SOLGREEN OÜ — Terms of Service

Last Updated: 2026-05-07 Effective Date: 2026-05-07

These Terms of Service (the "Terms") govern (i) your use of the website at https://solgreen.ee and any subdomains (the "Site"), and (ii) any engagement under which SOLGREEN OÜ (registry code 16360195, Tartu mnt 67/1-13b, 10115 Tallinn, Estonia) ("SOLGREEN", "we", "us", "our") provides software development, AI automation, or related services to you or to the organization you represent (the "Services"). By using the Site or by entering into an engagement with us, you agree to these Terms.

1. Acceptance of Terms

Plain English: By using our website or hiring us, you agree to these terms. If you accept on behalf of a company, you confirm you have authority. You must be at least 18.

You accept these Terms by (a) accessing or using the Site, (b) signing a Statement of Work, Order Form, proposal, or other engagement document referencing these Terms, or (c) instructing us in writing to begin work. If you accept on behalf of a legal entity, you represent and warrant that you have authority to bind the entity, that the entity agrees to be bound, and that "you" and "your" refer to that entity throughout.

You must be at least 18 years old, or the age of legal majority in your jurisdiction (whichever is greater).

The current version of these Terms is always available at https://solgreen.ee/terms.

2. Definitions

Plain English: Glossary so we don't repeat ourselves.

In these Terms, unless context requires otherwise:

• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "Applicable Data Protection Laws" means GDPR, UK GDPR, the Estonian Personal Data Protection Act (Isikuandmete kaitse seadus), Swiss FADP, CCPA/CPRA, and any other applicable data protection laws.
• "AI Tools" means artificial-intelligence and machine-learning systems used in the Services, including large language models, image generation models, retrieval-augmented generation systems, autonomous agents, and analytics models.
• "Client Materials" means content, data, branding, source code, or other materials you provide to us for use in performing the Services.
• "Confidential Information" has the meaning in Section 9.
• "Deliverables" means tangible work product produced by SOLGREEN for you under a SOW, including software, source code, data analyses, reports, designs, content, and recommendations.
• "DPA" means the Data Processing Agreement available at https://solgreen.ee/dpa.
• "Personal Data" has the meaning given to it under Applicable Data Protection Laws.
• "Statement of Work" or "SOW" means a written engagement document (proposals, order forms, scopes of work) signed or otherwise mutually agreed describing the Services, fees, and timeline.
• "Sub-processor" has the meaning given in the DPA.
• "Third-Party Services" means platforms, tools, or services provided by third parties.

3. Description of Service

Plain English: We're an Estonian software and AI agency. We build web/mobile platforms, AI workflows, RAG systems, agents, design systems, and APIs. We use defined methods and report results honestly, but we do not promise specific commercial outcomes.

SOLGREEN provides software development and AI automation services, including without limitation:

• Web platforms and mobile applications
• AI automation workflows and autonomous agents
• Retrieval-Augmented Generation (RAG) systems
• Operator consoles and internal tools
• Design systems and APIs
• Strategy & discovery consulting

We perform the Services with reasonable skill and care and, where applicable, in accordance with the SOW. We do not guarantee specific commercial outcomes such as user acquisition, revenue, conversion rates, or business results, all of which depend on factors outside our control. We commit to (a) defining the methods and assumptions used in each engagement, (b) reporting status and risks honestly, and (c) flagging changes that may affect outcomes.

The Site is provided as informational and for inquiries about our Services, "as is" subject to Section 14.

4. Engagements & Statements of Work

Plain English: Our actual work happens under a written SOW. If the SOW conflicts with these Terms for that engagement, the SOW wins.

4.1 SOW Required. Each engagement is governed by a written Statement of Work signed or otherwise mutually agreed.

4.2 Order of Precedence. In conflict between these Terms and a signed SOW, the SOW prevails for the engagement governed by it. In conflict between an executed DPA and these Terms on data protection, the DPA prevails.

4.3 Change Orders. Changes to scope, schedule, or fees require a written change order or amended SOW.

4.4 Client Cooperation. Timely delivery depends on your cooperation, including timely review of drafts, provision of Client Materials, access to systems necessary to perform the Services, and responses to questions. Delays caused by you may result in adjusted timelines or fees.

