Terms & Conditions

Create et Scribe OÜ, registration number: 16821822
Registered office: Narva mnt 7 7-557, Kesklinna linnaosa, Harju maakond Tallinn, Estonia, 10117

These Standard Terms and Conditions apply to Create et Scribe OÜ Design Services and related services and constitute the public offer.
These Terms and Conditions and Statement of Work (as defined below) shall constitute the binding agreement (as defined below) between Create et Scribe OÜ and the Customer (as defined below).

Design Services
1. GENERAL: These standard terms and conditions, Purchase Order (-s) (“PO”) and Create et Scribe OÜ (“CeS”) written specifications, quotations and proposals to which these standard terms and conditions are attached (collectively “Agreement”) shall apply to and are automatically incorporated in, all quotations, orders, agreements and contracts for services (including without limitation, services training, programming, design, consulting, maintenance, engineering, parts and repair services) (collectively, “Service”) purchased or received by any and all customers or recipients (collectively, the “Customer”) from CeS. No addition to or modification of this Agreement will be accepted by or binding upon CeS unless consented to in writing and signed by an authorized CeS representative (and such consent may be withheld by CeS for any reason or no reason). Any and all terms and conditions that may be proposed by the Customer or appear in any PO and/or any document or instrument from the Customer, shall automatically be deemed to be objected to and not accepted by CeS unless consented to in writing and signed by an authorized CeS representative (and such consent may be withheld by CeS for any reason or no reason), and this Agreement shall take precedence, prevail, control and solely govern in all instances. The Agreement contains the entire understanding and agreement of CeS and the Customer concerning the subject matter thereof, and there are no promises, agreements, conditions, understandings, warranties or representations (oral or written, express or implied) regarding the subject matter of this Agreement other than as set forth in this Agreement. Any and all prior agreements with respect to the subject matter of this Agreement are hereby revoked and forever terminated. The Agreement is and is intended by CeS and the Customer to be, an integration of any and all prior agreements or understandings (oral or written) with respect to the subject matter of this Agreement, and this Agreement shall not be amended or modified except upon the written agreement of CeS. The Agreement shall survive the delivery and/or completion of any Services described in this Agreement. The Customer acknowledges that it has read the Agreement, understands the Agreement, and agrees to be bound by the Agreement.

2. ACCEPTANCE: All POs are subject to acceptance by CeS. POs are not binding upon CeS until accepted by an authorized CeS representative. CeS reserves the right to refuse service, terminate accounts or cancel orders in its sole discretion. Any information exchange between CeS and the Customer within the scope of the Agreement shall be maintained via e-mail by the authorized representatives of the involved parties.

3. ORDERS: Unless otherwise stated on the quote, CeS quotes are invitations to tender and are subject to change at any time without notice. If CeS consents to Customer’s request to terminate or cancel a PO or reduce the scope of Service for such PO, then in addition to (and not in limitation of) any and all rights and/or remedies provided in this Agreement, at law or in equity, the Customer shall be liable for and shall promptly pay and reimburse CeS for, all costs incurred by CeS associated with such purchase, including but not limited to: back-charges from vendors, labor expended including time spent in the process of terminating the project, liabilities and obligations incurred by CeS, plus cancellation charges equal to fifteen percent (15%) of the cancelled portion of the project cost, in relation to such purchase.

4. SCOPE CHANGES: The purchase price and delivery cost charged by CeS to the Customer for the Services ordered by the Customer, may be increased by CeS as a result of the Customer’s changes to the requirements, specifications, or assumptions set forth in CeS’s written specifications, quotation, or order acknowledgement, and the Customer shall pay such increased purchase price and costs within thirty (30) days of the date of CeS’s invoice therefor.

5. DELIVERY: Delivery dates are merely estimates, but every reasonable effort will be made to deliver according to schedule. Delivery times do not include time for Customer to provide technical or requirements data or information necessary for CeS’s performance, nor time for Customer’s review and approval of interim milestone deliverables. Customer agrees that CeS shall not be responsible or liable for any damages arising out of or related to any failure to deliver the Services within the time prescribed therefor. CeS is not liable for delays in delivery, for partial or early deliveries and Customer shall accept delivery. Customer may not cancel any other POs based on delayed delivery of any part of a PO.

