General Terms and Conditions of Agreement for Website Search Engine Optimisation (SEO) Services

 

1. Object of Agreement
1.1. Under this agreement (hereinafter the Agreement), Nobel Digital OÜ (hereinafter Nobel Digital) provides website search engine optimisation services (hereinafter SEO Services) to the customer (hereinafter the Customer).

 

2. Order
2.1. To purchase SEO Services, the Customer must submit a standard format order (hereinafter the Order) to Nobel Digital, and include any data and information which are necessary for the provision of SEO Services in the Order submitted to Nobel Digital. The Customer is required to explain to Nobel Digital, both upon submitting the Order as well as in the course of the entire validity term of the Agreement, the purposes of and requirements for the SEO Service that the Customer ordered, and provide instructions and clarifications necessary for the provision of the SEO Service.
2.2. Nobel Digital has the right to submit proposals to the Customer for the submission and clarification of the Order, and provide instructions and other information.
2.3. The Customer places an Order with Nobel Digital in writing or electronically and the Customer confirms its agreement with these General Terms and Conditions by signing the Order or by including with the Order a separate confirmation made in writing or electronically. These General Terms and Conditions form an integral annex to the Agreement.
2.4. The Agreement does not enter into force until Nobel Digital has submitted an Order confirmation which is made in writing or submitted electronically to the Customer.
2.5. By signing the Order, the Customer confirms that the data included in the Order are correct, relevant and in compliance with applicable legal requirements and good morals. The Customer also confirms that the publication of any data included in the Order – including texts, shapes and graphical or other types of designs – and the processing of such data by Nobel Digital in accordance with clause 2.7 of these General Terms and Conditions does not violate other persons’ copyrights or other rights.
2.6. Nobel Digital has the right to Refuse to perform the Agreement if Nobel Digital suspects that the performance of the Order may damage the rights of third parties or that the data submitted in the Order may be in violation of laws and regulations or good morals.
2.7. Any files (including, but not limited to, texts, photos and graphics) that the Customer submits to Nobel Digital must be of the best possible quality. The Customer hereby provides Nobel Digital with an irrevocable and unlimited right to technically adjust, without separately obtaining the Customer’s consent on each occasion, any sign-based information (logos, images) and graphical designs included with the Order, while ensuring that the information remains visually unaltered.
2.8. The Customer is fully liable for the correctness of any data submitted to Nobel Digital, for the compliance of such data with applicable legal requirements, as well as for any unlawful consequences arising from the publication of the data included in the Order.
2.9. The Customer’s representative confirms that they are authorised to conclude the Agreement with Nobel Digital and to submit Orders to Nobel Digital in the name of the Customer.

 

3. Provision of SEO Service
3.1. Nobel Digital provides a website SEO Service on the basis of the data that the Customer submitted in its Order.
3.2. Nobel Digital provides the SEO Service based on the package chosen by the Customer.
3.3. The purpose of the SEO Service is to improve the findability of a website in search engine queries by technically optimising the website itself. The Customer agrees that Nobel Digital does everything reasonably possible to improve the position of the Customer’s website in search engine queries, but Nobel Digital cannot guarantee that a specific goal is achieved, because the outcome is contingent on circumstances outside the control of Nobel Digital (including the quality of the Customer’s website and the search engine operators).
3.4. The precondition for the provision of the SEO Service is the submission by the Customer to Nobel Digital, using an e-mail address determined by Nobel Digital, of access codes necessary for the website for which the SEO Service is ordered, CMS (Content Management System) and FTP (File Transfer Protocol).
3.5. Nobel Digital commences the provision of the SEO Service within one (1) week starting from the moment the Customer has submitted to Nobel Digital the necessary CMS, FTP and database access codes, and has paid an advance payment in accordance with clause 4.2 of these General Terms and Conditions.
3.6. The Customer is required to submit to Nobel Digital any data necessary for the optimisation of the website not later than 90 (ninety) days starting from the payment of the advance payment. If the Customer fails to submit the aforementioned data, Nobel Digital has the right to unilaterally withdraw from the Agreement without giving prior notice, and the already paid advance payment is deemed as a contractual penalty for the Customer’s violation of the Agreement with respect to which the Customer has no right to demand repayment.
3.7. Nobel Digital submits to the Customer a report which is drawn up based on the works carried out in the course of the SEO Service and outcomes thereof, based on the package chosen by the Customer.
3.8. Nobel Digital is required to make a complete copy of the files and databases of the Customer’s website to the Customer’s server that can be used to restore the website in its original form where necessary. Nobel Digital must not download the databases of the Customer’s website at its own initiative without the appropriate consent of the Customer.
3.9. Since the provision of the SEO Service requires the processing of files relating to the Customer’s website, the Customer hereby provides Nobel Digital with irrevocable and unlimited consent for such processing, except for cases in which the agreed cooperation is limited solely to consulting (i.e. in cases where the Customer’s experts implement changes themselves based on the recommendations provided by Nobel Digital’s experts).3.10. The Customer is required to provide Nobel Digital with properly authorised access to the Google Analytics and Google Search Console accounts associated with the Customer’s website. If the Customer has not previously created the abovementioned accounts, Nobel Digital creates these accounts in the course of providing the SEO Service. Nobel Digital must provide the Customer access to the Google Analytics and Google Search Console accounts that Nobel Digital created.

