General terms of contracts
ALMIC GROUP
GENERAL TERMS AND CONDITIONS OF CONTRACTS
This document is published and available online at https://almic.ee/support-and-instructions/general-terms-of-contracts/ as well as on paper at the request of the CUSTOMER.
1. DEFINITIONS
1.1. General Terms and Conditions – this document, which contains the general terms and conditions applicable to Contacts to be entered into between the CUSTOMER and ALMIC in which the CUSTOMER participates as the buyer of a Service or Goods and in which ALMIC participates as the seller of a Service or Goods;
1.2. ALMIC – a company part of ALMIC GROUP (ALMIC OÜ, registry code 10890199; ALMIC Service OÜ, registry code 16967916; ALMIC Holding OÜ, registry code 16936554);
1.3. Potential CUSTOMER – third party to whom ALMIC has made an Offer Binding on ALMIC or Offer Not Binding on ALMIC or who has placed an Order Binding on the CUSTOMER or an Order Not Binding on the CUSTOMER but with whom no Contract has been entered into yet and any other person who is negotiating with ALMIC to enter into a Contact;
1.4. CUSTOMER – person (natural or legal) with whom ALMIC enters into a Contract;
1.5. Domain Registration Management Environment – ALMIC’s information technological domain management environment, which enables ordering domains, entering into, managing, amending and terminating related Contracts, and which can be registered for as a user at https://ee.almic.ee;
1.6. Contract – transaction made between the CUSTOMER and ALMIC on the basis of which ALMIC provides/is obligated to provide a Service to the CUSTOMER and/or sells/is obligated to sell Goods to the CUSTOMER;
1.7. Service – service to be provided to the CUSTOMER by ALMIC on the basis of a Contract;
1.8. Goods – a thing (excluding immovable) to be sold to the CUSTOMER by ALMIC on the basis of a Contract;
1.9. Object of Contract – Service and/or Goods;
1.10. Contractual Parties – the CUSTOMER and ALMIC,
1.11. Offer Binding on ALMIC – declaration of intention to enter into a Contract submitted to a Potential CUSTOMER by ALMIC at least in a format which can be reproduced in writing (e-mail), which expressly states that it is an offer legally binding on ALMIC and which is detailed enough to deem a Contract to have been entered into for the purposes of law from the moment when the Potential CUSTOMER grants their consent (acceptance) to it. Offer Binding on ALMIC may be made for a specified term and, in such a case, a Contract is not deemed to have been entered into unless the Potential CUSTOMER grants their consent (acceptance) to it within the deadline. An Offer Binding on ALMIC is presumably not valid for longer than a period of one (1) week;
1.12. Offer Not Binding on ALMIC – declaration of intention to enter into a Contract submitted to a potential CUSTOMER by ALMIC which does not expressly state that it is an offer legally binding on ALMIC and/or which is not detailed enough to deem a Contract to have been entered into for the purposes of law from the moment when the CUSTOMER grants their consent (acceptance) to it;
1.13. Order Binding on the CUSTOMER – declaration of intention to enter into a Contract submitted to ALMIC by the CUSTOMER at least in a format which can be reproduced in writing, which is detailed enough to deem a Contract to have been entered into for the purposes of law from the moment when ALMIC grants their consent to it. An Order Binding on the CUSTOMER is also an order (form) filled in electronically by the CUSTOMER and transmitted to ALMIC in the Domain Registration Management Environment. An Order Binding on the CUSTOMER may be placed for a specified term and, in such a case, a Contract is not deemed to have been entered into unless ALMIC grants their consent within the deadline. An Order Binding on the CUSTOMER is presumably not valid for longer than a period of one (1) week;
1.14. Order Not Binding on the CUSTOMER – declaration of intention to enter into a Contract submitted to ALMIC by the CUSTOMER which does not expressly state that it is an order legally binding on the CUSTOMER and/or which is not detailed enough to deem a Contract to have been entered into for the purposes of law from the moment when ALMIC grants their consent to it;
1.15. Claim Letter – notice submitted to ALMIC by the CUSTOMER at least in a format which can be reproduced in writing concerning the discovery of defective Goods or a defective Service and which contains at least the following information: reference to a Contract, reference to the Goods or Service, detailed description of the defects and manner and time of discovery thereof. The Claim Letter is also submitted with regard to a failure to deliver the Goods by the Contract Term (i.e. delay) or failure to perform the Service by the Contract Term (i.e. delay) on the working day following the Contract Term;
1.16. Objection to a Claim Letter – objections to a Claim Letter submitted to the CUSTOMER by ALMIC at least in a format which can be reproduced in writing and which contains at least the following information: reference to the Claim Letter and clearly expressed objections to the deficiencies specified in the Claim Letter;
1.17. Contract Price – amount payable for the Service and/or Goods to ALMIC by the CUSTOMER as agreed between the CUSTOMER and ALMIC in a Contact;
1.18. Contract Term – term(s) for the provision/delivery of a Service and/or Goods as agreed between the CUSTOMER and ALMIC in a Contract. A Contract may also provide for deadlines for the performance of ancillary obligations, which are mandatory for performance;
1.19. Warranty Period – period from the provision of a Service and/or acceptance of Goods by the CUSTOMER until the expiry thereof in accordance with the General Terms and Condition during which ALMIC is liable for direct damage factually incurred by the CUSTOMER in connection with Substandard Service or Goods the poor quality of which is revealed during the Warranty Period;
1.20. Substandard Service – Service that does not comply with the terms and conditions of a Contract;
1.21. Substandard Goods – Goods that do not comply with the terms and conditions of a Contract.
2. INTRODUCTION
2.1. Capitalised words defined in subsections of section 1 have the corresponding meaning within the framework of these General Terms and Conditions. In the event that the same word is used in lowercase, the respective word has a common meaning attributed to that word.