6. SERVICE ACCEPTANCE: Shall the Customer consider the delivered Services as non-compliant with the provisions of this Agreement (including the provisions of PO), the Customer shall be eligible not to accept the Services, if CeS is duly notified within three business days after the delivery; otherwise, Customer is deemed to have accepted the Services. In the events specified in this section the CeS shall either (i) agree to the Customer’s claims and rectify the discrepancies with every reasonable effort or (ii) appoint an independent auditor to consider the Customer’s claims. The independent auditor’s conclusion shall be final and binding both to Customer and CeS.

7. SERVICE INFORMATION: Service information (for example, statements or advice (technical or otherwise), and information related to a Service’s specifications and features is provided by CeS on an “AS IS” basis and does not form a part of the properties of the Service. CeS makes no representation as to the accuracy or completeness of the Service information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE SERVICE INFORMATION. CeS recommends Customer validate any Service information before using or acting on such information. All Service information is subject to change without notice. CeS is not responsible for typographical or other errors or omissions in Service information.

8. DISCLAIMER. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE HEREUNDER AND USES THE SAME AT ITS OWN RISK. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND THEIR DESIGN ARE PROVIDED “AS‐IS”, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION GIVEN BY CES, ITS AFFILIATES, CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY ADDITIONAL WARRANTY. CES DOES NOT REPRESENT THAT THE SERVICES WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, BE UNINTERRUPTED, SECURE OR ERROR FREE.
CUSTOMER ASSUMES ALL RISK AND LIABILITY FOR USE OF THE SERVICES AND AGREES TO DEFEND, INDEMNIFY AND HOLD CES AND ITS AFFILIATES HARMLESS AGAINST ALL LOSSES, LIABILITIES, CLAIMS AND DAMAGES IN CONNECTION WITH THE USE OF THE SERVICES.

9. INDEMNIFICATION. Customer agrees to defend, indemnify and hold harmless CeS and its subsidiaries, affiliates, directors, officers, employees, agents and subcontractors against all claims, damages, losses and liabilities (including reasonable and documented costs, expenses and attorney’s fees, and costs of establishing rights to indemnification) (collectively “Losses”), to the extent arising out of or resulting in whole or in part from any actual or alleged claim (each, a “Claim”) of any of Customer’s customers or any third party (including employees of Customer or CeS), (i) for breach of this Agreement or a PO by Customer, (ii) that Customer or the Service failed to comply with any applicable rules, laws, or regulations (except to the extent such compliance is being provided by CeS as specified in a PO), or (iii) for willful misconduct or negligent act or omission of Customer, its employees or its agents; provided that Customer shall not indemnify any such parties set forth above to the extent that the applicable Claim is a result of willful misconduct or grossly negligent act or omission of CeS or the applicable affiliates, in which case CeS shall fully indemnify Customer for any and all Losses with respect to such Claim.

10. LIMITATION OF LIABILITY: CES’S LIABILITY ON ANY ACTIONS, CLAIMS, OR CAUSES OF ACTION ARISING FROM OR RELATED TO THE AGREEMENT, THE PERFORMANCE OR BREACH OF THE AGREEMENT OR CONNECTED IN ANY MANNER WITH THE SUPPLYING OF ANY SERVICES HEREUNDER, THE DESIGN, THE SALE, RESALE, OPERATION OR USE ALLOCABLE TO SUCH PART OR SERVICES THEREOF INVOLVED IN THE CLAIM, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND FOR PROPERTY DAMAGE, PERSONAL INJURY AND DEATH) OR OTHER GROUNDS, SHALL NOT IN ANY EVENT EXCEED THE PURCHASE PRICE PAID FOR THE PARTS OR SERVICES INVOLVED IN THE CLAIM, REGARDLESS OF CAUSE OR FAULT. IN NO EVENT SHALL CES BE LIABLE FOR CLAIMS BASED UPON BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED WARRANTY, OR NEGLIGENCE FOR ANY DAMAGES, WHETHER DIRECT, IMMEDIATE, OR FORESEEABLE FOR ANY EXPENSES INCURRED BY REASON OF THE USE OR MISUSE, DESIGN OR SALE OF THE SERVICES, WHICH DO OR DO NOT CONFORM TO THE AGREEMENT. CES SHALL NOT BE RESPONSIBLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUES, SALES, DATA, BUSINESS, GOODWILL OR USE, EVEN IF CES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION IN ANY OTHER AGREEMENT OR DOCUMENT. Any cause of action against CeS must be instituted within one (1) year from the date of purchase or provision of the Services.

