General terms of contracts
ALMIC GROUP COMPANIES
GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
1.1.
General Terms – this document containing general terms applicable to Agreements concluded between the CLIENT and ALMIC, in which the CLIENT participates as a buyer of the Service or Goods and ALMIC participates as a seller of the Service or Goods;1.2.
ALMIC – a company belonging to the ALMIC group (ALMIC OÜ, registry code 10890199; ALMIC Service OÜ, registry code 16967916; ALMIC Holding OÜ, registry code 16936554);1.3.
Potential CLIENT – a third party to whom ALMIC has submitted a Binding Offer to ALMIC or a Non-Binding Offer to ALMIC or who has submitted a Binding Order to ALMIC or a Non-Binding Order to the CLIENT, but with whom an Agreement has not yet been concluded, and any other person who is negotiating with ALMIC to conclude an Agreement;1.4.
CLIENT – a person (natural or legal) with whom ALMIC concludes an Agreement;1.5.
Domain Registration Management Environment – ALMIC's information technology domain management environment that allows ordering domains, concluding, managing, modifying and terminating related Agreements and to which one can register as a user at: https://ee.almic.ee;1.6.
Agreement – a transaction between the CLIENT and ALMIC, on the basis of which ALMIC provides/undertakes to provide the CLIENT with a Service and/or sells/undertakes to sell the CLIENT Goods;1.7.
Service - service provided by ALMIC to the CLIENT under the Agreement;1.8.
Goods – an item (excluding immovable property) sold by ALMIC to the CLIENT under the Agreement;1.9.
Agreement Object – Service and/or Goods;1.10.
Agreement Parties – CLIENT and ALMIC;1.11.
Binding Offer to ALMIC – a declaration of intent submitted by ALMIC to a Potential CLIENT in at least a form allowing written reproduction (e.g., email) to conclude an Agreement, which expressly states that it is a legally binding offer to ALMIC and is sufficiently detailed to consider the Agreement concluded in the sense of law from the moment the Potential CLIENT gives consent (acceptance) to it. A Binding Offer to ALMIC may be given with a deadline and in such case the Agreement is not considered concluded if the Potential CLIENT does not give consent (acceptance) within the deadline. Presumably, a Binding Offer to ALMIC is not valid for longer than one (1) week period;1.12.
Non-Binding Offer to ALMIC – a declaration of intent submitted by ALMIC to a Potential CLIENT to conclude an Agreement, which does not expressly state that it is a legally binding offer to ALMIC and/or is not sufficiently detailed to consider the Agreement concluded in the sense of law from the moment the CLIENT gives consent to it;1.13.
Binding Order to CLIENT – a declaration of intent submitted by the CLIENT to ALMIC in at least a form allowing written reproduction to conclude an Agreement, which is sufficiently detailed to consider the Agreement concluded in the sense of law from the moment ALMIC gives its consent to it. A Binding Order to CLIENT also includes an order (form) electronically completed and submitted to ALMIC by the CLIENT in the Domain Registration Management Environment. A Binding Order to CLIENT may be given with a deadline and in such case the Agreement is not considered concluded if ALMIC does not give consent within the deadline. Presumably, a Binding Order to CLIENT is not valid for longer than one (1) week period;1.14.
Non-Binding Order to CLIENT – a declaration of intent submitted by the CLIENT to ALMIC to conclude an Agreement, which expressly states that it is not a legally binding order to the CLIENT and/or is not sufficiently detailed to consider the Agreement concluded in the sense of law from the moment ALMIC gives its consent to it;1.15.
Complaint – a notice submitted by the CLIENT to ALMIC in at least a form allowing written reproduction about the discovery of defective Goods or identification of defective Service and which contains at least the following information: reference to the Agreement, reference to the Goods or Service, exact description of defects and the manner and time of their discovery; A Complaint is also submitted regarding non-delivery of Goods by the Agreement Deadline (i.e., delay) or non-provision of Service by the Agreement Deadline (i.e., delay) within the working day following the Agreement Deadline;1.16.
Objection to Complaint – objections submitted by ALMIC to the CLIENT in at least a form allowing written reproduction to the Complaint and which contains at least the following information: reference to the Complaint and clearly expressed objections to the defects mentioned in the Complaint;1.17.
Agreement Price – the amount to be paid by the CLIENT to ALMIC for the Service and/or Goods agreed between the CLIENT and ALMIC under the Agreement;1.18.
Agreement Deadline - the deadline(s) for provision/delivery of the Service and/or Goods agreed between the CLIENT and ALMIC under the Agreement. The Agreement may also provide deadlines for fulfillment of ancillary obligations, which are mandatory to comply with;1.19.
Warranty Period – is the period from the provision of the Service and/or receipt of the Goods by the CLIENT until its expiration in accordance with the General Terms, during which ALMIC is liable for direct damage actually incurred by the CLIENT in connection with Defective Service or Goods, the defectiveness of which becomes apparent during the Warranty Period;1.20.
Defective Service – Service that does not comply with the terms of the Agreement;1.21.
Defective Goods – Goods that do not comply with the terms of the Agreement;2. INTRODUCTION
2.1.
Words with capital initial letters defined in subsections of section 1 have the corresponding meaning within these General Terms. If the same word is used with a small initial letter, that word has its generally accepted meaning.2.2.
