General Terms & Conditions in the B2B Relationship
Jon Kwiatkowski OÜ
Harju maakond, Tallinn, Lasnamäe linnaosa, Sepapaja tn 6, 15551
VAT: EE102678181
Invoice address: Harju maakond, Tallinn, Lasnamäe linnaosa, Sepapaja tn 6, 15551
Hereinafter referred to as "Provider" – for business transactions (B2B)
1. Scope
(1) Contracts are concluded on the basis of these General Terms & Conditions in the version valid at the time the contract is concluded exclusively with entrepreneurs within the meaning of the Estonian Law of Obligations Act. The General Terms & Conditions apply to the entire business relationship between the contracting parties.
(2) The Provider's General Terms and Conditions apply exclusively. Any deviating General Terms & Conditions of the Customer from our General Terms and Conditions shall not apply, unless both parties expressly agree to them in writing.
2. Offers, Conclusion of Contract, Form
(1) Unless otherwise agreed, offers of the Provider are subject to change. The Provider shall be bound by an offer for 2 weeks, unless otherwise agreed. The time of the submission of the offer is decisive.
(2) The contract shall be concluded by written confirmation of the offer by the Customer. Subsequent amendments and additions to the contract require written confirmation to be valid.
3. Scope of Services
(1) The Provider shall provide services in the field of search engine marketing, content marketing and website optimization. The concrete scope of the services to be provided by the Provider shall result from the respective written offer of the Provider or from the additionally agreed service description. The Provider owes the provision of the agreed service; a success or specific result is not owed.
(2) If the Service includes the purchase, use, and resale of backlinks to the Customer, the Provider has no control over these Internet sites and sources. The Customer acknowledges this and agrees that the Provider is not responsible for the availability of these Internet sites or third-party sources, does not adopt the content provided via these Internet sites and resources as its own, is not responsible for this content, and is therefore not liable for it. The Provider does not guarantee that the data offered meet user expectations or that a specific (especially economic) goal can be achieved with it.
(3) The Provider shall be entitled to provide partial services to the extent this is reasonable for the Customer. The service of the Provider also includes the selection and involvement of third-party companies. Unless a right of co-determination of the Customer has been expressly agreed, the selection of third parties shall be made in compliance with the principle of a balanced relationship between economic efficiency and the best possible success for the Customer.
(4) The Provider is not obliged to hand over data carriers, files, and data without a separate agreement, unless this is necessary for the fulfillment of the contract. If the Customer wishes to receive the data, this must be agreed and remunerated separately.
(5) Partner Network and Third-Party Services
The Provider may deliver certain other marketing services i.e. design, paid advertising, web analytics, Digital PR/Linkbuilding through a network of third-party partners ("Partners"). The Provider acts solely as an intermediary in offering access to these Partner services. The Provider does not guarantee, warrant, or assume any liability for the quality, performance, or results of services provided by Partners. The Customer acknowledges and agrees that any contract, agreement, or obligation regarding the services provided by Partners is solely between the Customer and the respective Partner, and the Provider is not a party to such agreements. The Provider shall not be held liable for any claims, damages, losses, or penalties arising directly or indirectly from services performed by Partners. Any issues, complaints, or disputes relating to Partner services shall be directed to the respective Partner by the Customer.
4. Obligations of the Customer
(1) The Customer shall support the Provider in fulfilling the contractually owed services, in particular by providing the necessary information, materials, data, and content. A content-related or legal review of these materials provided by the Customer is not owed. The Customer shall ensure that its website does not infringe any third-party rights and that all legal provisions are complied with.
(2) The Provider shall provide the Customer with its drafted text with keywords for review and correction. The text will be used only after approval by the Customer.
(3) The content to be provided by the Customer for the performance of the services shall be made available in common and immediately usable digital formats. If the Customer recognizes that this content is incorrect, incomplete, or ambiguous, it shall notify the Provider thereof without delay.