4.5 Acceptance. Unless the SOW states otherwise, Deliverables are deemed accepted upon the earlier of (a) your written acceptance, (b) your use of the Deliverable for its intended purpose, or (c) ten (10) business days after delivery without written rejection identifying specific, material non-conformance with the SOW.

5. Fees, Invoicing & Payment

Plain English: Fees are quoted in EUR and don't include taxes. Standard minimum engagement is €18,000. Invoices are due within 14 days. Late payment carries 1% monthly interest, and we can pause work after 30 days unpaid.

5.1 Fees. Fees are set out in the SOW. Unless the SOW states otherwise, fees are quoted in Euros (EUR) and exclude taxes (including VAT, where applicable), duties, levies, third-party costs (cloud spend, AI vendor inference fees, software licenses, contractor fees), and reasonable out-of-pocket expenses. Our standard minimum engagement is €18,000.

5.2 Invoicing. Unless the SOW states otherwise, we invoice in accordance with the milestones or schedule in the SOW. Invoices are payable within fourteen (14) days of issue.

5.3 Late Payment. Amounts not paid by the due date accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by Estonian law. If an invoice is unpaid for more than thirty (30) days after the due date, we may suspend the Services upon written notice without liability.

5.4 Taxes. You are responsible for all taxes (VAT, GST, sales, use, withholding) other than taxes on our net income. Where you withhold taxes on amounts payable to us, you will gross up the payment unless we have provided a treaty-relief or exemption certificate.

5.5 Disputed Invoices. Dispute any invoice in writing within fourteen (14) days, identifying the items disputed and the basis. Undisputed amounts remain due. The Parties will work in good faith to resolve disputed amounts within thirty (30) days.

5.6 Currency. Where you pay in a currency other than EUR, the conversion uses the bank's prevailing exchange rate on the payment date and any conversion or transfer fees are your responsibility.

5.7 Refunds. Fees for Services already performed are non-refundable. Pre-paid fees for Services not yet performed will be refunded on a pro-rata basis on termination by you for our material breach (see Section 17).

6. Intellectual Property Rights

Plain English: You keep your stuff. We keep our stuff. Once a Deliverable is fully paid for, it's yours — except for our pre-existing tools and methods, which we license to you to use as part of the Deliverable.

6.1 Client Materials. As between the Parties, you retain all right, title, and interest in Client Materials. You grant SOLGREEN a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and display Client Materials solely as necessary to perform the Services and produce the Deliverables.

6.2 SOLGREEN Background IP. SOLGREEN retains all right, title, and interest in its pre-existing intellectual property, methodologies, frameworks, templates, tools, software, training data, models, prompts, processes, and know-how (collectively, "SOLGREEN Background IP"), including any improvements made during an engagement.

6.3 Deliverables. Subject to your full and timely payment of all fees due, SOLGREEN assigns to you all right, title, and interest in the Deliverables, excluding SOLGREEN Background IP embedded therein. To the extent SOLGREEN Background IP is embedded, SOLGREEN grants you a perpetual, worldwide, non-exclusive, royalty-free, sublicensable license to use that Background IP solely as embedded.

6.4 Pre-Payment Position. Until full payment, ownership of Deliverables remains with SOLGREEN; you have a limited license to review for evaluation only.

6.5 Trademarks. "SOLGREEN" and the SOLGREEN logo are trademarks of SOLGREEN OÜ. You may not use them without prior written consent except as in Section 22.

6.6 Open-Source Components. Deliverables may incorporate open-source software. The license terms of the relevant open-source components apply to those components and prevail over conflicting terms in this Section to the extent required.

6.7 AI-Generated Content in Deliverables. Where Deliverables include AI-generated content, you receive whatever rights are available under the AI vendor's terms. Some AI-generated outputs may not qualify for copyright protection in some jurisdictions; we will flag this in the SOW where it materially affects the Deliverable.

6.8 Feedback. If you provide Feedback relating to the Services or SOLGREEN Background IP, you grant SOLGREEN a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback for any purpose without obligation or attribution.

7. Client Materials & Representations

Plain English: When you give us content, data, or branding, you confirm you have the right to give it to us, and that any personal data you share has been lawfully collected.

7.1 Right to Provide. You represent and warrant that (a) you own or have the necessary rights to provide all Client Materials, (b) the Client Materials and our authorized use do not infringe or violate any third party's rights, and (c) any Personal Data in Client Materials has been lawfully collected and shared with us in compliance with Applicable Data Protection Laws.

