General Terms & Conditions

1. General
The following terms and conditions shall apply to all contracts for marketing services between SEO SEAL OÜ and the client. Contradictory terms and conditions shall not become part of the contract, even if SEO SEAL OÜ does not expressly object.

2. Subject of earnings, rights of use
2.1 The services rendered by SEO SEAL OÜ shall be its intellectual property, to which the client shall in principle only be granted simple rights of use. The rights of use are limited to the offered project between SEO SEAL OÜ and the client. The provisions of the Copyright Act shall apply at least mutatis mutandis, even if the necessary requirements for protection are not met.
2.2 For the elements created in the project, the client shall be granted an international, temporally unlimited simple right of use. There is no right to sell or process the motifs and data by third parties. Changes to the work require the approval of the client.
Should the client wish to pass on the motifs to third parties or have them processed by third parties, this must be communicated in advance. In this case, an additional fee for granting the right to edit must be agreed upon. The regular usage factor is 3.5 times the fee; open data is not included. All copyrights not agreed upon as well as further rights of use are exclusively with the author and remain with him until further contractual agreement.
2.3 The contract shall not include legal examinations, in particular it shall not include the examination of the admissibility of the work of SEO SEAL OÜ under competition law and shall not include the examination of the registrability or usability of the work of SEO SEAL OÜ under trademark or other protection law. The client is responsible for research and the legal admissibility of the use.

3. Release, remuneration, transfer of rights
3.1 The client shall receive drafts for information and approval. This does not transfer any rights to the client. Drafts are to be released by the client for final completion. If completion is not possible on the basis of the original offer, SEO SEAL OÜ shall prepare a new offer for acceptance by the client. Payment shall then be made for the entire service on the basis of the offers made.
3.2 The rights of use shall only be transferred to the client after full payment of the remuneration. Until this point in time, SEO SEAL OÜ shall retain all rights/property. The data and files created in fulfillment of the contract shall also remain the property of SEO SEAL OÜ. SEO SEAL OÜ is not obliged to hand over data and files to the client. If the client desires their release, this shall be agreed upon and remunerated separately.

4. Payment due date, acceptance, default
4.1 The remuneration shall be due for payment without deduction upon acceptance of the work. If the services commissioned are accepted in parts, a corresponding partial payment shall be due in each case upon such partial acceptance. In the case of financially or time-consuming services, SEO SEAL OÜ shall be entitled to demand appropriate down payments (1/3 of the total remuneration at the time the order is placed / upon completion of 50% / upon acceptance). Acceptance may not be refused for creative-artistic reasons (8.1).

4.2 In the event of default in payment, interest on arrears shall be charged at a rate of 5 percentage points above the respective base interest rate. The assertion of a proven higher damage is possible. In the event of default in payment for partial services, SEO SEAL OÜ shall be entitled to render further services concurrently against prior payment.

5. External services
5.1 SEO SEAL OÜ shall be creatively active according to 2.1 and 8.1. However, the delivery of a work may require external services (e.g. proofreading, printing, programming, etc.), which shall be specified in the offer. SEO SEAL OÜ shall be entitled to order the external services necessary for the fulfillment of the order in the name and for the account of the customer and to be remunerated by the customer. The client undertakes to grant SEO SEAL OÜ the corresponding powers of attorney.
5.2 Insofar as in individual cases contracts for external services are concluded in the name and for the account of SEO SEAL OÜ, the client shall indemnify SEO SEAL OÜ internally against all liabilities arising from the conclusion of the contract.

6. Self-promotion
SEO SEAL OÜ shall be entitled to refer to its activities on behalf of the client. SEO SEAL OÜ shall be entitled to use all work resulting from the fulfillment of the contract for the purpose of self-promotion in all media.

7 Liability
7.1 SEO SEAL OÜ shall only be liable for damages incurred (e.g. to templates provided) in the case of intent and gross negligence, except for damages resulting from injury to life, body or health. SEO SEAL OÜ shall also be liable for such damages in case of slight negligence. In general, SEO SEAL OÜ shall only be liable for slight negligence if a cardinal obligation is violated, compliance with which is of particular importance for the achievement of the purpose of the contract.
7.2 SEO SEAL OÜ shall not be liable to the client for orders placed with third parties in the name and on behalf of the client (5.1), unless SEO SEAL OÜ is at fault in the selection process. In such cases SEO SEAL OÜ shall only act as an intermediary.
7.3 With the release of drafts (3.1) by the client, the client shall assume responsibility for the accuracy of the work (e.g. text and images). After approval SEO SEAL OÜ shall not be liable for these drafts.

8. Freedom of design, execution of the order, templates
8.1 Within the scope of the order there shall be freedom of design. Complaints regarding the artistic design shall be excluded. If the Client wishes to make changes during or after the production, he shall bear the additional costs incurred.
8.2 If the execution of the order is delayed for reasons for which the client is responsible, SEO SEAL OÜ shall be entitled to demand an appropriate increase in the remuneration. In the event of intent or gross negligence, SEO SEAL OÜ shall also be entitled to claim damages. This shall not affect the assertion of further damage caused by delay.
8.3 The client assures that he is entitled to use all templates handed over to SEO SEAL OÜ. Should he not be entitled to use them contrary to this assurance, the client shall indemnify SEO SEAL OÜ from all claims for compensation by third parties.

9. Termination
In the event of premature termination of the contract by the client, SEO SEAL OÜ shall receive the agreed remuneration, however, SEO SEAL OÜ shall be entitled to deduct any expenses saved or substitute orders carried out or maliciously omitted. In the event of termination prior to commencement of work, however, the remuneration shall amount to at least 10% of the agreed remuneration. The client reserves the right to prove actual lower performance or higher expenses. The right to extraordinary termination remains unaffected.

10 Final provisions
10.1 Except for contracts with consumers, the place of performance and jurisdiction is exclusively Tallinn. The law of the Republic of Estonia shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods.
10.2 If any of the above terms and conditions is invalid, this shall not affect the validity of the remaining terms and conditions.