2.2. The General Terms and Conditions apply to all Contracts (excluding contracts that require a notarised form), forming an integral part of the Contract and reflecting the terms and conditions of the Contract. In the event that it arises directly from the rules of the General Terms and Conditions, the General Terms and Conditions also apply to pre-Contractual negotiations.
2.3. The General Terms and Conditions also apply to other transactions (e.g. barter transactions) in which the CUSTOMER acquires Services or Goods from ALMIC.
2.4. Terms and conditions different from the General Terms and Conditions apply to Contracts only if the CUSTOMER and ALMIC have agreed at least in a format which can be reproduced in writing and expressly upon terms and conditions which are in contravention of the terms and conditions provided for in the General Terms and Conditions.
2.5. The CUSTOMER’s general terms and conditions apply to Contracts only if ALMIC has agreed to it in writing.
2.6. The General Terms and Conditions apply to Contracts without the Contractual Parties having to sign them. By entering into a Contract, regardless of the form of the Contract, these General Terms and Conditions are deemed to have been accepted by the CUSTOMER and, as such, an integral part of the Contract binding on the Parties.
2.7. ALMIC shall refer to these General Terms and Conditions exiting and being applicable to the CUSTOMER prior to the entry into a Contract. Citations may be made in any manner and format. Citations are recommended to be made at least in a format which can be reproduced in writing.
2.8. In the event that ALMIC amends the General Terms and Conditions, the General Terms and Conditions shall enter into force and apply in their amended form to Contracts to be entered into following the publication of the amendments.
2.8.1. In the event that a long-term agreement has been entered into between ALMIC and the CUSTOMER, the amended General Terms and Contract shall apply to the long-term agreement after two (2) months have passed since ALMIC notified the CUSTOMER of the amendments to the General Terms and Conditions or after two months have passed since the entry into force of the amended General Terms and Conditions (whichever is later), but the CUSTOMER has the right to cancel the Contract within this period of two months if they do not agree to the amendments.
3. GENERAL REQUIREMENTS FOR THE CUSTOMER
3.1. During negotiations prior to the entry into a Contract, upon entry into a Contract and until the final proper performance of the CUSTOMER’s Contractual obligations (i.e. foremost until the final payment of the Contract Price) and, in the event of a long-term agreement, until the end of validity of the Contract, the CUSTOMER shall:
3.1.1. be permanently solvent and not subject to any insolvency proceedings (including but not limited to bankruptcy proceedings or reorganisation proceedings);
3.1.2. permanently adhere to the good practice of Internet use and the generally accepted standards of business ethics.
3.2. The CUSTOMER shall act in good faith and in accordance with reasonable and customary business interests and business practices in the ordinary course of business when conducting pre-Contractual negotiations and entering into a Contract.
3.3. In the event that the CUSTOMER is in conflict with the requirements of subsection 3.1, the CUSTOMER is obligated to immediately notify ALMIC thereof at least in a format which can be reproduced in writing. In the event that the CUSTOMER is in conflict with the requirements of subsection 3.1, ALMIC has the right to cancel all Contracts entered into with the CUSTOMER and terminate pre-Contractual negotiations without ALMIC incurring any obligation to compensate for damage or other compensation.
3.4. Upon the performance of (a) Contract(s), the CUSTOMER is obligated to make every effort to facilitate the performance of ALMIC’s obligations, which includes, among other things, but is not limited to the obligation to always and at any time provide ALMIC with fully adequate information (both at their own initiative as well as by responding to ALMIC’s questions) with regard to circumstances concerning the performance of the Contract. As a general rule, the CUSTOMER is obligated to respond to ALMIC’s queries with regard to circumstances concerning the Contract and performance thereof without delay, but not later than within two (2) working days. The CUSTOMER is obligated to ensure that ALMIC’s employees have access to equipment and installations covered by the services specified in the Contract.
3.5. The CUSTOMER is obligated to comply with all instructions, precepts and recommendations given by ALMIC for the safe and proper use of equipment delivered by ALMIC or given to the CUSTOMER for temporary use and for the use of a Service. The CUSTOMER is obligated to keep all passwords, authorisation codes and pass codes strictly confidential and unconditionally ensure that they do not become known to any unauthorised third parties, and the CUSTOMER is liable for the consequences and damage caused by their leakage. The CUSTOMER is not liable if the leak is caused due to the fault of ALMIC.
3.6. The right of ownership in and to computer hardware and software, components, equipment and accessories given by ALMIC to the CUSTOMER for temporary use as part of the Contract shall remain with ALMIC, but the CUSTOMER shall be liable for thereof for as long as they are in the possession of the CUSTOMER.