7.2 Content Standards. Client Materials must not contain content that is unlawful, defamatory, obscene, deceptive, or otherwise inappropriate. We may decline Client Materials that, in our reasonable judgment, would expose either party to legal or reputational risk, after discussing concerns with you.

8. AI-Powered Services

Plain English: We use AI tools (LLMs, RAG, image generation) for our work and we build AI products for clients. We don't let AI vendors train on your data. We tell you which tools we used. We review AI outputs before delivery, but you should review them too. We follow the EU AI Act.

This Section addresses our obligations under the EU AI Act (Regulation (EU) 2024/1689), in particular Articles 5 (prohibited practices), 25 (responsibilities along the AI value chain), and 50 (transparency).

8.1 Use of AI. The Services may include AI Tools. The specific AI Tools used in an engagement will be identified in the SOW or upon your request.

8.2 No Training on Customer Data. We will only use AI Tools that contractually commit not to train, retrain, or fine-tune their models on your inputs or outputs. Where this commitment is not technically feasible, we will inform you in advance and obtain your written consent.

8.3 Output Review. AI Tools can produce outputs that are inaccurate, incomplete, biased, or unsuitable. We apply human review to AI-generated Deliverables before delivery, but we recommend you review them too — particularly for legally, financially, or factually sensitive content.

8.4 Transparency (Article 50). Where an AI Tool was materially used to produce a Deliverable that is published to the public, or where SOLGREEN delivers an AI system that interacts with natural persons, we will support disclosure of AI involvement to the extent required by Article 50 of the EU AI Act, applicable Estonian / EU data protection law, your reasonable instructions, or industry best practice. You are responsible for any disclosures required of you as a publisher / deployer under applicable law.

8.5 Value-Chain Responsibilities (Article 25). Where SOLGREEN sits in the AI value chain as a deployer, modifier, or component supplier, we will provide downstream parties with the information they need to fulfill their own AI Act obligations.

8.6 No Warranty for AI Outputs. Without limiting Section 14, we do not warrant that AI-generated content is accurate, original, non-infringing, or fit for a particular purpose.

8.7 Prohibited AI Uses. We will not use AI Tools to (a) make decisions producing legal or similarly significant effects on individuals without human oversight, (b) generate non-consensual intimate imagery, (c) create deceptive deepfakes intended to mislead about identity, (d) infer sensitive attributes from non-sensitive inputs, or (e) any use prohibited by Article 5 of the EU AI Act.

8.8 High-Risk Systems. If an engagement involves an AI system that constitutes a "high-risk AI system" under Annex III of the EU AI Act, the SOW will identify it as such and the Parties will agree the additional obligations (data governance, technical documentation, transparency, human oversight, accuracy, robustness, cybersecurity) applicable to providers and deployers under Articles 8–17 of the EU AI Act.

9. Confidentiality

Plain English: Both sides keep each other's non-public information confidential, with normal exceptions. Survives the engagement for 5 years; trade secrets indefinitely.

9.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that, given its nature and circumstances, would reasonably be understood to be confidential.

9.2 Obligations. The Receiving Party will (a) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses for its own (and not less than reasonable care), (b) use the Confidential Information solely to perform under these Terms or exercise rights under them, and (c) limit access to employees, contractors, and agents on a need-to-know basis under written confidentiality obligations.

9.3 Exceptions. Obligations do not apply to information that is or becomes publicly available without breach, was rightfully in the Receiving Party's possession before disclosure, was rightfully obtained from a third party without confidentiality obligation, or was independently developed without reference to the Confidential Information.

9.4 Compelled Disclosure. If required by law or court order to disclose, the Receiving Party will (where legally permitted) give prompt notice and reasonably cooperate in any effort to obtain a protective order.

9.5 Survival. Obligations survive five (5) years after termination, except trade secrets — which continue for as long as the information remains a trade secret under applicable law.

10. Privacy & Data Protection

Plain English: We follow GDPR, the Estonian PDPA, and CCPA/CPRA where applicable. The Privacy Policy explains what we collect from website visitors. For client engagements where we process your end-users' personal data, we sign a DPA.

10.1 Privacy Policy. Our Privacy Policy at https://solgreen.ee/privacy describes how we collect, use, and disclose Personal Data of Site visitors and prospective clients.

