Terms and conditions

1. Who these terms are with

Supplier

3A-Services OÜ, Osaühing (private limited company)

Registry code

12890660

VAT number

EE102070857

Registered address

Astangu tn 19/3-147, 13519 Tallinn, Haabersti linnaosa, Harju maakond, Estonia

Contact

info@3a-services.net

Website

3a-services.net

In these terms, "we" and "us" mean 3A-Services OÜ; "you" and "the client" mean the organisation using this site or contracting with us.

2. Using this website

The content of this site is provided for information. We keep it accurate and current, but it describes services in general terms and does not constitute technical, legal or financial advice on which you should act without a specific engagement.

Nothing on this site is an offer. Descriptions of services, deliverables and commercial models set out how we normally work. They are an invitation to discuss an engagement, not terms capable of acceptance by submitting the form or sending an e-mail.

Text, drawings, layout and code on this site belong to us. You may read, print and quote from it with attribution. You may not republish it as your own, and you may not use it to train an automated system to represent itself as this company.

You may not attempt to gain unauthorised access to this site or the server behind it, submit the enquiry form by automated means, use it to send bulk or unsolicited messages, or interfere with its availability. Access may be blocked where any of these occurs.

3. Work we do not accept

The following is a standing policy rather than a case-by-case decision. It is published so that nobody spends time on an enquiry that would be declined, and so that there is no ambiguity about what kind of business this is.

• We do not provide technical support to consumers, and we do not service equipment or software belonging to the general public.
• We do not offer password recovery, account recovery or credential reset services for accounts we do not administer under a signed contract.
• We do not offer remote desktop repair, device clean-up, virus removal or any similar consumer break-fix service.
• We are not affiliated with, and we do not act as an authorised support channel for, Microsoft, Apple, Google or any other software vendor.
• We do not accept work for gambling, adult content, tobacco or vaping, weapons, or multi-level marketing businesses.
• We do not build or operate systems that give investment, tax, legal or medical advice to the public, and we do not offer such advice ourselves.
• We do not resell, sublicense or supply third-party software licences.

We reserve the right to decline any enquiry or engagement without giving reasons, including where we consider that we lack the relevant competence, that a conflict of interest exists, or that the work falls outside the categories we accept.

4. Business clients only

We contract with legal persons and with individuals acting in a business or professional capacity. We do not offer goods or services to consumers, we do not accept consumer orders through this website, and no part of this site is addressed to consumers.

It follows that the consumer protection provisions that would apply to a trader selling to consumers — distance-selling information duties, the fourteen-day withdrawal right, and the statutory consumer conformity regime — are not engaged by anything on this site, because no consumer transaction is offered here.

If you have reached this site while looking for help with a personal device, an account you cannot access, or software you bought elsewhere, we are not able to assist and would only refer you onward. Please contact the vendor of the product concerned.

A complaint about anything we have done should be sent in the first instance to info@3a-services.net or to the registered address in §1. We acknowledge complaints and respond in writing.

5. How an engagement is formed

1. You describe what you need, by e-mail or through the contact form.
2. We discuss it, and if it is work we should take on, we write a proposal or statement of work setting out scope, deliverables, assumptions, exclusions, timeline and price.
3. The engagement begins when both parties have signed that document. Signature may be electronic.
4. Changes to scope are agreed in writing, with their effect on price and timeline stated, before the changed work is carried out.

Where a signed statement of work conflicts with these general terms, the statement of work prevails for that engagement.

6. Fees, invoicing and payment

• Fees are those stated in the signed statement of work — either a fixed price for a defined scope, or time and materials at an agreed rate.
• Prices are stated exclusive of value added tax. VAT is applied at the rate in force at the time of invoice. Where the reverse-charge mechanism applies to a client registered for VAT in another member state, the invoice states so.
• Invoices are payable within the period stated on the invoice, which is 14 days unless the statement of work says otherwise.
• Late payment accrues statutory interest under the Estonian Law of Obligations Act. We may suspend work on written notice where an undisputed invoice is materially overdue.
• Third-party costs — cloud services, licences, subscriptions — are contracted by the client directly in the client's own name and account, unless the statement of work expressly says otherwise.
• Reasonable travel and accommodation costs incurred at the client's request are recharged at cost, agreed in advance.