The General Terms apply to all Agreements (excluding agreements that require notarial form) forming an integral part of the Agreement and reflecting the terms of the Agreement. If it follows directly from the regulation of the General Terms, the General Terms also apply to pre-contractual negotiations.2.3.
The General Terms also apply to other transactions (e.g., barter transactions) in which the CLIENT acquires Services or Goods from ALMIC.2.4.
Terms different from the General Terms apply to Agreements only if the CLIENT and ALMIC have agreed in at least a form allowing written reproduction and expressly in terms that are contrary to the terms given in the General Terms.2.5.
The CLIENT's general terms apply to Agreements only if ALMIC has agreed to them in writing.2.6.
The General Terms apply to Agreements without the Agreement Parties having to sign them. By concluding the Agreement, regardless of the form of the Agreement, these General Terms are considered accepted by the CLIENT and as such a binding integral part of the Agreement for the Parties.2.7.
ALMIC indicates to the CLIENT the existence and applicability of these General Terms before concluding the Agreement. The indication may be made in any manner and form. Preferably, the indication is made in at least a form allowing written reproduction.2.8.
If ALMIC amends the General Terms, the General Terms as amended will enter into force and apply to Agreements concluded after the publication of the amendments. 2.8.1.
If a continuous agreement has been concluded between ALMIC and the CLIENT, the amended General Terms apply to the continuous agreement from two (2) months after ALMIC notifies the CLIENT of the amendments to the General Terms or two months after the entry into force of the amendments to the General Terms (whichever is later), but the CLIENT has the right to terminate the Agreement during this two-month period if they do not agree to the amendments.3. GENERAL REQUIREMENTS FOR THE CLIENT
3.1.
The CLIENT must be, both during pre-contractual negotiations, at the time of concluding the Agreement, and until the final proper fulfillment of the CLIENT's obligations arising from the Agreement (i.e., primarily until the final payment of the Agreement Price) and in the case of a continuous agreement until the end of the validity of the Agreement:3.1.1.
permanently solvent, against whom no insolvency proceedings have been initiated (including but not limited to bankruptcy proceedings or reorganization proceedings);3.1.2.
permanently following good practices and practices of Internet use and generally recognized business ethics norms; 3.2.
The CLIENT acts in good faith and within the framework of normal business activity following reasonable and normal business interests and business practices when conducting pre-contractual negotiations and concluding and fulfilling the Agreement.3.3.
If the CLIENT comes into conflict with the requirements of section 3.1, the CLIENT undertakes to immediately notify ALMIC of this in at least a form allowing written reproduction. When the CLIENT comes into conflict with the requirements of section 3.1, ALMIC has the right to terminate all Agreements concluded with the CLIENT and interrupt pre-contractual negotiations without ALMIC incurring any obligation to compensate for damages or other compensation obligations.3.4.
When fulfilling the Agreement(s), the CLIENT is obliged to do everything within their power to facilitate the fulfillment of ALMIC's obligations, which includes, but is not limited to, the obligation to always and at all times provide ALMIC with complete adequate information (both on their own initiative and in response to ALMIC's questions) about circumstances concerning the fulfillment of the Agreement. As a rule, the CLIENT is obliged to respond to ALMIC's inquiries concerning the Agreement and its fulfillment without delay, but not later than within two (2) working days. The CLIENT is also obliged to ensure access for ALMIC employees to equipment and installations covered by the services mentioned in the Agreement.3.5.
The CLIENT is obliged to follow all instructions and prescriptions and recommendations given by ALMIC for the safe and correct use of equipment supplied by ALMIC or temporarily given to the CLIENT for use and for the use of the Service. The CLIENT is obliged to keep all passwords, authorization codes and passwords strictly confidential and unconditionally ensure that they do not become known to any third unauthorized persons, and the CLIENT is liable for the consequences and damages arising from their leakage. The CLIENT is not liable if the leakage is caused by ALMIC's fault.3.6.
The ownership of computer hardware and software, components and equipment and accessories temporarily given to the CLIENT by ALMIC under the Agreement remains with ALMIC, but the CLIENT is responsible for them as long as they are in the CLIENT's possession.4. CONCLUSION OF AGREEMENTS AND AGREEMENT DOCUMENTS
4.1.
The Agreement is concluded in at least a form allowing written reproduction by submitting an offer (ofert) and giving consent (acceptance) to it in at least a form allowing written reproduction. Depending on the specific case, either the CLIENT or ALMIC may be the offeror and accordingly the acceptor. If the Agreement is concluded as a result of joint negotiations formalized in writing or in a form allowing written reproduction, the Agreement is considered concluded when the Agreement Parties have expressed this to each other expressly accordingly in writing or in a form allowing written reproduction. As a rule and preferably, the Agreement is concluded by (digitally) signing the agreement document.4.2.
The Agreement is considered concluded in accordance with the general regulation of the Law of Obligations Act (VÕS) except for the clarifications and specifics provided in the General Terms, including the specificity that the Agreement is not considered concluded before ALMIC has expressed with a direct declaration of intent in at least a form allowing written reproduction that it considers itself bound by the terms of the Agreement, and in such expression it must be clear without any doubt what specific terms ALMIC wishes to bind itself to. In such case, the terms of the Agreement are considered to be those terms to which ALMIC has expressly referred in at least a form allowing written reproduction. In such case, terms that are not expressly covered by ALMIC's reference are not applied. In the part of the Agreement terms not covered by ALMIC's express reference, the General Terms and provisions of law are applied if they do not conflict with the General Terms. The Agreement is not considered concluded, nor are the terms changed, by ALMIC's tacit approval, act, oral approval, etc.4.3.
