Terms of Service

Contractor’s Contact Details

dthn Technology Estonia OÜ
Registry code: 17157148
Ahtri tn 12
15551 Tallinn
Estonia

Represented by: Niels Heidbrink (Managing Director)
Email: niels.heidbrink@dthn.io
Phone: +372 5898 9763

1. Definitions and Scope

1.1. “Contractor” refers to dthn Technology Estonia OÜ, registered in Estonia under registry code 17157148.

1.2. “Customer” refers to the legal entity or business entering into a Contract with the Contractor.

1.3. “Contract” refers to the individual service agreement signed between the Contractor and the Customer, specifying the scope, deliverables, pricing, and timeline of the Work.

1.4. “Work” refers to all services, Deliverables, materials, and results to be provided by the Contractor under a Contract.

1.5. “Deliverables” refers to the tangible outputs, results, materials, and work products produced by the Contractor under a Contract, as distinct from the services themselves.

1.6. “Terms” or “ToS” refers to these Terms of Service.

1.7. “Party” refers to the Contractor or the Customer individually, and “Parties” refers to the Contractor and the Customer collectively.

1.8. “Working day” means any day other than a Saturday, Sunday, or a public holiday in the Republic of Estonia.

1.9. These Terms apply to all Contracts entered into between the Contractor and the Customer. By signing a Contract or by accepting these Terms (including via electronic checkbox), the Customer agrees to be bound by these Terms in their entirety.

1.10. In the event of a conflict between these Terms and the provisions of an individual Contract, the provisions of the Contract shall prevail to the extent of the conflict.

1.11. These Terms apply exclusively to business-to-business (B2B) relationships. The Customer confirms that he is acting in a professional or commercial capacity and not as a consumer.

2. Payment

2.1. The fees for the Work are specified in the individual Contract. All fees are stated exclusive of value added tax (VAT), which shall be added at the applicable statutory rate.

2.2. Payment shall be made on the basis of invoices issued by the Contractor. The Customer shall pay each invoice within ten (10) working days of receipt via bank transfer to the bank account specified on the invoice.

2.3. In case of delayed payment, the Customer shall pay default interest at the statutory rate set forth in § 113 of the Estonian Law of Obligations Act, commencing on the day following the payment due date.

2.4. If the Customer fails to pay an invoice within the specified payment term, the Contractor shall issue a written payment reminder. If payment is not received within ten (10) working days after the written reminder, the Contractor shall have the right to immediately suspend all services under any and all active Contracts with the Customer until all outstanding amounts have been settled in full.

2.5. The Contractor shall have the right to withhold any deliverables, including Work products and associated intellectual property transfers, until all outstanding invoices have been paid in full.

2.6. In the event that the Contractor is required to engage legal counsel or a debt collection agency to recover outstanding amounts, the Customer shall bear the reasonable costs of such collection, including legal fees, court costs, and agency fees.

2.7. Upon termination of a Contract for any reason, all invoices for Work already performed or in progress shall become immediately due and payable.

3. Delivery and Acceptance

3.1. The Work shall be delivered to the Customer in a mutually agreed manner, such as through secure file transfer, deployment to a designated system, access to an agreed platform, or presentation in a meeting.

3.2. The Customer shall review the Work within ten (10) working days of delivery. If no written objections specifying material defects are submitted within this period, the Work shall be deemed accepted.

3.3. If the Customer submits written objections within the review period, the Contractor shall address the identified material defects within a reasonable timeframe. A material defect means a significant deviation from the scope and specifications agreed in the Contract.

3.4. Requests for changes, additions, or modifications that go beyond the originally agreed scope of the Contract do not constitute defects and shall be subject to a separate agreement and additional fees.

3.5. The Contractor shall not be liable for delays caused by factors outside his control, including but not limited to the Customer’s failure to provide necessary information, access, or cooperation, third-party service outages, or force majeure events as defined in Section 10.

4. Intellectual Property and Rights of Use

4.1. Upon full payment of all fees due under the respective Contract, the Customer shall receive full, unrestricted, and irrevocable rights to use, modify, distribute, and otherwise utilize the Deliverables as he sees fit. No further authorization from the Contractor is required.

4.2. The Contractor waives any claim to ownership, control, or future compensation related to the Deliverables upon full payment, except where otherwise explicitly stated in the Contract.