(4) The Customer's duties to cooperate under this contract shall be performed without remuneration.
(5) If the Customer receives a user ID and password within the scope of the contractual cooperation with the Provider, the Customer is obliged to treat these confidentially. The Customer shall only be entitled to transfer these data to a third party if the Provider has consented in writing to such transfer of use to third parties. This applies regardless of whether the transfer of use is partial or complete, against payment or free of charge.
(6) The Customer shall ensure regular backup of its data and content. Without a separate agreement, there is no obligation to back up data on the part of the Provider.
5. Secrecy and Confidentiality
(1) The Provider undertakes to maintain the strictest secrecy about all confidential processes, in particular business or trade secrets of the Customer, which come to its knowledge in the course of its activities for the Customer and not to pass them on. This shall apply to any unauthorized third parties, i.e., also to unauthorized employees of both the Provider and the Customer, unless the disclosure of information is necessary for the proper fulfillment of the contractual obligations.
(2) The Provider undertakes to agree on a provision identical in content to this clause also with all employees deployed by it in connection with the performance of the contract.
(3) Provider and Customer agree on the scope of confidentiality within the framework of a Non-Disclosure Agreement (NDA).
(4) The obligations of confidentiality under this Agreement shall continue for a period of three (3) years after termination or expiration of this Agreement.
6. Performance modification / Performance delays
(1) If the Customer wishes to make changes to the contractual scope of services, the Customer shall notify the Provider thereof in writing. Insofar as the changes are feasible after examination by the Provider, the contracting parties shall agree on the implementation of the change request. If an agreement is reached, the contract will be amended to that extent. Otherwise, it remains with the originally agreed scope of services.
(2) Contractually agreed dates shall, if and insofar as they are affected by the change procedure, be postponed appropriately, taking into account the duration of the review, the vote on the proposed change, and the change requests to be carried out. The Provider shall inform the Customer of the new dates without delay.
(3) The Provider shall not be responsible for any delays in performance for which the Customer is responsible (e.g., delayed provision of cooperation services) or which are due to force majeure (e.g., strikes, disruptions in telecommunications). The Provider shall be entitled to postpone the relevant service for the duration of the impediment and a reasonable start-up period. The Provider shall notify the Customer of the delays in performance without delay.
(4) Force Majeure events include but are not limited to natural disasters, war, terrorism, strikes, governmental actions, pandemics, and failures of technology or telecommunications beyond the Provider's reasonable control. Both parties shall promptly inform the other of such events and their expected impact on performance.
7. Compensation
(1) Unless otherwise stated, the prices on the website of the Supplier or in the offer at the time of the conclusion of the contract shall apply. All prices are net prices and are to be paid plus the applicable statutory value-added tax. In the case of fixed prices, the Provider shall be entitled to charge progress payments for self-contained and independently usable parts of the agreed service.
(2) Further payment modalities such as partial payments, rebates, discounts, etc., shall be governed by the service description or the order confirmation.
(3) Travel expenses and out-of-pocket expenses shall be reimbursed separately on a time basis after consultation with the Client.
(4) Offsetting against counterclaims is only permissible insofar as these are undisputed or have been established by final and binding decisions.
(5) Invoices shall be paid by the Customer within fourteen (14) calendar days of receipt unless otherwise agreed in writing. Late payments shall bear interest at the statutory default rate.
(6) The Provider reserves the right to suspend any services or deliveries if payment has not been received within thirty (30) days after the due date until such payment is made.
8. Termination of the Contract
(1) Unless otherwise agreed, the term of the contract is one year. After the expiration of the term of the contract, the contract ends automatically without the need for termination. An extension of the contract is possible at any time by simple written notice.
(2) Termination without notice for special reasons is possible.
(3) Special reasons for termination without notice include, but are not limited to, material breach of contract by the other party, insolvency, or significant circumstances that make contract fulfillment impossible.