The main (but not limited to these) services provided by ALMIC are: 4.3.1.
IT Support Services (including server services and X-Road services), for which an "IT Support Service Agreement" is concluded, which establishes the special terms of the services that apply together with the General Terms;4.3.1.1.
A prerequisite for the provision of the Service is the CLIENT's consent to the "Microsoft Volume Licensing End User License Terms" (available at https://almic.ee/files/public/docs/almic-ms-spla-eult.pdf), therefore the respective terms are an integral part of the Agreement between ALMIC and the CLIENT.4.3.2.
Hardware and Software Development Services, for which a "Development Service Agreement" is concluded, which establishes the special terms of the service that apply together with the General Terms;4.3.3.
Domain Services, for which a "Domain Services Agreement" is concluded, which is generally concluded through the Domain Registration Management Environment in accordance with section 4.4 of the General Terms.4.3.4.
Sale and/or rental of Goods, for which a corresponding separate Agreement may be concluded, or which is agreed upon within the framework of another Agreement between ALMIC and the CLIENT (primarily the Agreement mentioned in section 4.3.1. or 4.3.2.).4.4.
Domain Services Agreements may be concluded, modified and terminated through the Domain Registration Management Environment. When using the Domain Registration Management Environment, the following rules and conditions apply:4.4.1.
When concluding an Agreement with a CLIENT who is a consumer through the Domain Registration Management Environment, ALMIC sends a confirmation of the conclusion of the Agreement to the CLIENT's email within a reasonable time after the conclusion of the Agreement, but not later than when the provision of the Service begins, the item is delivered or other performance begins;4.4.2.
Prerequisites for creating a user account are:4.4.2.1.
Completion of an electronic data questionnaire provided by ALMIC with the CLIENT's data (including personal data of a certain natural person) and confirmation of the questionnaire in the required form by the CLIENT, whereby the CLIENT transmits data concerning them to ALMIC, which ALMIC has the right to use in accordance with ALMIC's Data Protection Terms and Personal Data Processing Overview (available: https://almic.ee/kontaktid/privaatsus-ja-andmetootluse-tingimused/), the Agreement, the General Terms and applicable legal acts;4.4.2.2.
The CLIENT's consent to the ".ee Domain Rules" approved and entered into force by the Estonian Internet Foundation (available: https://www.internet.ee/domeenid/ee-domeenireeglid), therefore the respective rules are an integral part of the Agreement between ALMIC and the CLIENT from the moment the CLIENT consents to them in ALMIC's web environment https://ee.almic.ee/;4.4.3.
The CLIENT is obliged to keep the user account password strictly confidential and unconditionally ensure that the password does not become known to any third parties. The CLIENT is liable for password leakage (including possible actions and transactions concluded by third parties (including malicious) using the CLIENT's password). The CLIENT is not liable if the password leakage is caused by ALMIC's fault.4.4.4.
A CLIENT who is a consumer (i.e., a natural person who makes a transaction not related to conducting independent economic or professional activity), whose place of residence is in Estonia or a European Union member state, who concludes an Agreement by means of communication (within the meaning of VÕS § 52) (including through the Domain Registration Management Environment) has additional special consumer rights arising from the Law of Obligations Act in connection with Agreements concluded by means of communication, and the following special terms apply to the respective Agreements:4.4.4.1.
When concluding an Agreement with a CLIENT who is a consumer through the Domain Registration Management Environment, ALMIC sends a confirmation of the conclusion of the Agreement to the CLIENT's email within a reasonable time after the conclusion of the Agreement, but not later than when the provision of the Service begins, the item is delivered or other performance begins;4.4.4.2.
A CLIENT who is a consumer has the right to withdraw from the Agreement without giving a reason within fourteen (14) calendar days (deadline calculation according to VÕS § 56), by submitting to ALMIC in a form reproducible in writing a statement using the standard form (available: https://www.riigiteataja.ee/akt/103012014001), or by submitting in another way an unambiguous withdrawal statement by sending it to info@almic.ee;4.4.4.3.
If a CLIENT who is a consumer wants the provision of services (including domain registration) or other fulfillment of the Agreement to take place during the 14-day withdrawal period, they must submit to ALMIC an express statement to this effect and confirm in it that with the statement they lose their right of withdrawal, and in such case the consumer CLIENT's right of withdrawal does not apply if ALMIC's obligations under the Agreement have been fully fulfilled (including the CLIENT's domain registered), otherwise ALMIC does not start domain registration operations before the expiration of the 14-day withdrawal period, therefore ALMIC also cannot guarantee that it is possible to register the domain in the requested form (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 the Agreement, ALMIC returns to the consumer upon receipt of the withdrawal statement immediately, but not later than 14 days after, all fees received from the consumer under the Agreement, including the costs of delivering the Goods borne by the consumer, from which are deducted the costs to be reimbursed by the consumer to ALMIC (including reasonable costs according to VÕS § 562 paragraph 5). If the consumer has expressly chosen a delivery method different from the cheapest normal method of delivering the item offered, ALMIC does not have to return to the consumer the cost exceeding the cost associated with the normal delivery method. ALMIC makes refunds using the same payment method that the consumer used to make payments, except if the consumer has expressly given consent to use a different payment method, and provided that the consumer does not incur service fees or other costs with such payment refunds. If the subject of the Agreement is the delivery of Goods, ALMIC may refuse to make refunds until the consumer has returned the Goods that were the subject of the Agreement or submitted evidence that they have sent the Goods back. Upon withdrawal from the Agreement, ALMIC also fulfills other obligations arising from law.4.4.4.5.