4.3. The Customer may use the Deliverables for any lawful purpose, including commercial and non-commercial use, unless such use:

• (a) violates applicable laws or regulations,
• (b) involves unethical, immoral, or fraudulent activities,
• (c) promotes violence, discrimination, or other harmful conduct, or
• (d) could reasonably bring reputational, legal, or financial harm to the Contractor.

4.4. If the Customer uses the Deliverables in violation of Section 4.3, the Contractor shall have the right to seek damages and injunctive relief to prevent further violations of Section 4.3, and to take any other necessary legal action to protect his interests. For the avoidance of doubt, the rights granted to the Customer under Section 4.1 shall remain irrevocable, and any injunctive relief shall only relate to restraining future violations and shall not operate to revoke the Customer’s rights.

4.5. Prior to full payment, all intellectual property rights in the Deliverables remain with the Contractor. The withholding of deliverables and IP transfer under Section 2.5 shall apply.

4.6. Upon transfer of rights in accordance with Section 4.1, the Contractor also assigns to the Customer all personal (moral) copyrights to the extent permitted by applicable law, including the right to modify, adapt, and create derivative works from the Deliverables provided in the course of the Work. The Parties agree that the remuneration for this assignment is included in the fees for the Work.

4.7. The Contractor retains the right to use general knowledge, skills, experience, and non-confidential techniques acquired during the performance of the Work for other engagements.

5. Confidentiality

5.1. Each Party undertakes to keep confidential all information received from the other Party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential (“Confidential Information”).

5.2. Confidential Information includes, but is not limited to, business strategies, financial data, customer lists, technical specifications, source code, system architectures, access credentials, trade secrets, and the terms of any Contract between the Parties.

5.3. Each Party shall:

• (a) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under the Contract and these Terms,
• (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing Party, and
• (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5.4. The obligations under this Section do not apply to information that:

• (a) is or becomes publicly available through no fault of the receiving Party,
• (b) was already known to the receiving Party prior to disclosure, as evidenced by written records,
• (c) is independently developed by the receiving Party without reference to the Confidential Information, or
• (d) is required to be disclosed by applicable law, regulation, or court order, provided that the receiving Party gives the disclosing Party prompt written notice (where legally permitted) to allow the disclosing Party to seek protective measures.

5.5. In the event of a breach of the confidentiality obligations under this Section, the breaching Party shall pay to the other Party, upon request, a contractual penalty of ten thousand euros (10,000.00 EUR) per individual breach. The payment of the penalty does not release the breaching Party from its obligation to comply with the confidentiality provisions of this Section, nor does it limit the other Party’s right to claim compensation for any damages exceeding the penalty amount.

5.6. Before the non-breaching Party becomes entitled to claim the penalty under Section 5.5, the breaching Party must be given a reasonable cure period of no less than thirty (30) calendar days to remedy the breach and its consequences. If the breach is not cured within this period or is not curable, the penalty becomes claimable.

5.7. The confidentiality obligations under this Section shall survive the termination of the Contract for a period of two (2) years.

6. Obligations of the Parties

6.1. Obligations of the Contractor

6.1.1. The Contractor shall perform the Work with reasonable professional skill and care, in accordance with the Contract, these Terms, and applicable laws.

6.1.2. The Contractor shall arrange the necessary workforce, tools, and resources to complete the Work.

6.1.3. The Contractor reserves the right to engage qualified subcontractors, freelancers, or third-party service providers to perform parts of the Work at his sole discretion and without notification to or approval from the Customer. The Contractor remains fully responsible for the quality and timeliness of the Work performed by subcontractors. Any subcontractors engaged shall be bound by confidentiality obligations no less restrictive than those set out in Section 5. Upon the Customer’s written request, the Contractor shall disclose the identity of any subcontractors that have been or will be granted access to the Customer’s Confidential Information.

6.1.4. The Contractor shall respond to the Customer’s enquiries relating to the Work within a reasonable time.

6.1.5. The Contractor shall inform the Customer of the progress of the Work and of any matters arising in connection with its performance.

6.1.6. The Contractor shall notify the Customer as soon as reasonably possible of any circumstances that may materially affect the fulfilment of his obligations under the Contract.