4. ENTRY INTO DOCUMENTS AND CONTRACTUAL DOCUMENTS
4.1. A Contract shall be entered into by making an offer at least in a format which can be reproduced in writing and accepting it at least in a format which can be reproduced in writing. Depending on the specific case, an offer may be made and, respectively, an acceptance may be given either by the CUSTOMER or ALMIC. In the event that a Contract is entered into in writing formalised as a result of joint negotiations or at least in a format which can be reproduced in writing, the Contract shall be deemed to have been entered into once the Contractual Parties have expressly expressed it to each other in writing or at least in a format which can be reproduced in writing. As a general rule and preferably, a Contact shall be entered into by (digitally) signing a contract document.
4.2. A Contract shall be entered into in accordance with the general rules of the Law of Obligations Act, excluding the specifications and distinctions provided for in the General Terms and Conditions, including with the specification that a Contract shall not be deemed to have been entered into before ALMIC has expressed by a direct declaration of intention at least in a format which can be reproduced in writing that it considers itself bound by the terms and conditions of the Contact, whereas in the case of such expression, it shall be clear without any doubt whatsoever by which specific terms and conditions ALMIC intends to be bound. In this case, the terms and conditions expressly referred to by ALMIC at least in a format which can be reproduced in writing shall be deemed to be the terms and conditions of the Contract. In this case, terms and conditions not expressly covered by such reference by ALMIC shall not apply. With regard to the terms and conditions of the Contact not covered by the express reference by ALMIC, the General Terms and Conditions and statutory provisions shall apply, provided that they are not in contravention of the General Terms and Conditions. A Contract shall not be deemed to have been entered into and the terms and conditions shall not be deemed to have been amended by an implicit approval, act, verbal approval, etc. by ALMIC.
4.3. Main (but not limited to thereof) services to be provided by ALMIC:
4.3.1. IT Support Services (including server services and X-Road services) for which a ‘Contract for IT Support Service’ shall be entered into, which sets out the special terms and conditions of the service applicable together with the General Terms and Conditions;
4.3.1.1. The prerequisite for provided services is the CUSTOMER’s acceptance of „Microsoft Volume Licensing End User License Terms“ (available at https://almic.ee/files/public/docs/almic-ms-spla-eult.pdf), which is why these terms are an integral part of the Contract between ALMIC and the CUSTOMER.
4.3.2. Hardware and Software Development Services for which a ‘Contract for Development Service’ shall be entered into, which sets out the special terms and conditions of the service applicable together with the General Terms and Conditions;
4.3.3. Domain Services for which a ‘Contract for Doman Services’ shall be entered into, which is generally entered into through the Domain Registration Management Environment in accordance with subsection 4.4 of the General Terms and Conditions;
4.3.4. sale and/or lease of Goods for which a separate Contact may be entered into or which may be agreed upon as part of some other Contract between ALMIC and the CUSTOMER (foremost Contract specified in subsection 4.3.1 or 4.3.2).
4.4. Contracts for Domain Services may be entered into, amended and terminated through the Domain Registration Management Environment. The following rules and terms and conditions apply to the use of the Domain Registration Management Environment:
4.4.1. Upon entry into a Contract with a CUSTOMER who is a consumer through the Domain Registration Management Environment, ALMIC shall send a confirmation on the entry into the Contract to the CUSTOMER’s e-mail address within a reasonable time following the entry into the Contract, but not later than the commencement of the provision of a Service, delivery of a thing or commencement of other performance.
4.4.2. The prerequisite for creating a user account is:
4.4.2.1. filling in the electronic data form provided by ALMIC with the CUSTOMER’s data (including certain personal data of a natural person) and approval of the form by the CUSTOMER in the required format, by which the CUSTOMER provides ALMIC with data concerning them which ALMIC shall have the right to use in accordance with ALMIC’s Data Protection Terms and Overview of Data Processing (available at https://almic.ee/contact/privacy-policy-and-data-protection/), the Contract, the General Terms and Conditions, and legislation in force;
4.4.2.2. the CUSTOMER’s acceptance of the ‘.ee Domain Regulation’ approved and enforced by the Estonian Internet Foundation (available at https://www.internet.ee/domains/ee-domain-regulation), which is why the respective Regulation is an integral part of the Contract between ALMIC and the CUSTOMER as of the CUSTOMER’s acceptance thereof in ALMIC’s online environment at https://ee.almic.ee/.
4.4.3. The CUSTOMER is obligated to keep the user account password strictly confidential and unconditionally ensure that the password does not become known to any unauthorised third parties. The CUSTOMER is liable for the password leaking (including any potential acts and transactions to be made by third (including malicious) parties using the CUSTOMER’s password). The CUSTOMER is not liable if the password leak is caused due to the fault of ALMIC.
4.4.4. A CUSTOMER who is a consumer (i.e. a natural person who makes a transaction which is not related to the performance of an independent economic or professional activity), whose place of residence is in Estonia or a Member State of the European Union, who enters into a distance Contract (for the purposes of section 52 of the Law of Obligations Act) has additional specific rights arising from the Law of Obligations Act in connection with distance Contracts and, among other things, the following special terms and conditions shall apply to the respective Contracts:
4.4.4.1. Upon entry into a Contract with a CUSTOMER who is a consumer through the Domain Registration Management Environment, ALMIC shall send a confirmation on the entry into the Contract to the CUSTOMER’s e-mail address within a reasonable time following the entry into the Contract, but not later than the commencement of the provision of a Service, delivery of a thing or commencement of other performance.
4.4.4.2. A CUSTOMER who is a consumer has the right to withdraw from a Contract without giving any reason within fourteen (14) calendar days (calculation of the term in accordance with section 56 of the Law of Obligations Act) by submitting an application in a format which can be reproduced in writing to ALMIC using a standard form (available at https://www.riigiteataja.ee/akt/103012014001) or by presenting another unequivocal application for withdrawal by sending it to the address info@almic.ee.
4.4.4.3. If a CUSTOMER who is a consumer wants the provision of services (including registration of a domain) or performance of another Contract to take place within the 14-day term for withdrawal, the CUSTOMER shall make an express statement in this regard to ALMIC and acknowledge that by making the statement, they lose their right of withdrawal and, in such a case, the right of withdrawal of a CUSTOMER who is a consumer shall not apply when the obligations of ALMIC on the basis of the Contract have been fully performed (including the CUSTOMER’s domain has been registered), otherwise ALMIC shall not start performing acts to register a domain before the expiry of the 14-day term for withdrawal, which is why ALMIC is also unable to guarantee that the domain can be registered as requested (i.e. that a third party has not submitted an application to register the same domain in the meantime).
4.4.4.4. Upon withdrawal from a Contract, ALMIC shall refund to the consumer immediately, but not later than after 14 days, all fees received from the consumer on the basis of the Contract, among other things, the costs of delivery of Goods incurred by the consumer, less costs to be reimbursed to ALMIC by the consumer (including reasonable costs in accordance with subsection 562 (5) of the Law of Obligations Act). Where the consumer has expressly chosen a delivery method other than the cheapest customary delivery method offered, the consumer does not have to be refunded the cost exceeding the cost attributable to the customary delivery method. ALMIC shall make refunds using the same method of payment used by the consumer to make payments, unless the consumer has expressly consented to the use of a different payment method, and provided that the consumer does not incur any service fees or other costs in refunding such payments. In the event that the object of Contact is the delivery of Goods, ALMIC may refuse to make refunds before the consumer has returned the Goods that were the object of Contract or provided proof that the Goods have been returned. Upon withdrawal from a Contract, ALMIC shall also perform other obligations arising from the law.
4.4.4.5. Upon withdrawal from a Contract, if the object of Contract was Goods, the CUSTOMER shall immediately, but not later than within 14 days after submission of the application for withdrawal, send the thing back to ALMIC or hand the thing over to the undertaking or a person appointed by the undertaking and bear the direct costs attributable to returning the Goods delivered to them as the object of Contract. In the event that the consumer exercises the right of withdrawal after submitting the application specified in subsection 4.4.4.4.3, the consumer shall reimburse ALMIC for the value of the thing delivered as performance of a Contract in proportion to the thing delivered until such time that the consumer withdrew from the Contract, taking into account the total volume of the Contract. Upon withdrawal from a Contract, the CUSTOMER shall also perform other obligations arising from the law.
4.5. After the entry into a Contract, the terms and conditions of the Contract cannot be amended without the consent of the other party, which must be expressed at least in the same format in which the Contract has been entered into, unless provided otherwise in the Contract document (e.g. possibility to unilaterally amend a certain term or condition).
5. CONTRACT TERM AND COMPLIANCE WITH THEREOF
5.1. The Contract Term is generally expressly stated in the Contract documents.
5.2. ALMIC is obligated to perform its main obligation arising from the Contract (i.e. provision of a Service or delivery of Goods) by the Contract Term. The Contract may also provide for deadlines for the performance of ancillary obligations. In the event that a Contract (including General Terms and Conditions) does not expressly provide for the Contract Term or the deadlines for ancillary obligations, the parties shall be guided by the statutory requirements and the obligation shall in any event be performed within a reasonable time.
5.3. Unless provided otherwise by Contract documents, the CUSTOMER shall not be entitled to refuse to accept the performance of the Contract by ALMIC prematurely or with a delay, but in this case, the CUSTOMER shall be entitled to exercise legal remedies provided for by law in the manner and under the terms and conditions provided for by law.
5.4. ALMIC shall make every effort to immediately notify the CUSTOMER if there is a risk that ALMIC is unable to perform its obligations by the Contract Term, notifying the CUSTOMER of the reasons for delay and the deadline by which ALMIC is expected to be able to perform its obligations. In such a case, the CUSTOMER is obligated to take reasonable measures to prevent and/or minimise damage to be incurred by them.
6. QUALITY REQUIREMENTS FOR THE OBJECT OF CONTRACT AND ENSURING QUALITY
6.1. Service and/or Goods shall comply with the terms and conditions of the Contract and the quality agreed upon by the Parties in advance or, in the absence of a special agreement, with the terms and conditions and the quality that are customary in the field of information technology. Unless expressly provided otherwise by the Contract, a Service and/or Goods shall comply with the terms and conditions and properties referred to by ALMIC when offering the Service and/or Goods for sale (foremost in the description of the Service and label of the Goods). A Service and/or Goods shall be subject to the respective quality and characteristic requirements arising from Contract documents.