11. FORCE MAJEURE: CeS shall not be liable or responsible for any losses or damages caused by any detentions, delays or failures to perform resulting in whole or in part from accidents, fires, Acts of God, severe weather conditions, labor disruptions, government decrees or controls, insurrections, war, risks, shortages, inability to procure or ship product or obtain permits and licenses, insolvency or other inability to perform by the manufacturer or supplier, delay in transportation, any other commercial impracticability and/or any circumstances beyond the control of CeS in its business operations.

12. INTELLECTUAL PROPERTY RIGHTS:
a) Unless otherwise expressly agreed between the parties, all ownership, rights, title and interest to or in all rights, title or interest for or associated with the Services (including but not limited to intellectual property therefor; collectively, the “IP Rights”) shall be the sole and exclusive property of CeS. Upon the Customer’s payment in full to CeS of the total purchase price and related project costs incurred by CeS, CeS will assign all such IP Rights exclusively and royalty-free to the Customer. CeS shall retain its rights to the underlying engineering knowledge, design practices, technology, processes, etc. that were utilized by CeS in creating the Services per the specifications of Customer. The Services offered for sale by CeS may be subject to patent, trademark, copyright, design and other rights of third parties. CeS shall in no event whatsoever be responsible or liable in the event of any claim of infringement of any such rights.

b) Customer will indemnify, defend and hold CeS and its affiliates, agents, officers, directors, employees and subcontractors harmless from and against all claims, damages, losses and reasonable expenses (including but not limited to reasonable attorneys’ fees), to the extent arising out of or resulting in whole or in party from i) any claim that the design or the Services provided by Customer infringe a third party patent, copyright, trademark, trade secret or other intellectual property right.

13. AGENCY CERTIFICATION AND APPROVAL: CeS makes no claims, representations or warranties with respect to agency certifications or approval unless otherwise specifically stated in CeS ‘s proposal or quotation; such filings or agency approval are the sole and exclusive responsibility and obligation of Customer.

14. TERMS OF PAYMENT: Payment is due as stated on CeS’s invoice without offset or any deduction for withholding taxes or otherwise. On any past due invoice, CeS may charge interest from the payment due date to the date of payment at 6% per annum or the maximum amount allowed by applicable law, plus reasonable attorneys’ fees and collection costs. CeS may apply payments to any of Customer’s accounts. If Customer defaults on any payment, CeS may reschedule or cancel any outstanding delivery or PO and declare all outstanding invoices due and payable immediately.

15. TAXES. CeS prices and/or quotations do not include taxes. All applicable taxes must be paid by Customer to CeS, or Customer shall provide CeS with a tax-exempt certificate acceptable to the appropriate taxing authorities.

16. GOVERNING LAW: This Agreement shall be governed, construed, and enforced in accordance with the laws of the Republic of Estonia. The courts of the Republic of Estonia shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement.

17. RESTRICTIVE COVENANTS: For a period of three (3) years commencing on the date of this Agreement (as set forth in written specifications, quotations or proposals to which these standard terms and conditions are attached), the Customer agrees and covenants to CeS that the Customer shall not hire, employ, contract with, retain, or otherwise induce (or attempt any of the foregoing) any employee or independent contractor of CeS (collectively, “Worker”) to leave or terminate such Worker’s employment, relationship or service with or to CeS or directly or indirectly assist any other person or entity in requesting or inducing any Worker to leave or terminate the employ, relationship or service of or with CeS. If the Customer breaches any of the foregoing provisions of this Section, then the Customer shall promptly pay to CeS liquidated damages equal to fifty percent (50%) of such Worker’s then-current annual salary or compensation. This provision for liquidated damages shall be in addition to, and not in limitation of, any and all rights and/or remedies provided in this Agreement, at law or in equity (including but not limited to CeS’s right to injunctive relief.

18. ASSIGNMENT: Neither this Agreement nor any interest herein shall be assignable by the Customer without the prior written consent of CeS (which consent may be withheld for any or no reason).

19. SEVERABILITY: If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provision(s) shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

20. WAIVER: CeS’s failure to insist on performance of any term or condition contained in this Agreement, or failure to exercise any of CeS’s rights hereunder, shall not constitute a waiver of any of CeS’s rights or remedies under this Agreement.

21. NO THIRD-PARTY BENEFIT: The provisions set forth in this Agreement are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.