Upon withdrawal from the Agreement, if the subject of the Agreement was Goods, the CLIENT sends the item back to ALMIC or hands over the item to the entrepreneur or a person named by the entrepreneur immediately, but not later than 14 days after making the withdrawal statement and bears the direct costs associated with returning the Goods that were the subject of the Agreement. If the consumer exercises the right of withdrawal after submitting the statement mentioned in section 4.4.4.3., the consumer compensates ALMIC for the value of what was delivered as fulfillment of the Agreement proportionally to what was delivered up to the time when the consumer withdrew from the Agreement, taking into account the total volume of the Agreement. Upon withdrawal from the Agreement, the CLIENT also fulfills other obligations arising from law.4.5.
After the conclusion of the Agreement, the terms of the Agreement cannot be changed without the consent of the other party, which must be expressed in at least the same form in which the Agreement was concluded, unless otherwise stipulated in the Agreement document (e.g., regarding the change of some term, the possibility for unilateral change has been given).5. AGREEMENT DEADLINE AND COMPLIANCE WITH IT
5.1.
The Agreement Deadline generally follows expressly from the Agreement documents.5.2.
ALMIC is obliged to fulfill its main obligation arising from the Agreement (i.e., provision of the Service or delivery of the Goods) by the Agreement deadline. The Agreement may provide deadlines for the fulfillment of ancillary obligations as well. If the Agreement (including the General Terms) does not expressly provide for an Agreement Deadline or deadlines for ancillary obligations, one must proceed from legal requirements and in any case the obligation must be fulfilled within a reasonable time.5.3.
If it does not follow otherwise from the Agreement documents, the CLIENT is not entitled to refuse to accept the fulfillment performances of the Agreement from ALMIC prematurely or with delay, but in such case the CLIENT is entitled to use legal remedies provided by law in the manner and under the conditions provided by law.5.4.
ALMIC does everything within its power to immediately notify the CLIENT if there is a risk that ALMIC will not be able to fulfill its obligations by the Agreement Deadline, informing the CLIENT of the reasons for the delay and the deadline by which ALMIC is expected to be able to fulfill its obligations. In such case, the CLIENT is obliged to take reasonable measures to prevent and/or minimize the damage occurring to them.6. AGREEMENT OBJECT QUALITY REQUIREMENTS AND QUALITY ASSURANCE
6.1.
The Service and/or Goods must comply with the terms and quality of the Agreement in which the Parties have previously agreed or, in the absence of a special agreement, with the terms and quality that are customary in the field of information technology. If the Agreement does not expressly provide otherwise, the Service and/or Goods must comply with those terms and characteristics that ALMIC has indicated when offering the Service and/or Goods for sale (primarily in the Service description and Goods labeling). Corresponding quality and ownership requirements arising from the Agreement documents apply to the Service and/or Goods.6.2.
To ensure compliance with requirements and quality, ALMIC has the right: at any time to require from the CLIENT information necessary for the provision of the Service, access and immediate elimination of defects under the CLIENT's control that prevent the provision of the Service; to ensure that the CLIENT does not violate applicable legal and normative acts, the Agreement, third party rights and good practice when using the Service; at any time to require from the CLIENT that the CLIENT does not use the Service improperly; to make prescriptions and recommendations to the CLIENT regarding the use of the Service that must be followed and fulfilled; to suspend the provision of the Service without prior notice if it turns out or there is a reasonable suspicion that software, scripts or applications used by the CLIENT cause (e.g., due to overload) hardware and software failures or malfunctions, or threaten the rights of third parties (including ALMIC's other clients); to require the CLIENT to fulfill the instructions and prescriptions given to them, including to remove, after twelve (12) hours have passed after corresponding notification and the CLIENT's inadequate response, software, scripts or other applications used by the CLIENT that cause or are a reasonable threat to cause malfunctions and disturbances and improper load on information technology systems and the provision of the Service (including to third parties); to remove any illegal and contrary to good morals material published by the CLIENT up to suspension of the Service provision or termination of the Agreement; to use services developed by third parties in the provision of the Service (for example, spam filter service in email hosting). In this respect, ALMIC does not take responsibility for a service developed and offered by a third party (including intermediated by ALMIC). However, ALMIC does everything reasonably within its power to ensure that the third party chosen by ALMIC and the corresponding service are highly rated in terms of economic and professional activity. ALMIC also does everything reasonably within its power to demand quick elimination of problems from third parties if ALMIC has a legal basis for such a demand (e.g., agreement). If the CLIENT does not wish to use a specific service from a third party, they notify ALMIC of this so that if possible another service provider with a similar function and/or service can be chosen.6.3.
