Terms & Conditions

1. Introduction

These Terms and Conditions ("Terms") govern your use of the website and services provided by Serokell OÜ ("Company," "we," "our," or "us"), a limited liability company registered in Estonia with registration number 14049961.

By accessing our website or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

2. Company Information

3. Definitions

• "Services" means computer programming, software development, and related technical services provided by the Company
• "Client" means any individual or entity that engages the Company for Services
• "Agreement" means any contract, proposal, or statement of work between the Company and Client
• "Deliverables" means the work products, software, or materials created by the Company
• "Website" means the Company's website accessible at the domain where these Terms are posted

4. Services

4.1 Service Scope

The Company provides computer programming services including but not limited to:

• Web application development
• Mobile application development
• Backend system development
• Cloud solutions and deployment
• System integration services
• Technical consulting and architecture design

4.2 Service Areas

The Company primarily serves clients in CIS countries, excluding the Russian Federation. Services may be provided to other regions at the Company's discretion.

4.3 Service Agreements

Specific services will be governed by separate written agreements that incorporate these Terms by reference. In case of conflict, the specific service agreement will prevail.

5. Client Obligations

5.1 Cooperation

Clients must:

• Provide accurate and complete information
• Respond to requests for information in a timely manner
• Provide necessary access to systems and resources
• Designate authorized representatives for project decisions
• Review and approve deliverables within agreed timeframes

5.2 Content and Materials

Clients are responsible for ensuring that any content, materials, or information provided to the Company:

• Do not infringe third-party rights
• Comply with applicable laws and regulations
• Are accurate and appropriate for the intended use

6. Payment Terms

6.1 Fees and Expenses

Payment terms will be specified in individual service agreements. Unless otherwise agreed:

• Invoices are payable within 30 days of issuance
• Late payments may incur interest charges at 1.5% per month
• All payments are in EUR unless otherwise specified
• Clients are responsible for applicable taxes

6.2 Expenses

Reasonable expenses incurred in providing services will be charged to the Client with prior approval.

7. Intellectual Property

7.1 Ownership

Unless otherwise agreed in writing:

• The Company retains ownership of pre-existing intellectual property
• Custom developments created specifically for a Client will be owned by the Client upon full payment
• The Company retains the right to use general knowledge, skills, and experience gained

7.2 License

The Company grants Clients necessary licenses to use deliverables for their intended business purposes.

7.3 Third-Party Components

Deliverables may include third-party components subject to separate license terms. Clients are responsible for compliance with such licenses.

8. Confidentiality

8.1 Confidential Information

Both parties acknowledge they may receive confidential information and agree to:

• Maintain confidentiality of such information
• Use confidential information only for authorized purposes
• Return or destroy confidential information upon request
• Limit access to authorized personnel

8.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available or becomes public through no breach
• Was known prior to disclosure
• Is independently developed
• Is required to be disclosed by law

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party warrants that:

• It has authority to enter into agreements
• Performance will not violate third-party rights
• It will comply with applicable laws

9.2 Service Warranties

The Company warrants that services will be performed with professional skill and care in accordance with industry standards.

9.3 Disclaimers

EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Limitation of Liability

10.1 General Limitations

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• The Company's total liability shall not exceed the fees paid for the specific services giving rise to the claim
• Neither party shall be liable for indirect, incidental, or consequential damages
• The Company shall not be liable for loss of profits, data, or business opportunities

10.2 Exceptions

Limitations do not apply to:

• Willful misconduct or gross negligence
• Breach of confidentiality
• Indemnification obligations
• Liability that cannot be limited by law

11. Indemnification

Each party agrees to indemnify and hold harmless the other party from claims arising from:

• Breach of these Terms
• Negligent or wrongful acts
• Violation of applicable laws
• Infringement of third-party rights

12. Force Majeure

Neither party shall be liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, government actions, labor disputes, or technical failures.

13. Termination

13.1 Termination Rights

Either party may terminate an agreement:

• For material breach if not cured within 30 days of notice
• For insolvency or bankruptcy of the other party
• As specified in the relevant service agreement

13.2 Effect of Termination

Upon termination:

• All unpaid fees become immediately due
• Each party returns or destroys confidential information
• Provisions that should survive termination remain in effect

14. Governing Law and Jurisdiction

14.1 Governing Law

These Terms are governed by the laws of Estonia, without regard to conflict of law principles.

14.2 Jurisdiction

Any disputes arising from these Terms or related services shall be subject to the exclusive jurisdiction of Estonian courts.

14.3 Dispute Resolution

Parties agree to attempt good faith resolution of disputes before initiating formal proceedings.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any applicable service agreements, constitute the entire agreement between the parties.

15.2 Amendment

These Terms may be amended only by written agreement signed by both parties. The Company may update website terms with notice.

15.3 Severability

If any provision is deemed invalid, the remaining provisions shall continue in effect.

15.4 Assignment

Rights and obligations may not be assigned without prior written consent, except the Company may assign to affiliates or in connection with a business transfer.

15.5 Notices

Notices must be in writing and delivered to the addresses specified in service agreements or as updated by the parties.

16. Website Terms

16.1 Acceptable Use

Users of our website agree not to:

• Use the website for unlawful purposes
• Interfere with website operation
• Attempt unauthorized access
• Transmit harmful content

16.2 Content Accuracy

While we strive for accuracy, we do not warrant that website content is complete, current, or error-free.

16.3 Privacy

Use of our website is subject to our Privacy Policy, which is incorporated by reference.

17. Contact Information

For questions about these Terms, contact us at: