Terms and Conditions of Sale

Last updated: February 21st, 2025

These Terms and Conditions of Sale (“TCS”) apply to all sales of goods and services by Brandweb OÜ notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.

We reserve the right to change these GTCS at any time. We will give you thirty calendar days’ notice of any changes by posting notice on our website.

We encourage to thoroughly read the terms prior to purchasing an order.

1. General information

Brandweb OÜ

2. Applicability

Common sales conditions ("Conditions") applies to all offers from Brandweb OÜ ("Company") which is accepted by the client ("Client") as a purchase of a product ("Product") whether it be a physical product or a concept, an idea, a software solution, website, an event or similar based on services, design or development and/or project management provided by Brandweb OÜ.

3. Terms of reference

3.1. Together with the Company’s offer and order confirmation the terms constitutes the combined terms of reference for the Company’s sale and delivery of the Product for the Client ("Terms of Reference"). The Client’s purchase conditions printed on orders or by other means communicated to the Company does not make a part of the Terms of Reference.

3.2. Changes by or additions to the Terms of Reference are only valid if both parties have agreed otherwise in writing.

3.3. Each of the parties must immediately notify the co-contracting party, if they change status as legal entity, is subject to bankruptcy or restructuring or voluntary liquidation.

3.4. The Company can transfer any rights or obligations, according to any accepted offers, to another company owned entirely or partially by Alexander Juul Jakobsen, without prior consent from the Client. The Company is additionally entitled to use subcontractors to fulfill orders, and can transfer any rights individually (fx. claim of payment).

4. Services

4.1. Services sold by the Company and delivered to the Client is produced craftsmanlike correct.

4.2. The Client shall give access to personnel and information in the extent necessary for the Company to provide the services.

4.3. The Company is not responsible for services not meeting laws or standards, or can be used for specific purposes, unless both parties have agreed otherwise in writing.

5. Price and payment

5.1. The price of services follows the Company’s current price list at the time of which the Company confirms the Client’s acceptance of an offer, unless both parties have agreed otherwise in writing. All prices are excluding VAT.

5.2. The Client must pay all invoices within 7 days of the invoice date, unless the parties have agreed otherwise in writing.

6. Delayed payment

6.1. If the Client fails to pay an invoice in a timely manner for which the Company is not responsible, the Company is entitled to interest on the amount due 1% per month from due date and until payment is made.

6.2. If the Client fails to pay an overdue invoice within 14 days of receiving a written demand for payment from the Company, the Company has in addition to interest according to item. 5.1 the right to: (i) terminate the sale of the Product to which the delay relates; (ii) terminate the sale of a Product not yet provided to the Client or claim payment in advance, and / or (iii) assert any other breach of authority.

7. Offers, orders and order confirmations

7.1. The Company’s offer is valid for 30 days from the date of which the offer is dated, unless otherwise stated in the offer. The Company is not bound by the acceptance of offers received by the Company after the expiry of the acceptance period unless the Company informs the Client otherwise.

7.2. The Company strives to send confirmation or rejection of an order to the Client in writing within 5 working days of receipt of the order. Confirmation and rejection of orders must be in writing in order to bind the Company.

7.3. The Customer cannot change an order placed without the Company’s written acceptance.

7.4. If the Company’s confirmation of an order does not match the Client’s order or the contractual basis and the Client does not wish to accept the inconsistent terms, the Client must notify the Company in writing within 5 working days of receipt of the order confirmation. Otherwise, the Client is bound by the order confirmation.

8. Delivery

8.1. The Company provides services no later than the time set forth in the Company’s order confirmation. The Company has the right to deliver before the agreed delivery time, unless both parties have agreed otherwise.

8.2. The Client must examine Products upon delivery. If the Client discovers a defect or shortage which the Clients wishes to invoke, it must immediately notify the Company in writing. If a defect or shortage which the Client has discovered or should have discovered is not immediately notified to the Company in writing, it cannot be claimed later.

9. Right of Withdrawal (Applicable to Consumers)

9.1. If the Client is a consumer (as defined by Estonian Consumer Protection Act and EU law) purchasing goods or services online, they have the right to withdraw from the purchase within 14 days without giving any reason.

9.2. The withdrawal period is counted as follows: For physical goods: 14 days from the date the Client receives the product. For digital services or downloadable products: 14 days from the date of purchase, unless the Client has expressly agreed to immediate delivery, in which case the right of withdrawal is waived.

9.3. To exercise the right of withdrawal, the Client must notify the Company in writing (e.g., via email at info@brandweb.ee) within the withdrawal period. The Client may use the standard withdrawal form available on the Company’s website, but this is not mandatory.

9.4. If the Client withdraws from a purchase: The Company will refund all payments received, including standard delivery costs, within 14 days from receiving the Client’s withdrawal request. Refunds will be issued using the same payment method used by the Client unless agreed otherwise. If the withdrawal concerns physical goods, the Client must return them in original condition within 14 days of notifying the Company, at their own cost unless otherwise agreed.

9.5. Exceptions to the right of withdrawal: Digital content already downloaded or accessed after purchase. Custom-made or personalized products. Services already fully performed if the Client agreed to the service beginning immediately.

10. Delayed Delivery and Consumer Rights

10.1. If the Company expects a delay in delivery, it will inform the Client as soon as possible and provide an estimated new delivery date.

