1. About these Terms
These Terms of Service ("Terms") are issued by Properation Consultant Limited OÜ, registry code 17176878, registered office Vesivärava tn 50-301, Kesklinna linnaosa, 10152 Tallinn, Harju maakond, Estonia ("Properation Consultant Limited OÜ", "we", "us").
They apply to (a) the use of the website at properation.co (the "Website"), and (b) services provided by us to business clients ("Client", "you") under a service agreement, proposal, Statement of Work, or order form (each an "SOW"). If an SOW or signed agreement conflicts with these Terms, the SOW or signed agreement prevails.
Our services are intended for businesses only and are not offered to consumers.
2. Services
We provide cloud software development, data analytics and reporting systems, automation and system integration, dedicated development teams, and related maintenance services. The specific scope, deliverables, milestones, acceptance criteria, schedule, fees, and support terms of each engagement are set out in the relevant SOW.
Changes to scope must be agreed in writing (a change request) and may affect price and schedule.
3. Development partners (subcontracting)
Properation Consultant Limited OÜ may perform services through qualified subcontractors, including software development companies outside the European Union. Properation Consultant Limited OÜ remains fully responsible to the Client for the services and deliverables under the SOW, and binds its subcontractors to written confidentiality, quality, and intellectual-property obligations consistent with these Terms.
4. Client obligations and representations
The Client:
- represents that it is a duly established legal entity and that the person accepting an SOW is authorised to bind it;
- will provide accurate information, including the information we reasonably request for due-diligence (KYB), sanctions, and anti-money-laundering purposes;
- will provide timely access to information, systems, and decision-makers needed for the project;
- will not use the deliverables for any unlawful purpose or in breach of applicable sanctions or export-control laws;
- is responsible for ensuring that its use of the deliverables, including any collection and processing of personal data and any use of third-party advertising platforms, complies with the laws of each market in which it operates and with those platforms' terms, and will provide evidence of any required licences on request.
We may suspend or terminate services if required information is not provided or if we reasonably believe that continuing would breach law or sanctions.
5. Fees, invoicing, and payment
- Fees are stated in the SOW. Unless otherwise agreed, invoices are payable within fourteen (14) days of the invoice date.
- For dedicated-team engagements, fees are invoiced monthly on the basis of the man-days actually provided at the rates stated in the SOW, supported by timesheets and a monthly progress report.
- Payment must be made to the account stated on the invoice, quoting the invoice number. Payments must originate from the Client; payment by a third party on the Client's behalf requires our prior written agreement.
- Fees are exclusive of any taxes, bank charges, or withholding taxes, which are borne by the Client unless otherwise agreed.
- Late payments may bear interest at the rate provided by Estonian law, and we may suspend work until overdue amounts are paid.
6. Acceptance
On delivery of a milestone, the Client has fourteen (14) days to test it against the acceptance criteria in the SOW and either sign an acceptance certificate or give written notice of specific non-conformities. We will correct notified non-conformities and resubmit the milestone. A milestone is deemed accepted if no notice is given within the review period or if it is used in production.
7. Cancellation and refunds
- Either party may terminate an SOW for convenience with thirty (30) days' written notice, unless the SOW states otherwise.
- On termination, the Client pays for accepted milestones and for work performed up to the termination date (for milestones in progress, pro rata based on work completed), plus any committed third-party costs.
- Advance payments for work not yet performed are refunded, less amounts due under the previous point. Refunds are made only to the account from which the payment was received.
- Either party may terminate immediately if the other commits a material breach that is not remedied within fourteen (14) days of notice, or becomes insolvent.
8. Intellectual property
- Deliverables. Upon full payment of the fees for the relevant deliverables, all intellectual-property rights in custom deliverables created specifically for the Client under an SOW, including source code and documentation, are assigned to the Client, unless the SOW states otherwise.
- Client materials. The Client retains all rights in its existing intellectual property (such as data, trademarks, and existing software) and grants us and our subcontractors a licence to use it solely to perform the services.
- Pre-existing materials. Tools, engines, libraries, know-how, and materials owned by Properation Consultant Limited OÜ or its subcontractors before the engagement, or developed independently of it, remain their property. To the extent they are incorporated into deliverables, the Client receives a non-exclusive, perpetual licence to use them as part of the deliverables.
- Third-party and open-source components are provided under their own licence terms, which we will identify on request.
- Website content. The content of the Website is owned by Properation Consultant Limited OÜ and may not be copied or reused without permission, except for viewing and printing for your own reference.
9. Confidentiality and data protection
Each party will keep the other's confidential information confidential and use it only for the engagement, for the term of the engagement and five (5) years thereafter. Where we process personal data on the Client's behalf, the parties will enter into a data-processing agreement in accordance with Article 28 of the GDPR. Our handling of personal data as a controller is described in our Privacy Policy.
10. Warranty
We warrant that services will be performed with reasonable skill and care, and that deliverables will materially conform to the agreed acceptance criteria for ninety (90) days after acceptance. During this period we will correct reported defects free of charge. This warranty does not cover defects caused by changes made by the Client or third parties, by third-party services, or by use outside the agreed environment. Except as stated here or in the SOW, no other warranties are given, to the extent permitted by law.
11. Limitation of liability
- Neither party is liable for indirect or consequential loss, including loss of profit, revenue, data, or business interruption.
- The total liability of Properation Consultant Limited OÜ arising out of or in connection with an SOW is limited to the fees paid by the Client under that SOW in the six (6) months preceding the event giving rise to the claim.
- Nothing in these Terms limits liability for wilful misconduct, gross negligence, or any liability that cannot be limited under Estonian law.
12. Use of the Website
The Website is provided for general information about our company and services and does not constitute an offer. We aim to keep it accurate but do not guarantee that it is complete or always available. You must not attempt to disrupt the Website, gain unauthorised access to it, or collect its content by automated means for commercial reuse.
13. Force majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control. The affected party will notify the other promptly and take reasonable steps to limit the effect.
14. Governing law and disputes
These Terms and every SOW are governed by the laws of the Republic of Estonia, excluding its conflict-of-law rules. The parties will first try to resolve any dispute through good-faith negotiation. Disputes not resolved within thirty (30) days will be settled by Harju County Court (Harju Maakohus) in Tallinn, Estonia, unless the SOW provides otherwise.
15. Changes and contact
We may update these Terms from time to time. The version published on the Website at the time an SOW is signed applies to that SOW unless the parties agree otherwise.
Contact: Properation Consultant Limited OÜ, Vesivärava tn 50-301, Kesklinna linnaosa, 10152 Tallinn, Harju maakond, Estonia. Email: [email protected].