In connection with the above, ALMIC is not liable for the Service and/or Goods (quality) compliance with requirements (including for the Service functioning without errors and problems) if the reason for non-compliance with requirements and/or errors and problems is:6.3.1.
circumstances arising from the CLIENT (including also from programs used by the CLIENT and stored, for example, on the server, etc.) and/or persons for whom the CLIENT is responsible (including ignoring ALMIC's instructions and recommendations, or improper use of the product/service, etc.);6.3.2.
circumstances related to services of third parties necessary for consuming and/or providing and functioning of the Service (including, for example, communication line failures, problems with software created by third parties, etc.) even if ALMIC intermediates these services;6.3.3.
spread of malware, internet attacks, etc.;6.3.4.
specifics and automatic reactions of software and services necessary for consuming and/or providing and functioning of the Service (e.g., automatic reaction of spam filter to withhold an email under certain conditions, although it later turns out that it is not spam);6.3.5.
force majeur circumstances.6.4.
ALMIC is also not liable for the functioning of hardware and software owned by the CLIENT on the basis of ownership rights and/or given to the CLIENT for use by third parties and the effects thereof on the functioning of the Service, nor if the Service and/or Goods do not meet the CLIENT's expectations or needs if the CLIENT has not clearly expressed their expectations and needs when concluding the Agreement.7. CONSIDERATION OF SERVICE AS PROVIDED AND TRANSFER OF POSSESSION AND OWNERSHIP OF GOODS
7.1.
The Service is considered provided in accordance with what is provided for in the Agreement.7.2.
The possession of Goods is transferred in accordance with what is stipulated in the Agreement. Together with the possession of Goods, the risk of accidental destruction and damage associated with the Goods is also transferred. If the Agreement refers to Incoterms delivery clauses, the transfer of possession of Goods and the risk of accidental destruction and damage associated with the Goods takes place in accordance with the delivery clause.7.3.
If the Agreement does not provide otherwise, the place of transfer of possession of Goods is considered to be ALMIC's location. The CLIENT undertakes to inspect or have the Goods inspected immediately after receiving possession of the Goods. The transfer of ownership of Goods takes place with the full payment of the Agreement Price (reservation of title in favor of ALMIC).8. NOTIFICATION OF AGREEMENT DEFECTS
8.1.
The CLIENT must submit a Complaint to ALMIC within a reasonable time after they became aware or should have become aware of the Service or Goods not complying with the terms of the agreement, describing the non-compliance with the terms of the agreement in sufficient detail. Generally, a reasonable time is not considered longer than two (2) working days.8.2.
If the Complaint concerns Goods, ALMIC has the right after receiving the Complaint to become familiar with the defective Goods and submit an Objection to the Complaint within a reasonable time.8.3.
On the basis of the Complaint and Objection to the Complaint, the Parties resolve the dispute by agreement. In case of failure to reach an agreement, in court.9. AGREEMENT PRICE, PRICE ADJUSTMENT AND PAYMENT
9.1.
The CLIENT undertakes to pay the Agreement Price to ALMIC in the amount and by the deadline(s) provided for in the Agreement. ALMIC may establish a general price list for certain Services and Goods, in which case the price list valid at the time of accepting the respective order applies, unless the Parties have separately agreed in the Agreement on a price different from the price list (in such case the price agreed in the Agreement applies).9.2.
ALMIC sends an invoice to the CLIENT for payment of the Agreement Price to the email address notified by the CLIENT to ALMIC in the Agreement (or in another way), which is considered received by the CLIENT on the working day following the sending. ALMIC sends invoices for continuous agreements to the CLIENT by the 5th day of each current calendar month, unless otherwise agreed by special agreement on another deadline.9.3.
If ALMIC materially breaches the Agreement, the CLIENT has the right to delay payment of the Agreement Price until the end of the breach and to reduce the Agreement Price in accordance with the principles and conditions for price reduction provided for in law.9.4.
The Agreement Price is considered properly paid from the moment when the corresponding amount has been received in ALMIC's bank account.9.5.
The CLIENT is obliged to pay the Agreement Price by the date indicated on the invoice, which is generally seven (7) days from the submission of the invoice, unless otherwise agreed by special agreement on another deadline.9.6.
If the Agreement (continuous agreement) provides that the invoice for the standing fee is submitted for each calendar month, in a situation where the Agreement begins or ends in the middle of a calendar month, the invoice for the first and last standing fee may be submitted for an incomplete calendar month according to the period from the entry into force of the Agreement until the last day of the month and from the first day of the last month of the Agreement's validity until the end date of the agreement.9.7.
If the Agreement is a continuous agreement and it has been in effect for more than twelve (12) months from the conclusion, ALMIC has the right to unilaterally increase the Agreement Price once every twelve (12) months. In such case, ALMIC notifies of the increase in the Agreement Price in at least a form allowing written reproduction (e.g., email) at least two (2) calendar months in advance. If the CLIENT does not agree with the price change, they have the right to extraordinarily terminate the Agreement within the same time.9.8.
If during the fulfillment of the Agreement (primarily service agreements) it turns out that the volume of the service and/or work to be performed is greater than was notified to ALMIC by the CLIENT in pre-contractual negotiations or in the earlier period of Agreement fulfillment, ALMIC has the right to demand adjustment of the Agreement Price according to the actual situation. If the Parties do not reach an agreement on changing the Agreement Price, ALMIC has the right to extraordinarily terminate the Agreement with one (1) week advance notice.9.9.