 

4. Fee for performing the Agreement and terms of payment
4.1. The Customer must pay a fee to Nobel Digital for the provision of the SEO Service and for carrying out additional work. The fee amount is determined by the offer and price list that Nobel Digital submits to the Customer on the basis of the SEO Service package chosen by the Customer andthe actual amount of work performed by Nobel Digital. Value added tax is added to the fee.
4.2. Nobel Digital is not obligated to perform the Order, among other instances, until the first instalment for service packages KASV, KASV+ or PAINDLIK 1 or, in the case of the ONSITE package, at least 50% of the Order price has been paid. The remaining portion of the fee for the provision of the SEO Service is to be paid by the due dates and in accordance with the payment terms agreed between the Customer and Nobel Digital.
4.3. Any additional work is paid for in accordance with agreements that Nobel Digital and the Customer conclude separately on each occasion, or absent an agreement, on the basis of Nobel Digital’s price list.
4.4. The Customer makes payments to Nobel Digital for the performance of the Agreement on the basis of invoices Nobel Digital issues therefor. All invoices submitted by Nobel Digital to the Customer must be paid not later than within 10 (ten) days starting from the date on which the invoice was issued, unless a longer payment term is set out on the invoice submitted to the Customer.
4.5. 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.
4.6. If the Customer fails to make payments which are payable under the Agreement or on the basis of invoices in a timely manner, Nobel Digital has the right to demand default interest payments from the Customer at the interest rate of 0.2% on the unpaid amount for each day of delay.

 

5. Liability
5.1. The Customer is required to file any complaints and claims arising from the 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.
5.2. If Nobel Digital causes damage to the Customer’s website in the course of providing the SEO Service, Nobel Digital must eliminate any damage at its own expense.
5.3. Nobel Digital is not liable for any changes which may influence the search results relating to the website that the Customer or a third party made to the website during or after the provision of the SEO Service.
5.4. In the case of a breach of the Agreement, the Party that breached the Agreement is not liable to the other Party for any loss of profit or non-pecuniary damage. Nobel Digital’s liability for any breaches of its obligations is limited to the amount of the fee for the performance of the Agreement set out under clause 4 of the Agreement. Limits to liability set out under this clause do not apply where a Party violates the Agreement wilfully or due to gross negligence.
5.5. If the Customer withdraws from the Agreement or terminates the Agreement early for reasons independent of Nobel Digital or if Nobel Digital terminates the Agreement extraordinarily due to the Customer’s violation of the Agreement, any and all fees paid by the Customer to Nobel Digital remain with Nobel Digital, regardless of the amount of work actually performed or services actually provided by Nobel Digital by the time the Agreement terminates.
5.6. If the Customer terminates the Agreement, the Customer must notify Nobel Digital thereof at least 30 (thirty) calendar days in advance, and pay for the SEO Service already provided prior to the termination of the Agreement as required under the Agreement.

 

6. Implementing provisions
6.1. The Agreement has been concluded for a fixed term based on the term set out in the Order (hereinafter the Agreement Period). If a Party does not inform the other Party of their wish to discontinue the Agreement before the expiry of an ongoing Agreement Period, and the Parties have not previously agreed otherwise, the Agreement is extended for an additional Agreement Period. Any subsequent extensions of the Agreement follow the same procedure.
6.2. The Agreement is governed by Estonian law. Disputes and disagreements arising from the Agreement, which cannot be resolved by way of negotiations, are resolved in Harju District Court in the first instance.

 

7. Amendment of the Agreement
7.1. The Agreement may 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.
7.2. Nobel Digital may unilaterally amend the General Terms and Conditions or enact new General Terms and Conditions.
7.3. 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.
7.4. 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 7.1 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.
7.5. 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.

 

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