1. General provisions

1.1. These “PauseDigital OÜ development service terms and conditions“ (hereinafter: development service terms and conditions or terms and conditions) determine the rights and obligations of PauseDigital OÜ (hereinafter: development service provider) in the provision of development services.

1.2. The terms and conditions are an integral part of the development work service provision contract

1.3. The terms and conditions deviating from the law are void.

1.4. In the case of these terms and conditions, written agreements mean an agreement enabling electronic reproduction, including those agreed in written communication by email or social media.

1.5. For unauthorized copying of a product or service created by PauseDigital OÜ, a fine of 10,000 euros applies.

2. Object of the contract

2.1. Based on the contract, the development service provider offers IT development services according to the development work requested by the client. Specific terms of service provision are agreed each time in the service provision contract.

3. Validity of the contract

3.1. The contract enters into force on the same day after the conclusion of the contract between the parties, unless otherwise agreed.

4. Planning of development works

4.1. The client of the development works informs the development service provider in writing of all necessary development works.

4.2. The development service provider confirms the performance of the corresponding work in writing. The development service provider does not carry out development activities in respect of such activities for which the development service provider has not given written confirmation.

4.3. Development works may be carried out in stages if the parties have so agreed in the service provision contract.

4.3.1. In the event that the works are carried out in stages, the client confirms its suitability after the completion of each stage.

4.4. In the event that the client wants additional developments during the development works, the additional developments, schedule and price will be agreed upon in writing.

4.5. The parties agree in writing on the deadline for the completion of the development works. In the event that the client wishes to change the completion date while the development works are being carried out, the development service provider must confirm in writing the acceptance of the change in the completion date.

5. Warranty

5.1. Development works completed by the development service provider are guaranteed for one year.

5.2. The warranty is terminated if the client or a third party has made changes to the completed development works.

5.3. Performance of warranty work is free of charge by the development service provider.

6. Liability

6.1. The parties to the service provision agreement are responsible for violations of the agreement in accordance with the agreement and the provisions of the law.

6.2. The contracting party is not liable for breach of contract if the party's breach results from the other party's breach of contract.

6.3. The breaching party shall compensate the direct property damage caused by the breach of the contract and/or termination due to the breach of the contract, including reasonable legal, collection and other costs.

6.4. Compensation is paid upon the first demand of the injured party. Loss of income and non-pecuniary damage will only be compensated for willful breach of contract.

6.5. The total property liability of the parties to the contract is limited to the total value of the contract. This limitation shall not apply to willful breach of contract.

6.6. The Party is not liable for indirect damage, including but not limited to business interruption, loss of data, damage to reputation or loss of income, except in the case of intentional violation.

6.7. A Party shall not be liable for breach of contract if the breach is due to force majeure that the Party could not foresee or influence. The Party shall notify the other Party of the force majeure circumstances as soon as possible.

7. Terms of payment

7.1. When ordering a development service, the provider of development works submits a price for the execution of the corresponding development works, plus VAT.

7.2. The development service provider and the client agree separately on the price of additional developments added during the development works.

7.3. The development service provider has the right to submit interim invoices to the client for large-scale development works.

7.4. If the client delays payment for development works, the development service provider has the right to charge the client 0.05% of the delay per day for each calendar day until the invoice is paid.

7.5. The Contractor has the right to suspend the performance of the Work if the Client delays payment until the unpaid amount has been received in full. The running of the deadlines for the performance of the Work shall not be counted during the period of suspension of work, and the corresponding deadlines shall be automatically extended by the duration of the suspension.

8. Handover and acceptance of the Work

8.1. The Client is obliged to review the Work and submit written complaints to the Contractor regarding non-conformity of the Work no later than 5 working days after the handover of the Work. If the Client does not submit justified complaints within the specified period, the Work shall be deemed accepted and duly performed.

8.2. In the event of justified complaints, the Contractor shall eliminate the defects in the Work within a reasonable time, taking into account the nature and extent of the defects.