(4) Upon termination of the contract, the Customer shall pay for all services provided up to the termination date. Each party shall return or destroy any confidential information of the other party upon request.
9. Designation as Reference
The Customer shall permit the Provider to name the latter as a reference customer on its own website and in other media and to publicly reproduce the services provided for advertising purposes, unless the Customer objects.
10. Warranty
(1) The Customer shall inspect the delivered work and services immediately for correctness, completeness, or obvious defects and notify the Provider of any complaints to this effect in writing without delay. If the immediate complaint is not made, the services shall be deemed approved and accepted.
(2) In the event of defective performance, the Customer shall be entitled to subsequent performance. The Provider shall be obligated, at its option, to subsequent performance in the form of rectification of the defect or delivery/production of a new item free of defects.
11. Liability / Indemnification
(1) The Provider shall be liable without limitation for intent. In the event of gross negligence as well as simple negligence in the event of a breach of essential contractual obligations as well as in the event of the assertion of damages in lieu of performance, the Provider shall be liable for the typically occurring, foreseeable damage. Otherwise, liability for slight negligence is excluded. This shall not affect liability arising from the assumption of a guarantee or procurement risk, from default, on account of damage to life, limb and health, and under the Product Liability Act.
(2) The above provisions shall also apply to the personal liability of employees, representatives, and vicarious agents.
(3) The Provider is not responsible for materials and content provided by the Customer. In particular, the Provider is not obligated to check the materials and content provided for possible violations of the law. The Customer shall support the Provider in the defense against claims asserted by third parties against the Provider on the basis of the content provided by the Customer, in particular by providing the information required for the defense. The Customer is obligated to compensate the Provider for the costs necessary for legal prosecution incurred by the Provider due to legal claims by third parties based on the content provided by the Customer.
(4) The Customer agrees to indemnify and hold harmless the Provider from and against any claims, losses, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:
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The content provided by the Customer,
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Customer's breach of third-party rights, or
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Customer's violation of applicable laws.
(5) Liability for data loss or damage is limited to the effort that would be required to restore the data from the backed-up data material if the data had been properly backed up.
(6) The Provider does not assume any liability for penalties or negative consequences resulting from SEO strategies, including but not limited to penalties imposed by search engines related to backlinks or other SEO practices. The Customer acknowledges and accepts this risk.
(7) The total liability of the Provider under or in connection with this Agreement shall be limited to the fees paid by the Customer under this Agreement during the twelve (12) months prior to the claim. Liability for consequential damages is excluded to the extent permitted by law.
12. Data Protection
The Provider treats personal customer data confidentially and in accordance with applicable data protection regulations. Personal customer data shall not be passed on without express consent or only within the scope of the necessary processing of the contract.
The Provider shall process personal data in accordance with applicable data protection laws including the GDPR and shall implement appropriate technical and organizational security measures to protect personal data.
13. Place of Performance / Applicable Law / Final Provisions
(1) The place of performance and the exclusive place of jurisdiction shall be Tallinn, Estonia.
(2) This Agreement and all matters arising out of or relating to it shall be governed by and construed in accordance with the laws of the Republic of Estonia.
(3) The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.
(4) To the extent that any provision of this Agreement is or becomes invalid or unenforceable, the remaining provisions of this Agreement shall remain unaffected thereby.
14. Communication and Notices
All notices and communications under this Agreement shall be made in writing and sent via email, registered mail, or courier to the addresses provided by the parties. Notices shall be deemed received (a) upon delivery if sent by courier or registered mail, or (b) upon confirmation of receipt if sent by email.
15. Dispute Resolution
(1) In case of any disputes arising out of or relating to this Agreement, the parties shall first seek to resolve the dispute amicably through good faith negotiations.
(2) If the dispute cannot be resolved amicably within thirty (30) days, the parties agree to submit the dispute to mediation before seeking legal remedies.
Effective date: July 2025. Last update: 25.07.2025