6.2. Obligations of the Customer

6.2.1. The Customer shall pay for the Work in accordance with Section 2.

6.2.2. The Customer shall provide the Contractor with all necessary information, access, materials, and cooperation required for the completion of the Work in a timely manner.

6.2.3. The Customer shall respond to the Contractor’s enquiries relating to the Work within a reasonable time. Failure to respond within ten (10) working days of an enquiry may be treated as a failure to cooperate under Section 8.2.2(d) if it materially hinders the Contractor’s ability to perform the Work.

6.2.4. The Customer shall review and accept the Work within the timeframes set out in Section 3.

6.2.5. The Customer shall notify the Contractor as soon as reasonably possible of any circumstances that may materially affect the fulfilment of his obligations under the Contract.

6.2.6. The Customer is responsible for maintaining adequate backups of his own systems, data, and infrastructure prior to and during the Contractor’s performance of the Work. The Contractor shall not be liable for any loss of data or system disruption resulting from the Customer’s failure to maintain such backups.

7. Liability and Limitation of Liability

7.1. The Contractor shall perform all services with reasonable professional skill and care. However, the Contractor does not guarantee specific business outcomes or results. The services are advisory and consultative in nature, and success depends on factors beyond the Contractor’s control, including the Customer’s own actions, market conditions, and third-party dependencies.

7.2. Recommendations, roadmaps, assessments, and strategic advice provided by the Contractor are based on information available at the time of delivery. The Contractor is not liable for changes in circumstances, technologies, or market conditions occurring after delivery, nor for outcomes resulting from the Customer’s incorrect or partial implementation of recommendations.

7.3. The Contractor is not liable for the performance, availability, security, or suitability of third-party tools, platforms, software, or services, whether recommended by the Contractor or used in connection with the Work.

7.4. In cases of ordinary negligence, the Contractor shall only be liable for damages arising from the breach of an essential contractual obligation. Essential contractual obligations are obligations whose fulfilment is fundamental to the proper performance of the Contract and on whose compliance the Customer may reasonably rely. In such cases, the Contractor’s liability shall be limited to the typical, foreseeable damages at the time of entering into the Contract.

7.5. Subject to Sections 7.4, 7.7 and 7.8, the total aggregate liability of the Contractor under or in connection with a Contract — whether arising from contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees actually paid by the Customer under the specific Contract giving rise to the claim.

7.6. The Contractor shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, business interruption, or reputational damage, unless such damages result from intentional misconduct, gross negligence, or breach of an essential contractual obligation within the meaning of Section 7.4.

7.7. The limitations and exclusions of liability set out in this Section do not apply to:

• (a) damages caused by the Contractor’s intentional misconduct or gross negligence,
• (b) liability for injury to life, body, or health,
• (c) claims arising under applicable product liability laws,
• (d) the Contractor’s confidentiality obligations under Section 5, or
• (e) any liability that cannot be limited or excluded under applicable mandatory law.

7.8. After acceptance of the Work in accordance with Section 3, the Customer bears sole responsibility for the use, deployment, and operation of the deliverables. The Contractor shall not be liable for any damages arising from the Customer’s use of the Work after acceptance.

8. Term, Termination, and Cancellation

8.1. Term

The term of each Contract is specified in the individual Contract. These Terms remain in effect for as long as any Contract between the Parties is active.

8.2. Termination for Fundamental Breach

8.2.1. If a Party has fundamentally breached the Contract or these Terms, the other Party may terminate the Contract with immediate effect by providing written notice specifying the nature of the breach.

8.2.2. A fundamental breach by the Customer is constituted if:

• (a) the Customer, during the term of the Contract and without the Contractor’s prior written consent, engages a third party to deliver Work that is within the same scope as agreed in the Contract, thereby circumventing or duplicating the Contractor’s engagement,
• (b) the Customer fails to make payments due under the Contract within the specified timeframes despite receiving a written reminder,
• (c) the Customer uses the Deliverables in violation of Section 4.3,
• (d) the Customer fails to cooperate or provide necessary information, materially hindering the Contractor’s ability to complete the Work, or
• (e) the Customer engages in conduct that fraudulently or intentionally misrepresents the Deliverables or the Contractor’s involvement in the Work, or that undermines the Contractor’s rights under the Contract or these Terms.