10.2 GDPR / UK GDPR / Estonian PDPA. Where we process Personal Data of EU/UK/Estonian individuals, we do so in accordance with GDPR / UK GDPR / the Estonian PDPA, including legal-basis identification, data-subject rights, and 72-hour breach notification. The Estonian supervisory authority is Andmekaitse Inspektsioon (AKI) (aki.ee).

10.3 International Transfers. For Personal Data transferred outside the EEA, we rely on the European Commission's Standard Contractual Clauses (Decision 2021/914), Module 2 or 3 as applicable, and on the UK ICO's IDTA for UK-origin data, with completed Transfer Impact Assessments.

10.4 CCPA / CPRA. Where we process Personal Information of California residents, the Privacy Policy describes the categories collected, sources, business purposes, recipients, retention, and consumer rights. We do not sell Personal Information and do not share it for cross-context behavioral advertising.

10.5 Data Processing Agreement. Where we process Personal Data on your behalf in connection with an engagement (i.e., you are the controller and SOLGREEN is the processor), the Parties will execute a DPA in the form at https://solgreen.ee/dpa, which is incorporated by reference.

10.6 Cookies. Our Cookie Policy describes the cookies set on the Site. We honor Global Privacy Control signals where applicable.

11. Acceptable Use & Prohibited Conduct

Plain English: Don't use our website or services to break the law, attack other people, scrape us, or do anything that would put us in trouble.

You agree not to (and not to allow any third party to) use the Site or Services to:

• (a) Engage in any unlawful, fraudulent, deceptive, or harmful activity
• (b) Send spam, unsolicited bulk communications, or messages that violate the Estonian Electronic Communications Act, the EU ePrivacy Directive, CAN-SPAM, or analogous laws
• (c) Harass, threaten, defame, or invade privacy
• (d) Upload, transmit, or distribute malware, viruses, ransomware, or other malicious code
• (e) Attempt unauthorized access to any system, network, or account, or circumvent any security or authentication measure
• (f) Probe, scan, or test the vulnerability of any SOLGREEN system without prior written authorization
• (g) Scrape, crawl, or extract data from the Site, except as expressly permitted by robots.txt
• (h) Reverse engineer, decompile, or disassemble SOLGREEN Background IP except to the extent expressly permitted by applicable law
• (i) Impersonate any person or misrepresent your affiliation
• (j) Use the Services to compete with SOLGREEN or develop a competing product
• (k) Use the Services to generate, train, fine-tune, or evaluate any AI/ML model without our prior written consent
• (l) Provide content or instructions that, if executed, would cause us to violate the rights of a third party or applicable law
• (m) Use the Services in any way that violates EU or applicable export-control / sanctions regulations (OFAC, BIS, EU, UK, Estonia)

We may, at our discretion, investigate suspected violations and take appropriate action, including suspension or termination, removal of content, and cooperation with law enforcement.

12. Third-Party Services & Sub-processors

Plain English: We use a few third-party tools to perform the Services (Railway, Cloudflare, Resend, GitHub). We list our subprocessors and tell clients before we add a new one.

12.1 Third-Party Services. The Services may involve Third-Party Services. Your use of any Third-Party Service is subject to that third party's terms. We are not responsible for, and disclaim liability arising from, any Third-Party Service.

12.2 Sub-processors. Where we engage a Sub-processor to process your Personal Data on our behalf, we (a) impose data-protection obligations no less protective than those in the DPA, (b) maintain a public list at https://solgreen.ee/subprocessors, (c) provide at least 30 days' notice of material changes, (d) give you the opportunity to object on reasonable data-protection grounds.

12.3 Client-Directed Third-Party Services. Where you direct us to use a particular Third-Party Service, we will perform Services using it, but you remain responsible for that Third-Party Service's compliance, performance, and any costs.

13. Service Levels & No Outcome Guarantee

Plain English: We commit to defined methods and honest reporting, but we cannot promise specific commercial results.

13.1 Service Levels. Specific service levels are set out in the applicable SOW. Unless an SOW provides otherwise, we use commercially reasonable efforts to perform in accordance with the agreed timeline.

13.2 No Outcome Guarantee. Software and AI deliverables depend on many factors outside our control. We do not guarantee any specific commercial outcome, including user acquisition, conversion rates, retention, revenue, AI accuracy beyond agreed evaluation criteria, or any other business metric.

