General Terms and Conditions of the Data Publication Agreement

 

1. Definitions
The terms used in this Agreement have the following meaning:
1.1. Nobel Digital means Nobel Digital OÜ, registry code 10047161, registered office at Staapli 4, Tallinn 10415;
1.2. Customer means a legal person that has concluded a Data Publication Agreement with Nobel Digital;
1.3. Agreement means a Data Publication Agreement concluded between Nobel Digital and the Customer;
1.4. Party means Nobel Digital or the Customer, jointly referred to as the Parties;
1.5. Fee means the Agreement amount;
1.6. Agreement Period means a one-year period for which the terms and conditions of an Agreement concluded for an unspecified term are set;
1.7. Data means the information which is set out under the Data Publication Agreement, that Nobel Digital is to publish;
1.8. Online Catalogue and/or Print Catalogue means a website or a printed catalogue which is used to publish the Data submitted by Customer in accordance with the Agreement concluded between the Parties;
1.9. General Terms and Conditions means this document which sets out the legal bases for the relationship between the Parties.

 

2. General Provisions and Object of Agreement
2.1. These General Terms and Conditions form an integral part of the Agreement.
2.2. In the event of a conflict between the General Terms and Conditions and the special terms and conditions set out under the Agreement, the special terms and conditions set out under the Agreement prevail.
2.3. Under the Agreement, Nobel Digital is required to publish the Data submitted by the Customer in accordance with the provisions of the Agreement in an Online Catalogue and/or a Print Catalogue.
2.4. By signing the Agreement, the Customer gives its consent to Nobel Digital for the processing of the Customer’s Data, including the retention, publication and transmission of the Customer’s Data.
2.5. The Data are published in the form set out under the Agreement, and Nobel Digital may submit an order confirmation to the Customer for the purposes of verifying the accuracy and coordinating the publication of the Data set to be published in the Catalogue. If the Customer fails to respond to the abovementioned order confirmation, Nobel Digital considers this lack of response as an agreement to publish the Data in the form noted in the order confirmation. Nobel Digital has the right to make changes to the wording of the fields of activity noted in the Data if this proves necessary for the use of uniform terminology in the systemisation of the Catalogues in question.

 

3. Parties’ rights and obligations
3.1.Rights and obligations of Nobel Digital
3.1.1. Not later than one (1) month prior to the expiration of the validity period of the Agreement, Nobel Digital has the right to submit to the Customer a price offer for a subsequent Agreement Period of identical duration.
3.1.2. Nobel Digital has the right to restrict the visibility of the Data in the Online Catalogue if the Customer fails to pay a required amount by the due date noted on the invoice, and this does not affect the validity of the Agreement.
3.1.3. Nobel Digital has the right to refuse to perform the Agreement, which includes deleting Data from an Online Catalogue that has already been published, if it is discovered that the Data do not comply with laws and regulations or advertising ethics. Publication of Data under the Agreement cannot be considered as Nobel Digital’s substantive evaluation of the content of the Data. Hence, Nobel Digital’s liability is excluded with respect to the substance of the first sentence of this provision.
3.1.4. The copyrights of the graphic design created in the course of performing the Agreement belong to Nobel Digital, and the Customer may use the aforementioned work only with the relevant prior written consent of Nobel Digital.
3.1.5. Nobel Digital’s obligations under the Agreement are deemed as performed starting from the moment the Catalogue, which contains the Data, is delivered to the distributor or otherwise made available.

3.2. Rights and obligations of the Customer
3.2.1. The Customer is required to submit to Nobel Digital the original materials meant for use in the design work (e.g. logos, photos, etc.) at the latest within two (2) weeks starting from the conclusion of the Agreement. If the Customer fails to deliver the original materials in a timely manner, only the delivered materials are published, and the service is deemed as provided.
3.2.2. The Customer must inform Nobel Digital about the non-performance and/or improper performance of Nobel Digital’s obligations under the Agreement within one (1) month starting from the publication of the Data in question. If the Customer fails to inform Nobel Digital about the non-performance and/or improper performance of Nobel Digital’s obligations under the Agreement within one (1) month starting from the publication of the aforementioned Data, i.e. starting from the moment the Catalogue is delivered to the distributor or otherwise made available to the public, the Customer cannot rely on the non-performance and/or improper performance of the obligations.
3.3. The Parties are required to perform their contractual obligations properly, reasonably, with due care and in good faith, while taking into account the developed customs and practice.
3.4. A Party must compensate the other Party for direct pecuniary damage caused by a violation of its obligations. Loss of profit is not compensated.
3.5. The Parties have agreed that the liability of Nobel Digital for any violations of contractual obligations is limited to the price of the Agreement.

 

4. Liability
4.1. The Customer is liable for the correctness of the Data and the compliance of the Data with applicable laws and regulations, including compliance with the Advertising Act, as well as any consequences arising from the publication of the Data.
4.2. The Parties are liable for any violations of their respective obligations set out under the Agreement or the General Terms and Conditions, which form an integral part of the Agreement, including for the activities of the persons used by the Parties for exercising their rights and performing their obligations, or whom they allow to do that.
4.3. The violation of an obligation is excusable if the Party violated the obligation due to force majeure circumstances. Force majeure means any circumstance which is beyond the reasonable control of a Party and which, at the time the Agreement was entered into, the Party could not have been expected to take into account or avoid, or overcome the impeding circumstance or any consequences thereof.