10.2. If the Company fails to deliver a product within 30 days (or within the agreed timeframe), the Client has the right to: Request a new delivery deadline, OR Cancel the order and receive a full refund if the product is not delivered within a reasonable additional period.

10.3. If timely delivery is essential (e.g., for a scheduled event), the Client may immediately cancel the order and receive a full refund if delivery is delayed.

11. Warranty and Legal Guarantee

11.1. For Consumers (B2C transactions): The Company provides a mandatory 2-year legal guarantee for all physical products, as required by Estonian and EU consumer protection laws. If a product is defective or becomes faulty within two years of delivery, the Client has the right to request a repair, replacement, or refund if the issue cannot be resolved. The legal guarantee does not cover damages caused by misuse, normal wear and tear, or unauthorized modifications. 11.2.

For Businesses (B2B transactions): The Company provides a 3-month warranty for all products unless otherwise agreed in writing.

11.2. The Company’s warranty does not cover defects or shortages arising from: (i) use in violation of the Company’s instructions or general practice or for non-contractual purposes, (ii) remediation or modification performed by anyone other than the Company, or (iii) other matters which: The Company isn’t responsible.

The warranty period for repaired or replaced products is extended by 3 months from the repair/replacement date, up to a maximum of 6 months from the original delivery date.

11.4. If a defect occurs, the Client must notify the Company in writing immediately. Delayed notifications may affect the Client’s right to claim under the warranty or legal guarantee.

11.5. Within a reasonable time after the Company has given notice to the Client pursuant to clause. 9.4 that a defect or shortage is covered by the warranty, the Company will remedy the defect or shortage.

11.6. If the Company fails to rectify any defect or shortages covered by the warranty within a reasonable time after the Company has notified the Client pursuant to clause. 9.4, for reasons for which the Client isn’t responsible, and the error or defect has not been rectified within a reasonable period of at least 30 days, the Client may cancel the order (s) affected by the error or defect without prior written notice to the Company. The Client has no rights in respect of errors or defects other than those expressly stated in article 9.

12. Responsibility

12.1. Each party is responsible for its own actions and omissions in accordance with applicable laws, with the restrictions resulting from the Terms of Reference.

12.2. Notwithstanding any conflicting conditions in the Terms of Reference, the Company’s liability to the Client cannot be per calendar year in total exceed 10% of the sales of services that the Company has billed to the Client net in the immediately preceding calendar year. The limitation of liability does not apply if the Company has acted intentionally or grossly negligent.

12.3. Notwithstanding any contrary conditions in the Terms of Reference, the Company is not liable to the Client for any indirect loss, including loss of production, sale, profit, time or goodwill, unless caused intentionally or grossly negligent.

12.4. Notwithstanding any contrary conditions in the Terms of Reference, the Company is not liable to the Client for non-fulfillment of obligations which can be attributed to force majeure. The responsibility remains as long as force majeure exists. Force majeure is considered to be circumstances which are beyond the control of the Company and which the Company should not have foreseen at the conclusion of the agreement. Examples of force majeure are unusual natural conditions, war, terror, pandemics, fire, flood, vandalism and labor disputes.

13. Intellectual property rights

13.1. The Company is the sole owner of all intellectual property rights arising in connection with the Company’s performance of services, including patents, designs, know-how, trademarks and copyrights.

13.2. The Client has an indefinite, free, non-exclusive, non-transferable license to exercise all intellectual property rights arising in connection with the Company’s provision of services for purposes that fall within the Client’s usual business area or which are separately agreed between the parties.

13.3. The Company is not responsible for the violation of intellectual property rights by third party service providers, unless the infringement is intentional. To the extent that the Company may be sued for allegedly infringing the intellectual property rights of third party services, the Client shall indemnify the Company unless the infringement is intentional.

14. Confidentially

14.1. The Client may not disclose or use or enable others to use the Company’s business secrets or other information of any kind that is not publicly available.

14.2. The Client may not unduly obtain or attempt to obtain or obtain knowledge of the Company’s confidential information as described in article 12.1. The Client must deal with and store the information properly to avoid accidental access to the knowledge of others.

14.3. Parties’ obligations under articles 13.1-13.2 applies during the parties’ cooperation and without any time limit after the termination of the cooperation, regardless of the reason for the termination.

15. Processing of personally identifiable information

15.1. The Company processes personal data with due observance of the General Data Protection Regulation act (GDPR). Information about the Client’s name, address, e-mail, telephone number, etc. is used only in connection with the Client’s ordering, communication and in connection with the provision of service.

15.2. The Company complies with the data subject’s rights (including the right of access, rectification, deletion, limitation of processing, objection, data portability, complaint and right not to be subject to a decision based solely on automatic processing, including profiling).

15.3. The Company retains the information for as long as necessary for the purpose for which the information is processed. The Company does not disclose, sell or otherwise transfer information to third parties unless the Client has given consent to this.

15.4. If the Client wants information about which data is being processed, to have data deleted or corrected, the Client may contact the Company.

16. Dispute Resolution and Applicable Law

16.1. These Terms and Conditions are governed by Estonian law.

16.2. If a dispute arises, the Client should first contact the Company’s customer service at info@brandweb.ee to attempt resolution.

16.3. If the Client is a consumer, they may use the Alternative Dispute Resolution (ADR) process or file a complaint through the EU Online Dispute Resolution (ODR) platform.

16.4. If no resolution is reached, disputes will be settled in an Estonian court, unless consumer protection laws require otherwise.