General Terms and Conditions

In force as of 1 July 2019

 

 

1. Definitions
1.1. Nobel Digital means Nobel Digital OÜ, registry code 10047161, registered office at Staapli 4, Tallinn 10415;
1.2. Customer means a person who has expressed interest in ordering services provided by Nobel Digital;
1.3. Party means Nobel Digital or the Customer, jointly referred to as the Parties;
1.4. General Terms and Conditions means these General Terms and Conditions of Nobel Digital that are applied to the relationship between the Parties;
1.5. Framework Agreement means a contract concluded between the Parties for an indefinite term under which Nobel Digital provides services to the Customer when such Services are ordered and which is subject to these General Terms and Conditions;
1.6. Price Offer means a written offer which is submitted by Nobel Digital to the Customer for each Service being provided and which includes detailed information about the Service being provided, an estimated term, the Service price and a payment schedule;
1.7. Service means a service provided by Nobel Digital to the Customer the specifications for which have been set out under a specific Price Offer.

 

2. Scope and interpretation of the General Terms and Conditions
2.1. The General Terms and Conditions apply to any and all legal relationships established between the Parties.
2.2. In addition to these General Terms and Conditions, the Parties’ relationships are governed by applicable laws and regulations, and the principles of good faith and reasonableness.
2.3. Each provision of these General Terms and Conditions is interpreted in conjunction with other relevant provisions of the General Terms and Conditions, taking into account the meaning and purpose of these General Terms and Conditions, and the practice established between the Parties.

 

3. Intellectual property
3.1. Nobel Digital unconditionally owns any and all intellectual property created under the Framework Agreement. Nobel Digital and the Customer may agree on a different legal approach to intellectual property under the Framework Agreement and/or a license contract and/or in another written format.

 

4. Terms of payment
4.1. The fee amount, contract term, settlement term and payment term are agreed on between the Parties under the Framework Agreement and/or under the Price Offer that Nobel Digital submits to the Customer.
4.2. 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.
4.3. 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 following calendar month. 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.
4.4. 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.
4.5. An invoice is deemed as paid when the entire amount indicated on the invoice has accrued to the bank account of Nobel Digital
4.6. 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.
4.7. Any additional works are paid for in accordance with agreements that Nobel Digital and the Customer conclude separately on each occasion.
4.8. 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.
4.9. If the Customer fails to pay the invoice to Nobel Digital, Nobel Digital can refuse to perform its obligation until the Customer has fully and properly paid to Nobel Digital any and all pecuniary liabilities the Customer has towards Nobel Digital, or to unilaterally terminate the Agreement without providing prior notice if the Customer has not settled its debt to Nobel Digital during the additional term provided therefor.
4.10. Termination of the Contract by Nobel Digital does not discharge the Customer from the obligation to pay for the services that Nobel Digital has provided and invoiced.
4.11. 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.

 

5. Liability
5.1. A Party must compensate the other Party for direct pecuniary damage caused by a violation of its obligations. Loss of profit is not compensated.
5.2. The Parties have agreed that the liability of Nobel Digital for any violations of contractual obligations is limited to the price of the Agreement.
5.3. Nobel Digital is not liable for outcomes that can be influenced by third parties (e.g. the number of visitors to a website may vary based on the chosen search keywords or search phrases etc.).
5.4. Nobel Digital is not liable if a Service cannot be provided, because the Customer has failed to submit necessary information (e.g. access to statistics or accounts, visuals, translations etc.).
5.5. The Parties are liable for any violations of their respective obligations that set out under the Framework Agreement, including for the activities of the persons used by them for exercising their rights and performing their obligations, or whom they allow to do that.
5.6. 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.

 

6. Filing complaints
6.1. The Customer is required to file any complaints and claims arising from the Framework Agreement to Nobel Digital, at the latest, within two (2) months starting from the date on which the claim became collectable. If the Customer fails to submit its complaints and claims to Nobel Digital within the abovementioned term or if the Customer fails to sufficiently describe Nobel Digital’s alleged violation, the Customer cannot rely on Nobel Digital’s improper performance or non-performance of the obligation.
6.2. Contrary to what is set out under clause 6.1., any complaints relating to invoices must be submitted before the payment due date noted on the invoice and set out under the Framework Agreement and/or Price Offer.

 