6.2. In order to ensure compliance and quality, ALMIC shall have the right to: at any time require the CUSTOMER to provide information necessary for the provision of a Service, access and prompt elimination of defects preventing the provision of a Service that are under the CUSTOMER’s control; make sure that the CUSTOMER is not in breach of legislation and standards, the Contract, rights of third parties and good practice applicable upon the use of a Service; at any time require the CUSTOMER to not use the Service in a manner not intended; issue precepts and recommendations subject to compliance and performance to the CUSTOMER in connection with the use of a Service; suspend the provision of a Service without prior notice if it is revealed or reasonably suspected that software, scripts or applications used by the CUSTOMER cause (e.g. due to overload) software and hardware errors or failures or jeopardise the rights of third parties (including ALMIC’s other customers); require the CUSTOMER to comply with the instructions and precepts issued to them, including remove software, scripts or other applications used by the CUSTOMER that cause or where there is a reasonable risk that they could cause errors and failures and non-purposeful load on information technology systems and the provision of a Service (including to third parties) after the expiry of twelve (12) hours from notification of the CUSTOMER and the CUSTOMER’s failure to respond properly; remove any illegal material and any material contrary to good morals published by the CUSTOMER until the suspension of the provision of a Service or expiry of a Contract; use services developed by a third party (e.g. spam filter service when hosting e-mail) for the provision of a Service. ALMIC shall not be liable for a service developed and offered by a third party (including service mediated by ALMIC). However, ALMIC shall make every reasonable effort to ensure that a third party chosen by ALMIC and the respective service are highly valued in terms of economic and professional activities. ALMIC shall also make every reasonable effort to require third parties to promptly resolve issues where ALMIC has a legal basis (e.g. contract) for such a claim. In the event that the CUSTOMER does not want to use a specific service of a third party, they shall notify ALMIC thereof in order to select, where possible, another service provider and/or service with an analogous function.
6.3. In connection with the above, ALMIC shall not be liable for the compliance of a Service and/or Goods with (quality) requirements (including for smooth and trouble-free operation of a Service) if the non-compliance and/or failures and issued are caused by:
6.3.1. circumstances (including failure to comply with ALMIC’s instructions and recommendations, improper use of a product/service, etc.) arising from the CUSTOMER (including also the programs used by the CUSTOMER and stored, for examples, on the server etc.) and/or persons for whom the CUSTOMER is liable;
6.3.2. circumstances (including failures of communications lines, problems with software developed by third parties, etc.) related to services of third parties necessary for the use and/or provision and operation of a Service, even where such services are mediated by ALMIC;
6.3.3. the spread of malware, online attacks, etc.;
6.3.4. specifics and automatic responses (e.g. automatic response of a spam filter to intercept an e-mail under certain conditions, although it later turns out to not be spam) of software and services necessary for the use and/or provision and operation of a Service;
6.3.5. circumstances of force majeure.
6.4. ALMIC shall not be liable for the operation of software and hardware owned by the CUSTOMER under right of ownership and/or granted to the CUSTOMER’s use by third parties nor for the effects on the operation of a Service arising from thereof nor if the Service and/or Goods do not meet the CUSTOMER’s expectations or needs if the CUSTOMER has not clearly expressed their expectations and needs upon the entry into a Contract.
7. CONSIDERING THE SERVICE AS PROVIDED AND TRANSFER OF POSSESSION AND OWNERSHIP OF GOODS
7.1. A Service shall be deemed to have been provided in accordance with the provisions of a Contract.
7.2. The possession of Goods shall be transferred in accordance with the provisions of a Contract. Together with the possession of Goods, the risk of accidental destruction and damage associated with the Goods is also transferred. In the event that a Contract cites Incoterms delivery terms, the transfer of the risk of accidental destruction and damage associated with the Goods shall take place in accordance with the delivery terms.
7.3. Unless provided otherwise in a Contract, the location of the transfer of possession of the Goods shall be deemed to be the location of ALMIC. The CUSTOMER is obligated to inspect the Goods or have the Goods inspected immediately after accepting possession of the Goods. The transfer of ownership shall take place upon full payment of the Contract Price (reservation of ownership for the benefit of ALMIC).
8. NOTIFICATION OF DEFICIENCIES IN THE CONTRACT
8.1. The CUSTOMER shall submit a Claim Letter to ALMIC within a reasonable time after becoming aware of the non-compliance of a Service or Goods or after the CUSTOMER should have become aware of thereof, describing the non-compliance in sufficient detail. As a general rule, a reasonable time is not longer than two (2) working days.
8.2. Where a Claim Letter concerns Goods, ALMIC has the right to examine the defective Goods after receiving the Claim Letter and submit an Objection to a Claim Letter within a reasonable time.
8.3. The Parties shall settle a dispute by agreement on the basis of the Claim Letter and Objection to a Claim Letter. If no agreement is reached, the dispute shall be settled in court.
9. CONTRACT PRICE, PRICE ADJUSTMENT AND PAYMENT
9.1. The CUSTOMER is obligated to pay the Contract Price to ALMIC in the amount and by the deadline(s) specified in a Contract. ALMIC may establish a general price list for certain Services and Goods in which case the price list valid at the time of acceptance of the respective service shall apply, unless the Parties have agreed on a price different from the price list in a separate Contact (in such a case, the price agreed upon in the Contract shall apply).
