Terms and Conditions

1. INTRODUCTION

1.1. Unless otherwise provided in the Service Agreement, in these General Terms and Conditions the following definitions are applicable:

a) “Terms” means these General Terms and Conditions;

b) “Client” or “you” means the party in receipt of the Services provided by Conslyte OÜ;

c) “Conslyte” or “we” mean Conslyte OÜ, a company incorporated and existing under the laws of Estonia with foundation number: 3110597 and legal address: Harju maakond, Tallinn, Mustamäe linnaosa, Lepatriinu tn 8, 12917, Estonia;

d) “Services” means the consultancy services to be provided by Conslyte OÜ to its Clients in accordance with the Service Agreement between Conslyte OÜ and such Clients;

e) “Service Agreement” means an agreement, written or verbal, which sets out the terms and conditions for the service between the Client and Conslyte OÜ, determining the scope of the Services to be provided and the fee for such Services;

f) “Negotiations” means any communication whether in writing, by electronic means, orally or in any other form between the Client and Conslyte OÜ about the providing of Services;

g) “Conslyte Website” means conslyte.com, where the Services are specified;

h) “Business Day” means a day other than Saturday, Sunday or public holidays provided for in the laws of Estonia as non-working days;

i) “Data Protection Legislation” means the General Data Protection Regulation (EU 2016/679);

j) “Intellectual Property Rights” mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database right, moral rights and other intellectual property rights, whether registered or unregistered, including all applications for and renewals or extensions of such rights;

k) “Confidential Information” means any information, data, business plans, company financial data, trade secrets, or know-how disclosed to the Receiving Party, either directly or indirectly by the Disclosing Party, whether in writing, by electronic means, orally, or in any other form;

l) “Subcontractor” means an independent contractor, qualified to provide the applicable services and contracted by Conslyte OÜ, as evidenced by an agreement in writing.

1.2. These Terms are the standard terms and conditions on the basis of which Conslyte OÜ provides its Services to its Clients.

1.3. These Terms shall govern the provision of all Services by or on behalf of Conslyte OÜ to its Clients and shall be applicable to all legal relationships between Conslyte OÜ and its Clients.

1.4. These Terms enter into legal force from the moment of the Client’s consent to these Terms (“Effective Date”) and extend their legal effect to any negotiations and/or legal relations between the Client and Conslyte OÜ from the moment of the Client’s first communication with Conslyte OÜ, whether before, on, or after the Effective Date.

2. OUR SERVICES

2.1. Conslyte OÜ shall provide Services to its Clients in compliance with all applicable laws, regulations, and professional standards, with reasonable skill, care, good faith, and professional practice. However, Conslyte OÜ does not warrant that the Services or any documents provided will be error-free or that any defects will be corrected.

2.2. Conslyte OÜ shall determine at its discretion the manner in which its Services will be provided to Clients, considering reasonable requests expressed by the Clients.

2.3. Conslyte OÜ reserves the right to involve Subcontractors with specific expertise in the performance of its Services, provided that such third parties are subject to confidentiality obligations similar to those applicable to Conslyte OÜ.

2.4. Conslyte OÜ shall provide its Services as an independent contractor and shall not be considered an employee or agent of the Client.

3. CLIENT’S OBLIGATIONS

3.1. The Client shall provide all necessary information and documents required by Conslyte OÜ to perform the Services correctly.

3.2. The Client guarantees the accuracy, completeness, and reliability of any information and documents provided.

3.3. The Client shall not disclose any methods and work strategies used by Conslyte OÜ in the provision of its Services without written permission.

4. FEES AND EXPENSES

4.1. The Client shall pay fees as specified in the Service Agreement or invoice. Payment must be made within 10 (ten) days of receipt.

4.2. Conslyte OÜ is entitled to reimbursement for all travel and accommodation expenses incurred in the performance of its duties, subject to reasonable evidence.

5. CONFIDENTIALITY AND DATA PROTECTION

5.1. Both parties shall keep confidential any information obtained in connection with the Services. Neither party shall disclose such information to any third party without prior written permission.

5.2. Data processing shall be governed in strict accordance with the applicable Data Protection Legislation.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. All Intellectual Property Rights created during the provision of the Services shall belong to Conslyte OÜ.

6.2. The Client shall have a royalty-free, perpetual license to use the results of the Services for its internal business purposes.

7. FORCE MAJEURE

7.1. Neither party shall be liable for any breach of its obligations resulting from causes beyond its control, including but not limited to natural disasters, pandemics, or government regulations.

8. TERMINATION

8.1. These Terms shall remain in force until terminated by either party.

8.2. Conslyte OÜ reserves the right to cease these Terms at any time, provided that it gives the Client reasonable notice.

9. OBSERVANCE OF LEGAL REQUIREMENTS

9.1. Conslyte OÜ shall carry out its obligations in compliance with all relevant legal requirements.

10. GOVERNING LAW AND JURISDICTION

10.1. The Service Agreement shall be governed by and interpreted according to the laws of Estonia.

10.2. Any disputes shall be subject to the jurisdiction of the courts of Estonia.

11. FINAL PROVISIONS

11.1. If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain effective.

11.2. These Terms, along with the Service Agreement, constitute the entire agreement between the parties.