To dispute an invoice, the CLIENT must submit a written claim to ALMIC within seven (7) days of receiving the invoice, which ALMIC undertakes to review within seven (7) calendar days. Thereafter, the Parties clarify the validity or invalidity of the claim (in case of failure to reach an agreement, in court). Depending on whether the claim proves valid or invalid, late payment interest applies to the amount payable on the basis of the invoice (if the invoice is unpaid) or the obligation to return the paid amount (if the invoice is paid).9.10.
In case of delay in payment of the Agreement Price, the CLIENT is obliged to pay ALMIC late payment interest of 0.1% of the amount in delay for each delayed day.10. INTELLECTUAL PROPERTY
10.1.
All intellectual property (including author's economic and moral rights) that arises as a result of ALMIC's development activities in the process of concluding and fulfilling Agreements belongs to ALMIC, unless the Parties have clearly agreed otherwise in at least a form allowing written reproduction. This includes all intellectual property that arises in connection with ALMIC creating any works, inventions, utility models, etc. in the framework of fulfilling the Agreement.10.2.
The CLIENT is not allowed to use any intellectual property belonging to ALMIC in any way without ALMIC's consent and/or register it in their name or allow any third parties to use or register it.11. BREACH OF AGREEMENT, EXCUSABILITY AND ITS CONSEQUENCES
11.1.
Breach of Agreement11.1.1.
If a Party breaches the Agreement, the Party has the right to use legal remedies arising from law and the Agreement (including the General Terms), including but not limited to:11.1.1.1
ALMIC has the right to suspend the provision of the Service immediately if the CLIENT delays payment of the invoice for more than 30 calendar days beyond the payment deadline indicated on the invoice and ALMIC has previously warned the CLIENT of the suspension of the Service provision. After payment of the invoice, ALMIC restores the provision of the Service;11.1.1.2
ALMIC has the right to restrict the CLIENT's access and/or withhold and not deliver/hand over to the CLIENT the CLIENT's property and/or the Agreement Object in ALMIC's possession until the CLIENT has paid their debt to ALMIC. After payment of the debt, ALMIC fulfills its own obligation;11.1.1.3
terminate the Agreement on the grounds and in the order provided for in the Agreement (including the General Terms).11.1.2
If a Party has breached the Agreement culpably and is obliged according to law to compensate the other Party for the damage caused, the Party obliged to compensate undertakes to compensate the other Party only for foreseeable and directly incurred actual property damage in connection with the breach of the Agreement. Neither Party is obliged to pay the other Party as damage compensation a total amount greater than the amount equal to the amount paid/payable from the CLIENT to ALMIC under the Agreement in the last twelve (12) months (monetary limit of liability for both Parties).11.1.3
If the Agreement Party breaches the Agreement in a situation and under conditions where the breach is considered excusable (force majeure) according to applicable law, the law is followed.11.1.4
If a Party's liability is limited or excluded by the Agreement, the Agreement is followed.12. WARRANTY
12.1.
The Warranty Period for all Goods supplied under the Agreement is the period indicated on the Goods unless the Parties have agreed otherwise in at least a form allowing written reproduction.12.2.
In case of Defective Goods, ALMIC undertakes to replace the Defective Goods with Goods complying with the Agreement terms or repair them at its own expense in accordance with legal regulation. Damages are subject to compensation in accordance with law and the Agreement (including section 11 of the General Terms). 13. CONFIDENTIALITY REQUIREMENTS AND DATA PROCESSING
13.1.
Agreements (excluding the fact of concluding the Agreement) are confidential (excluding the General Terms) and disclosure of Agreement terms to third parties is prohibited. The Parties have the right to disclose Agreement terms to their auditors, accountants and legal advisers provided that the mentioned persons are subject to a corresponding confidentiality obligation.13.2.
The CLIENT is aware of and accepts the fact that depending on the specifics of the Service, ALMIC may and occasionally does have access to the CLIENT's data, including Confidential Information (including also certain personal data). In certain circumstances, the CLIENT may also have access to certain ALMIC Confidential Information during the conclusion and fulfillment of the Agreement.13.3.
In the Agreement, confidential information/data (Confidential Information) is understood as the Parties' trade secrets or other delicate and sensitive information that may or whose public disclosure may damage the personal or business interests and activities of the Parties or third parties and information that has become known to the Party in connection with the conclusion and fulfillment of the Agreement and its Annexes and previously prepared and future Agreement documents to be concluded, regardless of whether the information is presented in a specific or visible form, on some data carrier or orally. Confidential Information is also any information that has become known to ALMIC in the course of providing the Service, including any personal data and other special categories of data.13.4.
Confidential Information does not include any information that was generally known before the conclusion of the Agreement and that does not damage the Party's or third parties' interests, relationships with cooperation partners or reputation, taking into account, among other things, the field in which the Party operates; any information that has become public independently of the Party before the conclusion of the Agreement; any information that must be disclosed according to applicable legal acts.13.5.