7. Personal data processing
7.1. Any information which is learned by the Parties in the course of performing the Framework Agreement and which is not publicly available is deemed to be confidential information the disclosure of which to third parties is prohibited, except in the cases providedexpressis verbisby law and/or with the written consent of the other Party.
7.2. In the course of providing services, Nobel Digital processes any data submitted by the Customer in a manner set out under the Privacy Policy and in accordance with applicable data protection laws and regulations. Nobel Digital processes personal data for the purposes of performing and ensuring the performance of the Framework Agreement, and on the basis of consent in accordance with Article 6(1) of the General Data Protection Regulation*.
7.3. In accordance with Article 32 of the General Data Protection Regulation, Nobel Digital implements appropriate organisational and technical measures with respect to the personal data submitted by the Customer to ensure the secure processing of such personal data.
7.4. Nobel Digital has concluded confidentiality agreements with all of its employees and service providers, and these confidentiality agreements set out that Nobel Digital’s employees and persons providing services to Nobel Digital are under an obligation to ensure the confidentiality of the Customer’s information (including personal data), which the employees and service provides have received or learned, and to ensure that any personal data are processed in compliance with applicable personal data protection laws and regulations.
7.5. Nobel Digital retains personal data in compliance with the principle of minimum necessary period of retention set out under the General Data Protection Regulation. As the data processor, Nobel Digital is required to delete any and all personal data collected or obtained under the Framework Agreement without undue delay upon the expiry of the Framework Agreement, but not later than one (1) year after providing the service set out under the Contract, unless a longer retention period is provided for under applicable laws.
7.6. Nobel Digital notifies the Customer, without delay, of any security incidents (events that damage the security of network and information systems) and any violations pertaining to personal data (including data leaks).

 

8. Amendments to the General Terms and Conditions
8.1. Nobel Digital may unilaterally amend the General Terms and Conditions, including the enactment of a new complete text for the General Terms and Conditions.
8.2. 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, or the complete text of the new General Terms and Conditions is published on Nobel Digital’s website at least 30 (thirty) days before any amendments to the General Terms and Conditions enter into force.
8.3. If the Customer disagrees with any amendments that were made to the General Terms and Conditions, the Customer can terminate the Framework Agreement by notifying Nobel Digital thereof in accordance with the procedure set out under clause 10.1. within 30 (thirty) days starting from the publication of the notification regarding the amendments’ entry into force. Termination of the Framework Agreement does not discharge the Customer from the requirement to perform its obligations which had become enforceable prior to the termination of the Framework Agreement, and the General Terms and Conditions remain applicable with respect to such obligations.
8.4. If the Customer does not terminate the Framework 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, the Customer’s lack of response is deemed as an expression of agreement with the amended General Terms and Conditions, and the Customer has no complaints against Nobel Digital with respect to such amendments.
8.5. As of the date of their entry into force, the amended General Terms and Conditions form an integral part of the Framework Agreement, and are legally binding on the Parties. Earlier wordings of the General Terms and Conditions become invalid as of the entry into force of the new General Terms and Conditions.

 

9. Expiry and Termination of the Framework Agreement
9.1. The Framework Agreement terminates if:
9.1.1. the Parties terminate the Framework Agreement on the basis of written agreement;
9.1.2. either Party terminates the Framework Agreement ordinarily;
9.1.3. either Party terminates the Framework Agreement extraordinarily;
9.1.4. reorganisation or bankruptcy proceedings are initiated against a Customer that is a legal person;
9.1.5. a Customer, which is a legal person, is dissolved without legal successors;
9.1.6. a Customer, who is a natural person, dies.
9.2. Nobel Digital has the right to extraordinarily terminate the Framework Agreement in accordance with the conditions provided for by law in case of a significant breach of contract, which includes but is not limited to any arrears of the Customer towards Nobel Digital.
9.3. If the Framework Agreement is ordinarily terminated on the basis of an agreement between the Parties or at the initiative of the Customer, the Customer is required to bear any and all expenses relating to the Framework Agreement prior to its termination.
9.4. If the basis for the termination of the Framework Agreement arises from the Customer’s violation of clause 5.4, Nobel Digital can demand the payment of a contractual penalty in the amount of up to 50% of the Framework Agreement’s residual value.
9.5. If the Customer terminates the Framework Agreement within 14 (fourteen) calendar days of the conclusion the Framework Agreement, Nobel Digital may demand that the Customer perform its contractual obligations to an extent which corresponds to the amount of one (1) month’s administrative fees.
9.6. The termination and expiry of the Framework Agreement does not discharge a Party from the requirement of performing its obligations towards the other Party that became enforceable during the validity of the Framework Agreement in question.

 

10. Communication
10.1. Notices, agreements, approvals and other declarations of will are deemed as submitted and delivered in accordance with the Framework Agreement if the declaration of will has been submitted to the other Party in writing or in a format reproducible in writing using the contact information set out under the Framework Agreement.
10.2. If any changes occur with respect to the contact information set out under the Framework Agreement, Nobel Digital notifies the Customer of such changes on its website, which is available at: www.nobeldigital.ee/en.
10.3. The Customer is required to notify Nobel Digital in a format reproducible in writing if any changes occur in the Customer’s contact information.

 

11. Governing law and dispute resolution
11.1. The Agreement is governed by Estonian law.
11.2. Any disputes between the parties are primarily resolved by way of negotiations.
11.3. If the Parties fail to reach an agreement by way of negotiations, the dispute is resolved in a court of Nobel Digital’s location.

 

12. Final provisions
12.1. This wording of the General Terms and Conditions invalidates any earlier wordings of Nobel Digital’s General Terms and Conditions.
12.2. If a provision of the Framework Agreement and/or these General Terms and Conditions is found to be in conflict with applicable laws and regulations, other provisions of the Framework Agreement and/or these General Terms and Conditions remain unaffected.
12.3. The General Terms and Conditions are available from Nobel Digital’s website at: https://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

* 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)