7. Intellectual property in deliverables

On payment in full for the engagement, the client receives ownership of, or an unrestricted perpetual licence to, the bespoke work products created for that engagement — source code, configuration, documentation and designs. Which of the two applies is stated in the statement of work.

We retain ownership of our pre-existing tools, libraries, templates and general know-how, and of anything developed independently of the engagement. Where such material is embedded in a deliverable, the client receives a perpetual, worldwide, royalty-free licence to use, modify and sublicense it as part of that deliverable.

Third-party open-source components are used subject to their own licences, which are identified in the deliverable's documentation. We do not resell, sublicense or supply third-party commercial software licences; where a deliverable requires one, the client acquires it directly from the vendor or an authorised source, in the client's own name.

We do not publish or reuse client-identifying material without written permission, and we do not name clients as references without it either.

8. What each side does

We will:

• Perform the services with the reasonable skill and care to be expected of a competent professional in this field.
• Use personnel with the relevant competence for the work described.
• Keep the client informed of material issues affecting scope, timeline or cost as soon as we become aware of them.
• Comply with applicable law, including data protection law, in performing the engagement.

The client will:

• Provide the access, environments, data, decisions and subject-matter contacts the engagement depends on, within the timescales agreed.
• Ensure it holds the rights necessary for us to work on its systems, data and third-party software.
• Nominate a person authorised to approve scope and accept deliverables.
• Maintain its own backups of any system we are engaged to work on, before that work begins.

Where a delay is caused by the client not doing one of the above, timelines move accordingly and any resulting cost is discussed before it is incurred.

9. Acceptance and correction

Deliverables are reviewed against the acceptance criteria in the statement of work, within the review period it specifies. Defects notified within that period — a failure to meet a documented criterion — are corrected at our cost. Work that meets its criteria but is no longer what the client wants is a change of scope, handled under §5.

We do not warrant that software is free of all defects: no non-trivial software is. We warrant that it conforms in material respects to the specification agreed for it.

10. Confidentiality and data protection

Each party keeps the other's confidential information in confidence, uses it only for the engagement, and discloses it only to personnel and advisers who need it and are under equivalent obligations. This survives the end of the engagement. It does not apply to information that is public through no fault of the recipient, or whose disclosure is legally required.

Where we process personal data on the client's behalf, we do so as processor under a written data processing agreement meeting Article 28 of the GDPR, signed as part of the engagement. Our handling of personal data collected through this website — a different matter — is described in the privacy policy.

11. Liability

Neither party excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

Subject to that, and to the extent permitted by Estonian law: neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity or loss of goodwill; and our total aggregate liability arising out of an engagement is limited to the total fees paid by the client under that engagement in the twelve months preceding the event giving rise to the claim.

A statement of work may agree a different limit for that engagement, in which case it prevails.

12. Ending an engagement

• Either party may terminate an engagement on 30 days' written notice, unless the statement of work provides otherwise.
• Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 14 days of being notified of it, or becomes insolvent.
• On termination the client pays for work performed and costs committed up to the termination date.
• On termination we hand over work in progress, documentation and credentials in our possession, in a usable form, on request.

13. Circumstances beyond control

Neither party is in breach for a failure caused by an event beyond its reasonable control, provided it notifies the other promptly and takes reasonable steps to mitigate. If such an event continues for more than 60 days, either party may terminate the affected engagement on written notice.

14. Governing law and disputes

These terms, and any engagement made under them, are governed by the law of the Republic of Estonia, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will attempt in good faith to resolve any dispute by discussion between people with authority to settle it. Failing that, the dispute is subject to the exclusive jurisdiction of Harju County Court (Harju Maakohus), Tallinn, Estonia.

15. General

• Neither party may assign an engagement without the other's written consent, which is not to be unreasonably withheld.
• We may use subcontractors, and remain responsible for their work as if it were our own.
• No partnership, joint venture, agency or employment relationship is created by these terms.
• These terms and the signed statement of work are the entire agreement for that engagement and supersede earlier discussions about it.
• If any provision is held invalid, the rest continues in force and the invalid provision is treated as replaced by the closest valid one.
• A failure to enforce a right is not a waiver of it.
• These website terms may be updated; the version in force is the one published here, identified by the build stamp at the foot of the page. Terms agreed in a signed statement of work are not changed by an update to this page.