.2. The Customer must:
4.2.1. immediately forward to Nobel Digital any information necessary for the provision of the Service following the acceptance of the Price Offer, taking into account the Service provision schedule suggested by Nobel Digital;
4.2.2. accept the outcome of the Service provided by Nobel Digital, and review this outcome and/or notify Nobel Digital of any discovered deficiencies in accordance with the terms and conditions of delivery and acceptance set out in the Price Offer;
4.2.3. pay the agreed fee to Nobel Digital;
4.2.4. provide instructions to Nobel Digital in case the latter requests such instructions in connection with the provision of the Service;
4.2.5. depending on the nature of the Service and the resources Nobel Digital estimated for the provision of said Service (e.g. a media agency service agreed on for a fixed term), refrain from terminating the Agreement during the ongoing provision of the aforementioned Service, except when Nobel Digital is in significant violation of the Agreement.


5. Rights and obligations of Nobel Digital
5.1. Nobel Digital has the right to:
5.1.1. receive payment for any Services provided;
5.1.2. received instructions from the Customer if issues arise in the course of providing the Service that cannot be resolved without the Customer’s help;
5.1.3. refuse to continue providing a Service and terminate the Agreement if the Customer demands Nobel Digital to provide a service which was not included under the original Price Offer or which is not included in the separately priced additional services;
5.1.4. terminate the Agreement if the Customer fails to perform the obligation set out under clause 4.2.1 of the Agreement for three (3) months, which makes it impossible for Nobel Digital to provide the Service;
5.1.5. demand that the Customer pay a contractual penalty if the Customer violates the obligation set out under clause 4.2.5 of the Agreement, and the amount of this contractual penalty corresponds to 20% of the total amount of Service being provided….
5.2. Nobel Digital must:
5.2.1. provide the Service to the best of its abilities, with appropriate accuracy and care, and in a timely manner, taking into account the specific Service’s Price Offer as concluded between Nobel Digital and the Customer;
5.2.2. eliminate any deficiencies discovered by the Customer in accordance with the warranty terms and conditions set out in the Price Offer;
5.2.3. comply with the schedule submitted to the Customer, except when a delay has occurred due the Customer’s violation of clause 4.2.1 of the Agreement;
5.2.4. notify the Customer immediately of any issues that arise in the course of providing the Service;
5.2.5. comply with its confidentiality obligation in accordance with the terms and procedure set out under the Agreement.


6. Improving, amending and terminating of the Agreement
6.1. The Agreement may be amended, changed and improved only on the basis of a written agreement between the Parties. Any such written amendments, changes or improvements to the Agreement are considered as annexes to the Agreement.
6.2. Except for cases set out under clause 4.2.5 of the Agreement, the Customer has the right to ordinarily terminate the Agreement at any time by informing Nobel Digital thereof at least one (1) month in advance.
6.3. Nobel Digital has the right to refuse to provide Services and to terminate the Framework Agreement extraordinarily with good reason by notifying the Customer thereof with justifications in writing within seven (7) calendar days starting from the moment the circumstance underlying the justified reason arose or was discovered.
6.4. Upon the termination of the Agreement, each contractual relationship which exists between the Parties on the basis of a Price Offer for the provision of a specific Service is also deemed as terminated.
6.5. If the Agreement is terminated on the basis of clauses 7.2 or 7.3 of the Agreement, the Customer is required to pay Nobel Digital for the Service provided before the termination of the Agreement in accordance with the fee agreement set out in the Price Offer.


7. Final provisions
7.1. This Agreement invalidates any and all prior oral and written agreements concluded between the Parties with respect to the provision of Services.
7.2. The general terms and conditions of Nobel Digital are an integral part of the Agreement.
7.3. In matters not regulated under the Agreement, the Parties are governed by the general terms and conditions.
7.4. The Agreement enters into force as of its signature by both Parties and is concluded for an unspecified term.
7.5. The Agreement has been drawn up in Estonian on four (4) pages as a single copy, which the Parties sign digitally.