In connection with the above, the Parties undertake not to intentionally disclose Confidential Information of the other Party that has become known to them to third parties and not to use it for business or other purposes (including compilation of databases or other systematized data collections from Confidential Information, publication and dissemination) without the written consent of the other Party. The Parties undertake to take all reasonable measures to ensure the security of Confidential Information and protect them from unauthorized or illegal access and/or processing and accidental loss, destruction or damage, applying appropriate technical and organizational measures. In this respect, the CLIENT undertakes to follow the instructions and prescriptions and recommendations given by ALMIC to the CLIENT to ensure security, including not disclosing any access codes (including passwords, authorization codes and passwords to servers, accounts, services, etc.) to any third parties. The CLIENT is obliged to immediately notify ALMIC of any leaks to help ensure data security without delay.13.6.
Breach of the obligation not to disclose Confidential Information is not considered a situation where a Party is obliged to disclose Confidential Information or allow a third party access to Confidential Information if required by law or court decision or order or other legal act and/or official document issued on its basis. In connection with the above, the Parties mutually acknowledge and have agreed that neither Party is obliged to make unreasonable efforts to be freed from the aforementioned obligation (e.g., to challenge a document submitted to them obliging disclosure of Confidential Information), but the Party has the right to assume that demands submitted by officials are legitimate and legal.13.7.
A Party processes the Party's Confidential Information only in connection with and for the fulfillment of the Agreement in the manner and to the extent necessary.13.8.
If Confidential Information includes personal data, ALMIC generally qualifies as an authorized processor and the CLIENT is the responsible processor of these data together with all associated obligations. ALMIC is a responsible personal data processor only in minority cases (primarily with respect to personal data that ALMIC obtains in its possession in connection with the creation of user accounts in the Domain Registration Management Environment). ALMIC processes personal data only in accordance with the General Data Protection Regulation, law and ALMIC's Data Protection Terms and Personal Data Processing Overview (available: https://almic.ee/kontaktid/privaatsus-ja-andmetootluse-tingimused/).13.9.
If the CLIENT has, or arising from their activities has special requirements in their possession or responsibility for the storage, processing or handling of Confidential Information (including personal data) that ALMIC is obliged to follow when fulfilling the Agreement, the CLIENT is obliged to immediately notify ALMIC of this, and in such case the corresponding requirements and instructions are agreed upon separately in a written Agreement document, or the Agreement is terminated (if ALMIC does not qualify or cannot follow these requirements).14. ASSIGNMENT OF AGREEMENT AND SUBCONTRACTING
14.1.
The CLIENT does not have the right to assign the Agreement to any third party without the corresponding clear consent of ALMIC, which must be expressed in at least a form allowing written reproduction. If the CLIENT allows third parties to use the Service, they are liable for the activities of these persons both to ALMIC and to any third parties.14.2.
ALMIC has the right to assign Agreements to third parties and use third parties in subcontracting without requiring the CLIENT's consent unless the Parties have agreed otherwise in at least a form allowing written reproduction. In such case, ALMIC is liable for the proper quality of the service provided by the subcontractors chosen by it, including compliance with the confidentiality obligation.15. ESTABLISHMENT AND MODIFICATION AND TERMINATION OF TRADING PRACTICE BETWEEN THE PARTIES
15.1.
If the Parties conclude Agreements for the provision of the same or similar Services or purchase of Goods on several consecutive occasions, this does not create a binding trading practice between the Parties nor other legal consequences, including:15.1.1.
neither Party has an obligation to conclude additional Agreements on the same or similar terms as previously concluded Agreements (including price, deadlines, submission of offers and giving of consents, etc.) and the counterparty does not have a legal expectation to conclude additional Agreements.15.2.
The Parties' behavior and established practice cannot change the terms of the Agreement. The terms of the Agreement can only be changed in the same form as the Agreement was concluded.15.3.
ALMIC's silence or act (action or inaction) may not be attributed a binding legal meaning to ALMIC.16. TERMINATION AND ENDING OF THE AGREEMENT
16.1.
A one-time Agreement ends with fulfillment. A continuous agreement can be terminated by ordinary or extraordinary termination. If the termination conditions are stipulated in a separate Agreement document concluded between the Parties, the corresponding agreed conditions apply. If the Parties have not agreed otherwise among themselves, the Parties proceed from the General Terms in this respect.16.2.
A Party has the right to ordinarily terminate the Agreement on the grounds and in the order provided for in the Agreement document and in the absence of a special agreement, in accordance with law.16.3.
A Party has the right to extraordinarily terminate the Agreement with seven (7) days advance notice:16.3.1.
if the other Party materially breaches the Agreement and does not end the breach within seven (7) days from the other Party's submission to them of a corresponding demand to end the breach (whereby the seven (7) day deadline for ending the breach and termination may overlap);16.3.2.
if bankruptcy proceedings, reorganization proceedings, liquidation of a legal entity have been initiated against the other Party, arrest or prohibition of alienation has been imposed on assets, or for another reason there is a reasonable doubt that the other Party will not be able to properly fulfill its Agreement obligations in the future;16.3.3.
ALMIC has the right to extraordinarily terminate the Agreement if the CLIENT is in delay with payment of the Agreement Price for more than thirty (30) days (whereby ALMIC does not have an obligation to terminate the Agreement, but ALMIC may also continue fulfilling the Agreement and/or suspend fulfillment of the Agreement according to section 11.1.1.1.);16.3.4.
among other things, a material breach of the Agreement is also considered and the CLIENT has the right to extraordinarily terminate the Agreement also if ALMIC breaches its own obligations mentioned in section 6.1.;16.3.5.
among other things, a material breach of the Agreement is also considered and ALMIC has the right to extraordinarily terminate the Agreement also if the CLIENT breaches their own obligations mentioned in section 6.2.16.4.