 

5. Terms of Payment
5.1. The fee amount and the Agreement term have been set out under the terms and conditions of the Agreement. The invoicing period is a calendar month. The fee is divided into equal invoices over the invoicing period. Nobel Digital submits the first invoice to the Customer, at the latest, by the start date of the Agreement, but not later than within 30 (thirty) days starting from the conclusion of the Agreement. Any differences with respect to the fee calculation start date, the first amount invoiced and/or the settlement interval are provided for under the terms and conditions of the Agreement.
5.2. Nobel Digital issues invoices to the Customer electronically. On the basis of a written request by the Customer, the invoice is issued in paper format.
5.3. Non-receipt of the invoice does not discharge the Customer from the obligation to pay for the services in a timely manner. If the Customer does not receive an invoice, the Customer must notify Nobel Digital about the non-receipt not later than by the 15th (fifteenth) date of the calendar month following the provision of the service. Where Nobel Digital has not received a notice from the Customer about the non-receipt of an invoice by the 15th (fifteenth) date of the current month, the invoice is deemed as duly received by the Customer and the Customer is deemed to have no complaints with respect to the data set out on the invoice.
5.4. The Customer is required to pay the invoice to the bank account of Nobel Digital not later than by the due date noted on the invoice. The payment term is seven (7) calendar days starting from the issuing of the invoice.
5.5. An invoice is deemed as paid when the entire amount indicated on the invoice has accrued to the bank account of Nobel Digital, and the payment order includes the correct data and reference number of the Customer.
5.6. Nobel Digital can demand default interest payments from the Customer for amounts unpaid by the payment due date. The default interest is calculated starting from the calendar day following the day noted on the invoice as the due date, and the interest rate is 0.2% on the unpaid amount for each day of delay.
5.7. If the Customer disagrees with an invoice submitted by Nobel Digital or agrees with the invoice only partially, the Customer must inform Nobel Digital thereof immediately after receiving the invoice in accordance with clause 6.1 of the General Terms and Conditions, and state the reasons for disagreeing with the invoice. In the event of partial agreement, the Customer pays the accepted portion of the invoice. Nobel Digital reviews the Customer’s application and notifies the Customer of the outcomes of the review within ten (10) days starting from the receipt of the notice. Nobel Digital may set a later due date for the payment of the invoice. If the Customer’s application was not justified, the Customer must pay the invoice together with applicable default interest.
5.8. Nobel Digital has the right to change the service fee of an Agreement concluded for an unspecified term by notifying the Customer thereof at least 30 (thirty) calendar days in advance. As a rule, Nobel Digital reviews the prices of its services twice a year.
5.9. The accrued amounts are used firstly to cover expenses borne, secondly to cover default interest payments, thirdly to cover interest payments and lastly to cover the main liability. A liability that has become collectable earlier is settled before a main liability that became collectable later.

 

6. Amendment of the Agreement
6.1. The Agreement can be amended by agreement of the Parties, which has been made in writing or in a format reproducible in writing, or on other bases provided for under the Agreement or by law.
6.2. Nobel Digital has the right to unilaterally amend the General Terms and Conditions or enact new General Terms and Conditions.
6.3. In the case that the existing General Terms and Conditions are amended or new General Terms and Conditions are enacted, Nobel Digital publishes a relevant notification on its website. The abovementioned notification, which pertains to any upcoming amendments to the General Terms and Conditions, and the new complete text of the General Terms and Conditions, or the newly enacted General Terms and Conditions are published on Nobel Digital’s website at least 30 (thirty) days before any amendments to the existing General Terms and Conditions or the new General Terms and Conditions enter into force.
6.4. If the Customer disagrees with any amendments that were made to the existing General Terms and Conditions or disagrees with the new General Terms and Conditions, the Customer can terminate the Agreement by notifying Nobel Digital thereof in accordance with the procedure set out under clause 6.1 within 30 (thirty) days starting from the publication of the notification regarding the entry into force of the amendments or of the new General Terms and Conditions. Termination of the Agreement does not discharge the Customer from the requirement to perform its obligations which had become enforceable prior to the termination of the Agreement, and the General Terms and Conditions remain applicable with respect to the performance of such obligations.
6.5. If the Customer does not terminate the Agreement within 30 (thirty) days starting from the publication of the notification regarding the entry into force of amendments to the General Terms and Conditions or the new General Terms and Conditions, the Customer’s lack of response is deemed as an expression of agreement with the amended General Terms and Conditions or the new General Terms and Conditions, and the Customer has no complaints against Nobel Digital with respect to the amendments to the General Terms and Conditions or the new General Terms and Conditions. As of the date of their entry into force, the amended General Terms and Conditions or the new General Terms and Conditions form an integral part of the Agreement, and are legally binding on the Parties. The validity of earlier provisions and wordings of the General Terms and Conditions is deemed as expired.