8.2.3. In case of termination by the Contractor due to a fundamental breach by the Customer, the Customer shall pay the Contractor an additional contractual penalty of seven thousand five hundred euros (7,500.00 EUR). This penalty is in addition to any outstanding fees and does not limit the Contractor’s right to claim further damages.

8.3. Insolvency

If the Customer files for insolvency, enters into bankruptcy proceedings, has a receiver or administrator appointed, or is subject to any similar proceedings under applicable law, the Contractor shall have the right to terminate all active Contracts with immediate effect without notice. The consequences of termination under Section 2.7 shall apply.

8.4. Effects of Termination

8.4.1. Upon termination for any reason, payment obligations shall accelerate in accordance with Section 2.7.

8.4.2. Termination does not affect any rights or obligations that have accrued prior to the termination date.

8.4.3. Sections 2 (Payment), 4 (Intellectual Property), 5 (Confidentiality), 7 (Liability), 9 (Non-Solicitation), 11 (Data Protection), 13 (Severability), 14 (Governing Law and Dispute Resolution), 15 (Assignment), 16 (Notices), and 18 (Final Provisions) shall survive the termination of any Contract.

9. Non-Solicitation

9.1. During the term of a Contract and for a period of twelve (12) months following its termination, the Customer shall not, directly or indirectly, solicit, recruit, hire, or engage any employee, contractor, freelancer, or subcontractor of the Contractor who has been involved in the performance of the Work, without the Contractor’s prior written consent.

9.2. If the Customer breaches this provision, the Customer shall pay the Contractor a contractual penalty equal to twelve (12) months of the solicited person’s gross compensation as last known to the Contractor, without prejudice to the Contractor’s right to claim further damages.

10. Force Majeure

10.1. Neither Party shall be liable for failure to perform any of its obligations under the Contract or these Terms insofar as such failure is caused by an impediment beyond that Party’s reasonable control, which could not reasonably have been foreseen at the time of entering into the Contract and whose effects could not reasonably have been avoided or overcome (“Force Majeure”).

10.2. A Party wishing to rely on Force Majeure must notify the other Party in writing as soon as possible, and in any event within fourteen (14) calendar days of the occurrence of the event.

10.3. Force Majeure events must be supported by reasonable evidence.

10.4. Changes in the economic situation of a Party, adverse market conditions, price increases, holidays, bankruptcy, or bankruptcy caution shall not constitute Force Majeure.

10.5. In case of Force Majeure, the Parties shall negotiate in good faith to agree on new deadlines. If Force Majeure circumstances persist for more than three (3) months, either Party may terminate the affected Contract.

11. Data Protection

11.1. Both Parties shall comply with all applicable data protection laws and regulations, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), to the extent applicable to their activities under the Contract.

11.2. The Customer acknowledges that the Contractor may require access to the Customer’s systems, platforms, and infrastructure in order to perform the Work. The Customer shall ensure that any such access is granted in compliance with applicable data protection laws and the Customer’s own data protection policies.

11.3. Where the performance of the Work requires the Contractor to process personal data on behalf of the Customer (as a data processor within the meaning of GDPR), the Parties shall enter into a separate Data Processing Agreement prior to the commencement of such processing.

11.4. Each Party is independently responsible for complying with its own obligations under applicable data protection laws with respect to any personal data it processes in its capacity as a data controller.

12. Amendments to These Terms

12.1. The Contractor reserves the right to amend these Terms at any time. The Customer shall be notified of any amendments in writing at least thirty (30) calendar days before the amended Terms take effect.

12.2. If the Customer does not agree with the amended Terms, the Customer may terminate any affected Contract by providing written notice before the amended Terms take effect. If the Customer does not terminate, the amended Terms shall be deemed accepted.

12.3. Amendments to these Terms do not affect the terms of any individual Contract. Amendments to an individual Contract require the written agreement of both Parties.

13. Severability

13.1. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

13.2. The Parties agree to replace any invalid or unenforceable provision with a valid and enforceable provision that best reflects the Parties’ original intention and achieves, to the maximum extent possible, the same economic result.