9.2. ALMIC shall send an invoice for payment of the Contract Price to the CUSTOMER to the e-mail address indicated by the CUSTOMER to ALMIC in a Contract (or otherwise), which is deemed to have been received by the CUSTOMER on the working day following the sending thereof. ALMIC shall send invoices for long-term agreements to the CUSTOMER by the 5th date of each current calendar month unless another deadline has been agreed upon by special agreement.
9.3. In the event that ALMIC materially breaches a Contract, the CUSTOMER has the right to delay with the payment of the Contract Price until such time that the breach is terminated and to reduce the Contract Price in accordance with the grounds and terms and conditions of price reduction prescribed by law.
9.4. The Contract Price shall be deemed to have been paid as of the moment that the respective amount has been received on ALMIC’s bank account.
9.5. The CUSTOMER is obligated to pay the Contract Price by the date specified in the invoice, which is generally seven (7) days after the submission of the invoice, unless another deadline has been agreed upon by special agreement.
9.6. In the event that a Contract (long-term agreement) provides that an invoice for a fixed fee is issued for each calendar month, where a Contract begins or ends in the middle of a calendar month, the first and last invoice for a fixed fee may be issued for an incomplete calendar month, respectively for a period from the entry into force of the Contract until the last day of the month and from the first day of the last month of validity of the Contract until the day of expiry of the Contract.
9.7. In the event that a Contract is a long-term agreement and it has been in force for longer than twelve (12) months from the date of entry into, ALMIC has the right to unilaterally increase the Contract Price once every twelve (12) months. In such a case, ALMIC shall notify of the increase of the Contract Price at least in a format which can be reproduced in writing (e.g. by e-mail) at least two (2) calendar months in advance. In the event that the CUSTOMER does not agree to the price change, they have the right to extraordinarily cancel the Contract within the same period.
9.8. In the event that, in the course of performing a Contract (foremost contracts for services), it is revealed that the volume of a service and/or works to be provided is greater than the volume disclosed to ALMIC by the CUSTOMER during pre-Contractual negotiations or an earlier period of the performance of the Contract, ALMIC has the right to require the adjustment of the Contract Price in accordance with the actual situation. If the Parties fail to reach an agreement on changing the Contract Price, ALMIC has the right to extraordinarily cancel the Contract with a term for advance notice of one (1) week.
9.9. In order to dispute an invoice, the CUSTOMER shall submit a written complaint to ALMIC within seven (7) calendar days, which ALMIC is obligated to review within seven (7) calendar days. The Parties shall then determine whether or not the complaint is justified (in court if no agreement is reached). Depending on whether or not the complaint is found to be justified, the amount payable pursuant to an invoice is subject to a fine for late payment (if the invoice has not been paid) or obligation to refund the amount paid (if the invoice has been paid).
9.10. In the event of a delay in the payment of the Contract Price, the CUSTOMER is obligated to pay to ALMIC a fine for late payment of 0.1% of the overdue amount for each day of delay.
10. INTELLECTUAL PROPERTY
10.1. All intellectual property (including proprietary and non-proprietary rights of an author) arising as a result of ALMIC’s development activities in the course of entry into and performance of Contracts is owned by ALMIC, unless the Parties have expressly agreed otherwise at least in a format which can be reproduced in writing. Among other things, ALMIC owns all intellectual property arising from the creation by ALMIC of any works, inventions, utility models, etc. as part of the performance of a Contract.
10.2. The CUSTOMER is not permitted to use and/or register in their name any intellectual property owned by ALMIC in any way without ALMIC’s permission or to permit any third parties to use or register thereof.
11. BREACH OF CONTRACT, EXCUSABILITY AND CONSEQUENCES THEREOF
11.1. Breach of contract
11.1.1. In the event that a Party is in breach of a Contract, the Party has the right to exercise legal remedies arising from the law and the Contract (including General Terms and Conditions), including but not limited to:
11.1.1.1. ALMIC has the right to suspend the provision of a Service immediately if the CUSTOMER delays with the payment of an invoice for longer than 30 calendar days beyond the due date indicated in the invoice and ALMIC has warned the CUSTOMER of the suspension of the Service in advance. After payment of the invoice, ALMIC shall restore the provision of the Service;
11.1.1.2. ALMIC has the right to restrict the CUSTOMER’s access and/or withhold and not transfer/hand over to the CUSTOMER any property of the CUSTOMER and/or Object of Contract in ALMIC’s possession until such time that the CUSTOMER has paid their debt to ALMIC. After payment of the debt, ALMIC shall perform its obligation;
11.1.1.3. cancel a Contract on the grounds and pursuant to the procedure provided for in the Contract (including General Terms and Conditions).
11.1.2. In the event that a Party has breached a Contract through fault and is by law obligated to compensate the damage caused to the other Party, the Party obligated to compensate is obligated to compensate the other Party only for the foreseeable and actual material damage incurred by the Party in connection with the breach of Contract. Neither Party is obligated to pay to the other Party as compensation for damage an amount greater than the amount equal to the amount paid/payable by the CUSTOMER to ALMIC pursuant to a Contract in the last twelve (12) months (monetary limit of liability for both Parties).