13.3 Reasonable Efforts. We will (a) use methods consistent with industry best practice and the SOW, (b) report status accurately on the cadence agreed, (c) flag risks, dependencies, and changes that may affect outcomes, (d) recommend course corrections where data warrants.

13.4 Beta / Experimental. Some features or methods may be identified as "beta," "preview," or "experimental." These are provided as-is without warranty and may be modified or discontinued.

14. Warranties & Disclaimers

Plain English: We will perform the Services with reasonable skill and care. Beyond that, everything is "as is." Some jurisdictions don't let us disclaim certain things — those carve-outs apply.

14.1 Performance Warranty. We warrant that the Services will be performed in a workmanlike manner with reasonable skill and care.

14.2 IP Warranty. We warrant that the Deliverables, when used as authorized, will not knowingly infringe the intellectual property rights of any third party. This warranty does not apply to Client Materials, third-party materials incorporated at your direction, modifications made to the Deliverables after delivery, or AI-generated outputs.

14.3 Disclaimer. EXCEPT FOR THE WARRANTIES IN THIS SECTION 14, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, SERVICES, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR ARISING FROM A COURSE OF DEALING.

14.4 No Warranty for Third-Party / AI Outputs. We make no warranties regarding (a) Third-Party Services, (b) AI-generated outputs (Section 8.6), (c) the availability or accuracy of third-party data sources, or (d) any specific commercial outcome.

14.5 Statutory Carve-Outs. Nothing in these Terms excludes or limits any warranty, condition, or other right that cannot be excluded or limited under applicable law (including the Estonian Law of Obligations Act and analogous consumer-protection statutes elsewhere).

15. Indemnification

Plain English: We will defend you if our Deliverables are claimed to infringe IP. You will defend us if your Client Materials, your instructions, or your use of the Deliverables cause a problem.

15.1 By SOLGREEN. Subject to Section 15.4, SOLGREEN will defend you against any third-party claim alleging that the Deliverables, when used as authorized, infringe a third party's intellectual property right (an "IP Claim"), and will indemnify you against damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement. This obligation does not apply to claims arising from (a) Client Materials, (b) third-party materials incorporated at your direction, (c) modifications to the Deliverables made by anyone other than SOLGREEN, (d) use outside the scope authorized in the SOW, or (e) AI-generated outputs.

15.2 Mitigation. If a Deliverable is held, or SOLGREEN believes a Deliverable may be held, to infringe, SOLGREEN may at its option (a) procure for you the right to continue using the Deliverable, (b) modify or replace the Deliverable to be non-infringing, or (c) terminate the affected SOW and refund the fees paid for the affected Deliverable.

15.3 By Client. Subject to Section 15.4, you will defend SOLGREEN against any third-party claim arising from (a) Client Materials, (b) your or your end-users' use of the Deliverables, (c) your breach of Section 7 (Client Materials & Representations) or Section 11 (Acceptable Use), or (d) your violation of any applicable law in connection with your use of the Services or Deliverables.

15.4 Procedure. The party seeking indemnification will (a) promptly notify the indemnifying party in writing, (b) give sole control of the defense and settlement (provided no settlement admits liability or imposes obligations on the indemnified party without consent), and (c) provide reasonable cooperation at the indemnifying party's expense.

15.5 Sole Remedy. This Section sets out the sole and exclusive remedies for third-party intellectual property claims relating to the Deliverables.

16. Limitation of Liability

Plain English: Neither side is liable for indirect or punitive damages. Total liability is capped at what you paid us in the 12 months before the claim. Some things (fraud, willful misconduct, death/personal injury, payment, confidentiality) are carved out.

16.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR USE, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

16.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 Exceptions. Sections 16.1 and 16.2 do not apply to (a) liability for fraud or willful misconduct, (b) death or personal injury caused by negligence, (c) your obligation to pay fees properly invoiced, (d) either party's indemnification obligations under Section 15, (e) breach of Section 9 (Confidentiality), or (f) any liability that cannot be excluded or limited under applicable law.

16.4 Allocation of Risk. The Parties acknowledge that the limitations and exclusions in this Section are an essential basis of the bargain.

17. Term & Termination

Plain English: Either side can end an engagement with 30 days' notice, or right away if the other side seriously breaches and doesn't fix it within 15 working days.

17.1 Term. These Terms apply from the earlier of your first use of the Site or the effective date of the first SOW, and continue until terminated.