8.3. Upon acceptance of the Work, the Contractor's obligations regarding the Work shall be deemed fulfilled, except in the cases provided for in the standard terms and conditions.

9. Obligations of the Client

9.1. The Client undertakes to cooperate with the Contractor in good faith and to provide the information, materials, content and access necessary for the proper performance of the Work in a timely manner and in the agreed volume.

9.2. The Client undertakes to appoint one contact person who is entitled to give instructions and confirmations related to the Work and who is responsible for communication with the Contractor.

9.3. The Client undertakes to provide feedback on questions, interim reviews and work results submitted by the Contractor within a reasonable time, but not later than within 5 (five) working days, unless the parties agree otherwise.

9.4. If the Client fails to fulfill the obligations set out in this chapter, the Contractor has the right to:

a) suspend the performance of the Work until the obstacle is removed; and/or

b) extend the deadlines for the performance of the Work by a corresponding delay.

9.5. The Client is responsible for the legality of the materials, including content and data, transmitted by it, including that their use does not violate the rights of third parties.

10. Obligations of the Contractor

10.1. The Contractor undertakes to perform the Work in accordance with this Agreement and its annexes and to provide services professionally and in accordance with good practices.

10.2. The Contractor undertakes to inform the Client within a reasonable time of circumstances that may affect the performance of the Work, deadlines or the result of the Work.

10.3. The Contractor has the right to use subcontractors and third parties, provided that the Contractor is responsible for their actions under this Agreement.

10.4. The Contractor shall not be liable for any non-compliance of the Work with the requirements to the extent that it results from the instructions, materials, content or other circumstances dependent on the Client.

11. Intellectual Property

11.1. All works created under the employment contract, including but not limited to software, source code, designs, documentation, visuals and other work results (hereinafter referred to as the Work Result) belong to PauseDigital OÜ until full payment for the Work has been received.

11.2. After full payment for the Work Result, PauseDigital OÜ shall transfer to the Client all proprietary copyrights related to the Work Result, to the extent and in the manner necessary for the use of the Work Result for the purpose specified in the contract, indefinitely and without territorial restrictions.

11.3. This does not grant the Client any rights to any prior source code, working methods, frameworks, templates, libraries, know-how or other information belonging to PauseDigital OÜ that PauseDigital OÜ has used in creating the Work Result.

11.4. PauseDigital OÜ has the right to use the Work Result, including its descriptions and visuals, in its portfolio, website and marketing materials, unless the parties have agreed otherwise in writing.

11.5. PauseDigital OÜ confirms that, to the best of its knowledge, the Work Result does not infringe the intellectual property rights of third parties.

12. Termination of the contract

12.1. The contract for the provision of development services ends when the obligations agreed in the contract for the provision of services have been fulfilled.

12.2. The service provision agreement can also be terminated by agreement of the parties.

13. Obligation of confidentiality

13.1. Information regarding the contract and the execution of the contract will be kept confidential and will not be disclosed to third parties without the consent of the other Party.

13.2. The obligation of confidentiality also applies after the termination of the contract. The obligation of confidentiality expires five (5) years after the date of termination of service, unless otherwise provided by law.

13.3. Employees or other persons who leave their position with one of the contracting parties.

13.4. In the event of a breach of confidentiality, the responsible party shall take reasonable measures to prevent or mitigate the damage caused to the other party.

13.5. A party has the right to forward information related to the agreement to a state authority without the permission of the other party to the agreement.

14. Applicable law

14.1. The development service provision agreement shall be subject to the legislation of the Republic of Estonia.

15. Jurisdiction

15.1. Disputes related to the agreement shall be resolved in Harju County Court.

Last updated: 26.01.2026.

PauseDigital OÜ reserves the right to unilaterally amend the standard terms and conditions.

The amended standard terms and conditions shall apply only to contracts concluded after the amendments enter into force, unless the parties agree otherwise in writing.

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