 

7. Notices
7.1. Notices, agreements, approvals and other declarations of will are deemed as submitted and delivered in accordance with the Agreement if the declaration of will has been submitted to the other Party orally, in writing, in a format reproducible in writing, or electronically using the contact information set out under the Agreement. An expression of will that is communicated orally is deemed as delivered if Nobel Digital has recorded it.
7.2. If any changes occur with respect to the contact information set out under the Agreement, Nobel Digital notifies the Customer of such changes on its website, which is available at: www.nobeldigital.ee.
7.3. The Customer is required to immediately notify Nobel Digital of any changes to its contact information. The Customer can make changes to its contact information by submitting an application which is made in writing or in format reproducible in writing to Nobel Digital’s agency or contact address. In the abovementioned case, changes are made to the contact information not later than within five (5) business days starting from the receipt of the relevant application by Nobel Digital.

 

8. Extension and termination of and withdrawal from the Agreement
8.1. The Parties have agreed that if the Customer does not make its wish to discontinue the Agreement known at least 21 (twenty-one) days before the expiration of the validity of the Agreement, the Agreement is extended for a subsequent Agreement Period with a price that is indicated in the price offer, which is submitted in accordance with clause 3.1.1.
8.2. The Agreement terminates if:
8.2.1. the Agreement term expires, and the Customer does not wish to extend the Agreement in accordance with clause 8.1;
8.2.2. the Parties terminate the Agreement on the basis of a written agreement;
8.2.3. a Customer which is a legal person is dissolved;
8.2.4. a Party terminates the Agreement or withdraws from the Agreement on the basis of a written application under clause 8.3.
8.3. The Customer has the right to terminate the Agreement ordinarily at any time by notifying Nobel Digital thereof at least three (3) months in advance in accordance with the procedure set out under clause 7.1.
8.4. If the Customer ordinarily terminates a fixed term Agreement early or if Nobel Digital terminates the Agreement early due a violation of the Agreement by the Customer, Nobel Digital can charge the Customer an early termination fee. The fee amount corresponds to the amount charged for three (3) months’ invoices.
8.5. Nobel Digital has the right to terminate the Agreement, withdraw from the Agreement and/or not publish the Data in relevant Catalogues and to restrict the public visibility of the Data in the Online Catalogue or to delete the Data from an already published Online Catalogue if the Customer has failed to pay the instalments as required under the terms and conditions of the Agreement, or if the Customer has failed to submit to Nobel Digital in a timely manner the materials necessary for the publication of the Data, or if the Customer has any other unpaid pecuniary liabilities towards Nobel Digital, regardless of the basis for such pecuniary liabilities, that have become collectable. The temporary restriction or suspension of the public visibility of the Data does not affect the term of validity or the fee amount of a valid Agreement.
8.6. Termination and expiry of and withdrawal from the Agreement does not discharge a Party from the requirement to perform its obligations, which became enforceable during the validity of the Agreement, towards the other Party. The Customer must submit the application to terminate the Agreement in writing or in a form reproducible in writing.
8.7. A Party may terminate the Agreement extraordinarily if the other Party is in significant violation of the Agreement, and the violating Party has not eliminated the violation within the reasonable additional term provided by the other Party, by notifying the other Party thereof in writing or in a format reproducible in writing at least 14 (fourteen) days in advance. A significant violation of the Agreement includes, but is not limited to, any arrears of the Customer towards Nobel Digital.
8.8. If the Customer fails to properly perform its contractual payment obligations, Nobel Digital has the right to assign its debt claim against the Customer or to transfer said debt claim to a third party for collection, and to forward any data relating to the debt claim to undertakings authorised by Nobel Digital (e.g. debt collection and credit information undertakings). At the request of Nobel Digital, the Customer must compensate Nobel Digital for the expenses incurred by Nobel Digital and/or a third party with respect to the collection of debt.

 

9. Resolution of disputes
9.1. Disputes between the Parties are resolved by way of negotiations.
9.2. Failing agreement, the dispute is settled in a court of Nobel Digital’s location, i.e. in Harju District Court.

 

10. Final provisions
10.1. This wording of the General Terms and Conditions enters into force on 1 January 2018 and invalidates any preceding General Terms and Conditions of Nobel Digital.
10.2. In matters not regulated under the Agreement and the General Terms and Conditions, the Parties are governed by applicable laws and regulations, and the principles of good faith and reasonableness.
10.3. If a provision of the Agreement and/or the General Terms and Conditions is found to be in conflict with applicable laws and regulations, other provisions of the Agreement and/or the General Terms and Conditions remain unaffected.
10.4. The General Terms and Conditions are available from Nobel Digital’s website at: www.nobeldigital.ee/en/agreements

 

Nobel Digital OÜ
Registered office at: Staapli 4, Tallinn 10415
Registry code: 10047161
VAT no.: EE100289268
Bank account no.: EE271010220196163223 AS SEB Pank
Telephone: 630 0300
Website: www.nobeldigital.ee/en
E-mail: info@nobeldigital.ee