11.1.3. In the event that a Contractual Party is in breach of a Contract in a situation and under the conditions that the breach is excusable (force majeure) in accordance with applicable law, the law shall prevail.
11.1.4. In the event that the liability of a Party is limited or precluded by a Contract, the Contract shall prevail.
12. WARRANTY
12.1. The Warranty Period for all Goods delivered pursuant to a Contract is the period indicated for the Goods, unless the Parties have agreed otherwise at least in a format which can be reproduced in writing.
12.2. In the event of Substandard Goods, ALMIC is obligated to replace Substandard Goods with Goods that comply with the terms and conditions of a Contract or repair thereof at its own expense in accordance with the rules of the law. Damage shall be compensated in accordance with the law and a Contract (including section 11 of the General Terms and Conditions).
13. CONFIDENTIALITY REQUIREMENTS AND DATA PROCESSING
13.1. Contracts (excluding the fact of entry into a Contract) are confidential (excluding General Terms and Conditions) and disclosure of the terms and conditions of a Contract to third parties is prohibited. The Parties have the right to disclose the terms and conditions of a Contract to their auditors, accountants and legal advisers, provided that such persons are subject to the respective obligation of confidentiality.
13.2. The CUSTOMER acknowledges and accepts the fact that depending on the specifics of a Service, ALMIC may have and from time to time has access to the CUSTOMER’s data, including Confidential Information (including certain personal data). In certain circumstances, upon the entry into and performance of a Contract, the CUSTOMER may have access to certain Confidential Information of ALMIC.
13.3. In a Contract, confidential information (Confidential Information) means a trade secret of the Parties or other sensitive and delicate information that could or the disclosure of which could infringe upon the personal or business interests and activities of the Parties or third parties as well as information that has become known to a Party in connection with entry into and performance of a Contract and Appendices thereto and Contract documents prepared previously and to be prepared in the future, regardless of whether the information is presented in a specific or visible format, on a data medium or orally. Confidential Information also means any information that has become known to ALMIC in the course of the provision of a Service, including any personal data and other special categories of data, among other things.
13.4. Confidential Information is not deemed to mean any information that is generally known before the entry into a Contract and that does not infringe upon the interest of a Party or third parties, relations with cooperation partners or reputation, among other things taking into consideration the area in which the Party is engaged; any information that has become known independently of a Party before the entry into a Contract; any information that is subject to disclosure in accordance with legislation in force.
13.5. In connection with the foregoing, the Parties are obligated to not intentionally disclose Confidential Information of the other Party that has become known to them to third parties and not use it for commercial or other purposes (including compiling databases or other systematised datasets from Confidential Information) without the written consent of the other Party. The Parties are obligated to take all reasonable measures to ensure the security of Confidential Information and to protect it against unauthorised or unlawful access and/or processing and against accidental loss, destruction or damage by implementing appropriate technical and organisational measures. At the same time, the CUSTOMER is obligated to comply with the precepts and instructions given by ALMIC to the CUSTOMER to ensure security, including not disclose any access codes (including passwords, authorisation codes and pass codes to servers, accounts, services, etc.) to any third parties. The CUSTOMER is obligated to immediately notify ALMIC of any leaks to help ensure the security of data without delay.
13.6. A breach of the obligation to not disclose Confidential Information is not deemed to be a situation where a Party is obligated to disclose Confidential Information or allow a third party to access Confidential Information, provided that it is required by law or a court judgment or order or other legislation and/or official document issued on the basis thereof. In connection with the foregoing, the Parties mutually acknowledge and have also agreed that neither Party is obligated to make unreasonable efforts to be released from the aforementioned obligation (e.g. contest a document obligating the disclosure of Confidential Information submitted to them), but the Party instead has the right to presume that requests submitted by officials are legitimate and lawful.
13.7. A Party shall process Confidential Information only in connection with a Contract and in the manner and to the extent necessary for the performance of a Contract.
13.8. In the event that Confidential Information includes personal data, ALMIC generally qualifies as a data processor and the CUSTOMER is the data controller of such data subject to all the obligations attributable thereto. ALMIC is a data controller only in minority cases (foremost with regard to personal data that ALMIC acquires in connection with creating user accounts in the Domain Registration Management Environment). ALMIC processes personal data only in accordance with the General Data Protection Regulation, the law and ALMIC’s Data Protection Terms and Overview of Data Processing (available at https://almic.ee/contact/privacy-policy-and-data-protection/ ).
13.9. In the event that the CUSTOMER has, or as a result of their activities has, special requirements with regard to the preservation, processing or handling of Confidential Information (including personal data) in its possession or under its responsibility that ALMIC is obligated to comply with upon the performance of a Contract, the CUSTOMER is obligated to immediately notify ALMIC thereof and, in such a case, respective requirements and instructions are agreed upon separately in a written Contract document or the Contract is terminated (if ALMIC does not qualify or is unable to comply with these requirements).
14. ASSIGNMENT OF A CONTRACT AND SUBCONTRACTING
14.1. The CUSTOMER does not have the right to assign a Contract to any third party without ALMIC’s respective express consent, which must be given at least in a format which can be reproduced in writing. In the event that the CUSTOMER enables third parties to use a Service, the CUSTOMER is liable for the actions of these persons both to ALMIC and to any third parties.