14. Governing Law and Dispute Resolution

14.1. These Terms and all Contracts entered into between the Parties shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

14.2. Any dispute, controversy, or claim arising out of or in connection with these Terms or any Contract shall first be resolved through good-faith negotiations between the Parties. The Parties shall make reasonable efforts to resolve the dispute within thirty (30) calendar days from the date one Party notifies the other in writing of the dispute.

14.3. If the dispute is not resolved within the negotiation period, either Party may submit the dispute to the exclusive jurisdiction of Harju Maakohus in Tallinn, Estonia.

15. Assignment

15.1. Neither Party may assign, transfer, or otherwise dispose of any of its rights or obligations under a Contract or these Terms, in whole or in part, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

15.2. Notwithstanding Section 15.1, either Party may assign the Contract and these Terms in their entirety, without the other Party’s consent, to a successor entity in connection with a merger, acquisition, corporate reorganisation, or the sale of all or substantially all of its business or assets, provided that the successor entity assumes all obligations under the Contract and these Terms and that the assigning Party gives the other Party prompt written notice of the assignment.

15.3. The Contractor’s right to engage subcontractors under Section 6.1.3 shall not be considered an assignment and shall not require the Customer’s consent.

15.4. Any purported assignment in breach of this Section shall be null and void.

16. Notices

16.1. All notices, requests, demands, or other communications under a Contract or these Terms shall be made in writing (including by email in accordance with Section 18.3) and shall be addressed to the other Party at the contact details set out at the beginning of these Terms (for the Contractor) or in the individual Contract (for the Customer), or at such other address as the relevant Party may notify to the other from time to time.

16.2. Notices shall be deemed to have been duly given:

• (a) if delivered personally or by courier, upon delivery,
• (b) if sent by registered mail, on the third (3rd) working day after dispatch, or
• (c) if sent by email to the recipient’s designated email address, upon successful transmission, provided that no delivery failure notification is received by the sender within twenty-four (24) hours.

16.3. Notices of an informational nature only, which do not create, modify, or terminate any rights or obligations of the Parties, may be given by any reasonable means, including email, messaging platforms, or telephone.

16.4. Each Party is responsible for keeping its contact details up to date and for promptly notifying the other Party of any changes. Notices sent to the last designated address shall be deemed duly delivered even if the recipient has failed to update its contact details.

17. Insurance

17.1. The Contractor maintains professional liability insurance (also known as professional indemnity insurance) with coverage that the Contractor considers adequate for the nature and scope of the services provided under these Terms and individual Contracts.

17.2. Upon the Customer’s reasonable written request, the Contractor shall provide a certificate of insurance or equivalent evidence confirming the existence of such coverage. The Contractor is not required to disclose the full insurance policy, premium details, or any other confidential information relating to the insurance arrangement.

17.3. The existence of insurance coverage shall not extend, modify, or override the limitations and exclusions of liability set out in Section 7. The Contractor’s liability under any Contract remains subject to Section 7 regardless of the scope or availability of insurance coverage.

17.4. The Contractor reserves the right to change his insurance provider or adjust coverage terms, provided that a commercially reasonable level of professional liability coverage is maintained during the term of active Contracts.

18. Final Provisions

18.1. These Terms, together with the individual Contract, constitute the full and entire agreement between the Parties regarding the subject matter of the Contract and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written.

18.2. The Customer’s acceptance of these Terms by means of an electronic checkbox, digital signature, or other electronic means shall have the same legal force and effect as a handwritten signature.

18.3. References to “written”, “in writing”, or “text form” in these Terms shall, to the extent permitted by applicable law, include communication in text form, in particular by email, corresponding to the concept of “Textform” within the meaning of § 126b of the German Civil Code (BGB). Where applicable law mandatorily requires strict written form (handwritten signature or qualified electronic signature) for a specific declaration, such requirement shall remain unaffected.

18.4. References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation, and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning by reason of being preceded or followed by words indicating a particular class of acts, matters, or things.

18.5. Words importing one gender shall be treated as importing any gender, words importing individuals shall include corporations and vice versa, words importing the singular shall include the plural and vice versa.

18.6. A Party entitled to claim any contractual penalty under these Terms (including under Sections 5.5, 8.2.3, and 9.2) loses such right if he fails to notify the other Party of his intention to claim the penalty within six (6) months after becoming aware of the breach or event giving rise to the penalty.