17.2 Termination for Convenience. Either party may terminate any SOW for convenience by giving at least thirty (30) days' written notice, unless the SOW provides otherwise.

17.3 Termination for Cause. Either party may terminate any SOW or these Terms immediately upon written notice if the other party (a) commits a material breach not cured within fifteen (15) working days after written notice, (b) becomes insolvent or has a receiver appointed, or (c) is required to terminate due to compliance with applicable law (sanctions or export controls).

17.4 Effect of Termination. On termination:

• You will pay all fees owed for Services performed up to termination, including work in progress and non-cancellable third-party costs
• We will deliver any Deliverables fully paid for, or place pre-paid work in progress in a deliverable form to the extent reasonably practicable
• Each party will return or, at the other's option, destroy the other's Confidential Information, subject to legal retention requirements and back-up media preserved in the ordinary course
• The DPA's provisions on return or deletion of Personal Data apply

17.5 Suspension. Without limiting termination rights, we may suspend Services upon reasonable notice if (a) any invoice is more than 30 days overdue, (b) we reasonably believe continued performance would cause us to violate applicable law (sanctions / export controls), or (c) you breach Section 11.

18. Survival

The following Sections survive termination: 5 (Fees, Invoicing & Payment) for amounts accrued before termination, 6 (Intellectual Property Rights), 8.4–8.5 (AI Transparency / Value Chain) for ongoing public deliverables, 9 (Confidentiality), 10 (Privacy & Data Protection), 14 (Warranties & Disclaimers), 15 (Indemnification), 16 (Limitation of Liability), 17.4 (Effect of Termination), 18 (Survival), 19 (Force Majeure) for events before termination, 20 (Compliance with Laws), 21 (Independent Contractor; Non-Solicitation), 23 (Dispute Resolution), and 25 (General Provisions).

19. Force Majeure

Plain English: Neither side is liable for delays caused by things outside their control (natural disasters, pandemics, war, internet outages, government actions).

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events outside its reasonable control, including acts of God, natural disasters, pandemic or epidemic, war, terrorism, civil unrest, government action or order, sanctions or embargoes, labor disputes, internet or telecommunications outages, denial-of-service attacks, or failure of a Third-Party Service. The affected party will give prompt written notice, use reasonable efforts to mitigate, and resume performance as soon as reasonably practicable. If a force-majeure event continues for more than sixty (60) days, either party may terminate the affected SOW upon written notice without further liability except for amounts owed for Services performed before the event.

20. Compliance with Laws

Plain English: We comply with applicable laws — including EU sanctions, anti-bribery, and export controls — and you commit to do the same.

20.1 General Compliance. Each party will comply with all laws, regulations, and orders applicable to the performance of these Terms.

20.2 Sanctions and Export Controls. Each party represents and warrants that it (a) is not a Specially Designated National or other party prohibited under sanctions administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, the United Nations, the United Kingdom, the European Union, or the Republic of Estonia, (b) is not located in a country subject to comprehensive U.S., U.K., or EU sanctions, and (c) will not use the Services or Deliverables in violation of applicable export-control or sanctions laws. We may suspend or terminate Services if continued performance would violate these laws.

20.3 Anti-Bribery and Anti-Corruption. Each party will comply with applicable anti-bribery laws, including the Estonian Penal Code (Karistusseadustik), the U.S. Foreign Corrupt Practices Act, and the U.K. Bribery Act 2010.

20.4 Modern Slavery. Each party represents that it does not engage in slavery, servitude, forced or compulsory labor, or human trafficking, and will use commercially reasonable efforts to ensure the same in its supply chain.

21. Independent Contractor; Non-Solicitation

Plain English: We are independent contractors. During the engagement and for 12 months after, neither side will poach the other's people who worked together on the engagement (general job ads to the public are fine).

21.1 Independent Contractor. The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, or employment relationship.

21.2 Non-Solicitation. During the term of any SOW and for twelve (12) months after, neither party will, directly or indirectly, solicit for employment any employee or contractor of the other directly involved in the engagement, except (a) general advertisements not targeted at the other party's personnel and (b) hiring an individual who responds to such an advertisement or initiates contact independently.

22. Publicity

Plain English: We would like to mention you as a client. We will only do so with your permission, and you can withdraw permission at any time.