14.2. ALMIC has the right to assign Contracts to third parties and to use third parties by subcontracting without needing the CUSTOMER’s consent, unless the Parties have agreed otherwise at least in a format which can be reproduced in writing. In such a case, ALMIC is liable for the compliance and quality of a service provided by subcontractors selected by ALMIC, including compliance with the obligation of confidentiality.
15. THE EMERGENCE OF BUSINESS PRACTICE BETWEEN THE PARTIES AND ITS ALTERATION AND TERMINATION
15.1. In the event that Parties enter into Contracts for the provision of similar Services or purchase of similar Goods on several consecutive occasions, this does not give rise to business practice or other legal effects binding on the Parties, including:
15.1.1. neither Party is obligated to enter into additional Contracts under the same or similar terms and conditions as Contacts entered into to date (including price, deadlines, submission of offers and granting of consents), and the counterparty does not have a legal expectation for entry into additional Contracts.
15.2. The conduct and established practice of the Parties cannot alter the terms and conditions of a Contract. The terms and conditions of a Contract can only be amended in the same format as the Contract was entered into.
15.3. No legal effect binding on ALMIC may be attributed to ALMIC’s silence or act (act or omission).
16. EXPIRY AND TERMINATION OF A CONTRACT
16.1. A one-time Contract expires upon performance thereof. A long-term agreement can be terminated by ordinary or extraordinary cancellation. Where the terms and conditions of cancellation are set out in a separate Contract document to be entered into between the Parties, the respective terms and conditions agreed upon shall apply. Unless agreed otherwise by the Parties, the Parties shall be governed by the General Terms and Conditions in this respect.
16.2. A Party has the right to extraordinarily cancel a Contract on the grounds and in accordance with the procedure provided for by the Contract document and, in the absence of a special agreement, in accordance with the law.
16.3. A Party has the right to extraordinarily cancel a Contract with a seven (7) day term for advance notice:
16.3.1. if the other Party materially breaches the Contract and fails to terminate the breach within seven (7) days from the submission of the respective claim for termination of the breach by the other Party (whereas the seven (7) day deadline for termination of a breach and cancellation may overlap);
16.3.2. if bankruptcy proceedings, reorganisation proceedings, liquidation of a legal entity has been initiated against the other Party, their assets have been seized or a prohibition against disposal has been established, or there is otherwise a reasonable suspicion that the other Party is unable to properly perform its Contractual obligations in the future;
16.3.3. ALMIC has the right to extraordinarily cancel a Contract if the CUSTOMER is in delay with the payment of the Contact Price for more than thirty (30) days (whereas ALMIC is not obligated to cancel the Contract, but ALMIC may continue the performance of the Contract and/or suspend the performance of the Contract in accordance with subsection 11.1.1.1);
16.3.4. a material breach of a Contract means, among other things, ALMIC’s breach of its obligations specified in subsection 6.1, and the CUSTOMER has the right to extraordinarily cancel the Contract;
16.3.5. a material breach of a Contract means, among other things, the CUSTOMER’s breach of its obligations specified in subsection 6.2, and ALMIC has the right to extraordinarily cancel the Contract.
16.4. Upon the expiry of a Contact, the Parties shall perform all the actions prescribed by law for the proper termination of the contractual relationship (among other things, all remuneration for work performed, Services provided and Goods delivered for which ALMIC shall submit a respective invoice shall be payable).
16.5. Insofar as ALMIC’s obligation to provide a Service comes to an end upon the expiry of a Contract, (depending on the type of Contract) ALMIC’s obligation to preserve the CUSTOMER’s information assets, among other things, shall also come to an end, which means that ALMIC is entitled to delete such information assets (including, e.g. the CUSTOMER’s files) from its servers following the expiry of the Contract, after which the CUSTOMER no longer has access to it and ALMIC is unable to issue it to the CUSTOMER or restore it. Therefore, the CUSTOMER acknowledges that copying/transferring the CUSTOMER’s information assets outside ALMIC’s area of responsibility before the expiry of the Contract (including extraordinary cancellation of the Contract by ALMIC due to the CUSTOMER’s breach) to ensure the preservation of the respective information assets for the CUSTOMER is the duty of the CUSTOMER themselves. ALMIC is not liable for any consequences related to the deletion of the CUSTOMER’s information assets following the expiry of a Contract (regardless of the basis for the expiry of a Contract).
16.6. The rights and obligations of the Parties which by their nature are not dependent on the validity of a Contact shall survive the expiry of a Contract.
17. FINAL PROVISIONS
17.1. In the event that, pursuant to the law, any provision of these General Terms and Conditions is null and void, it shall not affect the validity of other provisions. In such a case, instead of the invalid provision, a term or condition that is as similar to the content of the invalid provision as possible shall be applied in such a way that it complies with the law.
17.2. A Contract shall be governed by the law of the Republic of Estonia.
17.3. All disputes arising from Contracts shall be settled in the Republic of Estonia, in a court of the Republic of Estonia, unless the Parties reach an out-of-court agreement.
Approved by the management board of ALMIC by a resolution of 1 September 2020.