Upon termination of the Agreement, the Parties perform all operations provided for by law for correct termination of the contractual relationship (including all fees are payable for work performed, Services provided and Goods delivered, for which ALMIC submits a corresponding invoice).16.5.
Since upon termination of the Agreement ALMIC's obligation to provide the Service ends, (depending on the type of Agreement) among other things ALMIC's obligation to store the CLIENT's information assets also ends, therefore ALMIC is entitled to delete such information assets (including, for example, the CLIENT's files, etc.) from its servers after the end of the Agreement, after which the CLIENT no longer has access to it and ALMIC cannot issue it to the CLIENT or restore it. Therefore, the CLIENT is aware that it is the CLIENT's own obligation to ensure before the end of the Agreement (including extraordinary termination of the Agreement by ALMIC due to the CLIENT's breach) the copying/transfer of their information assets outside ALMIC's area of responsibility in order to ensure the preservation of the corresponding information assets for the CLIENT. ALMIC is not liable for any consequences in connection with the deletion of the CLIENT's information assets after the end of the Agreement (regardless of the basis for the termination of the Agreement).16.6.
The rights and obligations of the Parties that by their nature do not depend on the validity of the Agreement remain in force after the end of the Agreement.16.7.
Blocking of terrorist content (Regulation (EU) 2021/784)16.7.1.
Prohibited content: In accordance with Regulation (EU) 2021/784, which addresses combating the dissemination of terrorist content online, it is prohibited when using our services to disseminate terrorist content that, for example, incites or glorifies the commission of terrorist acts, recruits into terrorist groups or provides instructions on the manufacture and use of explosives, firearms or other weapons, toxic and/or dangerous substances or other specific methods or technical means to commit any terrorist act referred to in Article 3(1)(a) to (i) of Directive (EU) 2017/541 or to contribute to its commission.16.7.2.
Our measures: Terrorist content identified by us is removed immediately. Upon receipt of a removal order from a competent authority, we remove terrorist content or block access to it immediately and in any case as quickly as possible, taking into account the one (1) hour deadline arising from Regulation (EU) 2021/784. In our activities in reviewing content and its removal, we proceed from the principles of diligence and proportionality. Our main measures for content review and moderation are manual content moderation, temporary closure of the Service or CLIENT's website if necessary, notification of the CLIENT and restoration of the Service after the CLIENT's confirmation that the content has been brought into compliance with applicable requirements.16.7.3.
Automated means: We do not use automated means to detect or remove terrorist content. Content review and decisions on its removal or blocking of access are made manually by ALMIC employees, taking into account the requirements arising from Regulation (EU) 2021/784, context and the principles of diligence and proportionality.16.7.4.
Taking context into account in special cases: For content created for educational, artistic, scientific or journalistic purposes, we always assess the purpose and context of dissemination. 16.7.5.
Notification: After content removal, we notify the user/content service provider of this, except if a competent authority has prohibited this for public security reasons. 16.7.6.
Retention of removed content: Removed content and related data are securely retained for six (6) months. At the request of a competent authority or court, terrorist content is retained for an additional specified period.16.7.7.
Filing complaints: The user and/or content service provider has the right to challenge the removal decision. 16.7.8.
Complaint resolution mechanisms (Regulation (EU) 2021/784)16.7.9.
Complaint filing procedure (Regulation (EU) 2021/784)16.7.10.
If your content has been removed, you have the right to file a complaint. 16.7.11.
Filing a complaint: File a complaint through the electronic form on our website or by email to tco@almic.ee, adding information about the removed content and justification for why the removal or blocking decision should be revoked. 16.7.12.
Proceedings and decision: We will review the complaint and notify you of the results within two weeks from receipt of the complaint. If the complaint is granted, the content will be restored immediately. In case of rejection of the complaint, we will provide clear reasons for this. 16.7.13.
Our decision does not limit your right to turn to court to protect your rights. 16.7.14.
TCO (EU) 2021/784 contact point16.7.15.
Contact point: For submitting removal orders for terrorist content, our electronic contact point is tco@almic.ee, which allows written reproduction. The contact point address is publicly available on our website and is clearly marked as TCO (EU) 2021/784 contact point.16.7.16.
Languages: Competent authorities may submit orders for removal of terrorist content or blocking of access in Estonian or English.16.7.17.
Clarification: The general company email address (info@almic.ee) may also be used as a contact point, provided that it enables timely receipt and processing of removal orders from competent authorities. In such case, the contact point address must be expressly marked on the website as TCO (EU) 2021/784 contact point.17. FINAL PROVISIONS
17.1.
If according to law any provision of these General Terms is void, this does not affect the validity of other provisions. In such case, a term that is as similar as possible to the content of the void provision in such a way that it is in accordance with law is applied instead of the void provision.17.2.
Estonian law applies to the Agreement.17.3.
All disputes arising from Agreements are subject to resolution in the Republic of Estonia, in the court of the Republic of Estonia, unless the Parties reach an out-of-court agreement.Confirmed by decision of the ALMIC management board on November 25, 2025.