We may, with your prior written consent (email is sufficient), reference you as a client of SOLGREEN and display your name and logo on the Site, in marketing materials, and in pitches. You may withdraw consent at any time on written notice; we will remove the reference within a reasonable period (subject to printed materials already in distribution and case studies already published, which we will refresh on the next reasonable update cycle). Detailed case studies (metrics, quotes) require separate written approval.

23. Dispute Resolution

Plain English: Estonian law. First we try to work it out at the senior level for 30 days. If that fails, disputes go to the Harju County Court. Class actions are waived. You can opt out of those provisions within 30 days of first agreeing to these Terms.

23.1 Governing Law. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

23.2 Informal Resolution. Before commencing formal proceedings, the Parties will attempt in good faith to resolve any dispute through senior-level discussion for thirty (30) days from the date written notice of the dispute is given.

23.3 Forum. Subject to Section 23.4, any dispute that cannot be resolved under Section 23.2 will be brought in Harju Maakohus (Harju County Court) in Tallinn, Estonia, which has exclusive jurisdiction.

23.4 Optional Arbitration. The Parties may agree, in the SOW or by separate writing, that disputes are referred to arbitration under the rules of the Arbitration Court of the Estonian Chamber of Commerce and Industry (or another mutually agreed institution), seat Tallinn, language English. Where so agreed, the arbitration provisions in the SOW (or referenced rules) govern.

23.5 Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY AGREES THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY AND WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

23.6 Small Claims Exception. Either party may bring an individual action in small claims court (or equivalent) for claims within the small-claims jurisdictional limit, in lieu of the forum in Section 23.3.

23.7 Opt-Out. You may opt out of the class-action waiver in Section 23.5 (and any optional arbitration agreed under Section 23.4) by sending written notice to legal@solgreen.ee within thirty (30) days of first agreeing to these Terms.

23.8 Equitable Relief. Either party may seek injunctive or other equitable relief from any court of competent jurisdiction to protect intellectual property or Confidential Information.

24. Changes to Terms

Plain English: We may update these terms. Material changes get at least 30 days' notice.

We may modify these Terms from time to time. For material changes, we will provide at least thirty (30) days' notice by email and/or by posting a prominent notice on the Site. Non-material changes (clarifications, formatting) take effect on posting. The "Last Updated" date at the top reflects the most recent changes. Your continued use of the Site or Services after the effective date constitutes acceptance. If you do not agree, your sole remedy is to terminate the affected SOW under Section 17.

25. General Provisions

Plain English: Standard end-of-contract clauses.

25.1 Entire Agreement. These Terms, together with any executed SOW, the Privacy Policy, the Cookie Policy, and any executed DPA, constitute the entire agreement between the Parties with respect to their subject matter and supersede all prior or contemporaneous agreements.

25.2 Order of Precedence. In conflict, the order is: (a) the executed DPA (data protection); (b) the executed SOW; (c) these Terms; (d) the Privacy and Cookie Policies.

25.3 Severability. If any provision is held invalid, the remaining provisions remain in full force, and the Parties will negotiate in good faith to replace the severed provision with a valid one of substantially the same economic effect.

25.4 Waiver. No failure or delay in exercising any right operates as a waiver. Any waiver must be in writing and signed by the waiving party.

25.5 Assignment. You may not assign or transfer these Terms or any rights or obligations without our prior written consent. We may assign in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, on written notice to you.

25.6 Notices. Formal legal notices to SOLGREEN must be sent in writing to legal@solgreen.ee with a copy by post or courier to: SOLGREEN OÜ, Tartu mnt 67/1-13b, 10115 Tallinn, Estonia. Notices to you may be sent to the email most recently associated with your account or engagement.

25.7 Electronic Communications. You consent to receive communications from us electronically. Electronic signatures (DocuSign or analogous platforms) are valid and enforceable.

25.8 Counterparts. Any document referencing these Terms (including an SOW or DPA) may be executed in counterparts.

25.9 Headings. Section headings are for convenience only and do not affect interpretation.

25.10 No Third-Party Beneficiaries. These Terms are for the benefit of the Parties only.

25.11 Construction. "Include," "including," and "in particular" are illustrative and not exhaustive. References to a statute include any subordinate legislation made under it and any consolidation, re-enactment, or amendment in force.

25.12 Language. These Terms are drafted in English, which is the controlling language. Any translation is provided for convenience only.

26. Contact Us