Terms of Service

1. Introduction and Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the website faprimo.com ("Website") and the services provided by Fabrimo OU ("Company", "we", "us", or "our"), a company registered in the Republic of Estonia.

By accessing or using our Website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Website or services.

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to the Website with an updated "Last Updated" date. Your continued use of the Website or services after any modification constitutes your acceptance of the revised Terms.

2. Company Information

Fabrimo OU

Registered in the Republic of Estonia

Estonian Business Registry Code: [Registry Code]

Address: [Registered Address], Estonia

Email: hello@faprimo.com

Website: faprimo.com

3. Scope of Services

Fabrimo OU offers professional technology and design services, including but not limited to:

• Custom software development
• Web development and web application development
• Mobile application development (iOS, Android, cross-platform)
• Artificial intelligence and automation solutions
• Technology consulting and advisory services
• UI/UX design and product design
• Digital strategy and digital transformation consulting

The specific scope, deliverables, timelines, and fees for any engagement are defined in a separate written agreement, statement of work (SOW), or proposal between you and Fabrimo OU. These Terms apply in addition to and do not replace any such agreement. In the event of a conflict between these Terms and a specific service agreement, the service agreement shall prevail.

4. Use of the Website

4.1 Permitted Use

You may use our Website for lawful purposes only. You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Website for its intended purpose: to learn about our services, contact us, and engage with our content.

4.2 Prohibited Conduct

When using our Website, you agree not to:

• Use the Website in any way that violates applicable local, national, or international law or regulation
• Attempt to gain unauthorised access to any part of the Website, its servers, or any connected systems
• Introduce viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful
• Interfere with or disrupt the integrity or performance of the Website
• Use any automated system, including bots, scrapers, or spiders, to access the Website without our express written permission
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Website without our express written permission
• Impersonate or attempt to impersonate Fabrimo OU, an employee of Fabrimo OU, another user, or any other person or entity
• Collect or harvest any personally identifiable information from the Website

5. User Obligations

When engaging our services, you agree to:

• Provide accurate, complete, and current information as required for the performance of services
• Respond to reasonable requests for feedback, approvals, or information in a timely manner
• Ensure that any materials, content, or data you provide to us do not infringe the intellectual property rights or other rights of any third party
• Comply with all applicable laws and regulations in your jurisdiction
• Pay all agreed fees in accordance with the payment terms set out in the applicable service agreement
• Maintain the confidentiality of any account credentials or access details provided to you

Failure to fulfil these obligations may result in delays to project delivery, and Fabrimo OU shall not be liable for any such delays.

6. Intellectual Property

6.1 Our Intellectual Property

All content on the Website, including but not limited to text, graphics, logos, icons, images, audio, video, software, and the overall design and arrangement thereof, is the property of Fabrimo OU or its licensors and is protected by copyright, trademark, and other intellectual property laws of Estonia, the European Union, and international treaties.

Nothing in these Terms grants you any right, title, or interest in our intellectual property except as expressly stated herein.

6.2 Client Project Deliverables

Ownership of intellectual property created during a service engagement is governed by the applicable service agreement between you and Fabrimo OU. Unless otherwise agreed in writing:

• Upon full payment of all fees, intellectual property rights in custom deliverables created specifically for you shall be assigned to you
• Fabrimo OU retains ownership of pre-existing intellectual property, proprietary tools, frameworks, methodologies, and general knowledge, even where incorporated into deliverables
• Fabrimo OU retains the right to use general concepts, techniques, and know-how developed during the engagement for future projects
• Fabrimo OU may use the project in its portfolio and marketing materials unless explicitly agreed otherwise

6.3 Open Source and Third-Party Components

Deliverables may include open-source software or third-party components. Such components are subject to their respective licences, and Fabrimo OU will identify any such components upon request. You are responsible for complying with the applicable open-source or third-party licence terms.

7. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information received from the other party during the course of an engagement. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

This confidentiality obligation survives the termination of any service agreement for a period of two (2) years, unless a longer period is specified in the applicable service agreement.

8. Fees and Payment

Fees for our services are set out in the applicable service agreement, proposal, or statement of work. Unless otherwise agreed in writing:

• All fees are quoted in Euros (EUR) unless otherwise stated
• Invoices are due within 14 days of the invoice date
• Late payments may incur interest at the rate permitted under Estonian law (currently the European Central Bank base rate plus 8 percentage points per annum)
• We reserve the right to suspend work on a project if payments are significantly overdue

As an Estonian company, Fabrimo OU may be required to charge Value Added Tax (VAT) in accordance with Estonian and EU VAT regulations. VAT will be applied where applicable and shown separately on invoices.

9. Warranties and Disclaimers

9.1 Website Disclaimer

The Website and its content are provided on an "as is" and "as available" basis. While we make reasonable efforts to ensure the information on our Website is accurate and up to date, we make no warranties or representations, express or implied, regarding:

• The completeness, accuracy, reliability, or suitability of the Website content
• The uninterrupted or error-free operation of the Website
• The absence of viruses or other harmful components

The information on our Website does not constitute professional advice. You should not rely on it as a substitute for professional consultation.

9.2 Service Warranties

We warrant that our services will be performed with reasonable skill and care, in accordance with generally accepted industry standards. Any specific warranties for deliverables will be set out in the applicable service agreement.

Unless otherwise agreed in the service agreement, we provide a warranty period of thirty (30) days after delivery for the correction of defects in deliverables that do not conform to the agreed specifications.

9.3 Consumer Rights

Nothing in these Terms is intended to limit or exclude any rights you may have as a consumer under mandatory EU consumer protection legislation, including Directive 2011/83/EU on consumer rights. If you are a consumer within the meaning of applicable EU law, statutory consumer rights apply in addition to these Terms, and these Terms shall not be interpreted to your detriment.

10. Limitation of Liability

To the maximum extent permitted by applicable law, and subject to the consumer rights provisions above:

• Exclusion of Indirect Damages: Fabrimo OU shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, arising out of or in connection with these Terms, the Website, or our services.
• Cap on Liability: Our total aggregate liability arising out of or in connection with any service engagement shall not exceed the total fees actually paid by you to Fabrimo OU for the specific engagement giving rise to the claim during the twelve (12) months preceding the event giving rise to the liability.
• Exceptions: Nothing in these Terms shall exclude or limit our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable EU or Estonian law.

Each provision of this section operates separately. If any part is found to be unenforceable, the remaining parts shall continue to apply.

11. Indemnification

You agree to indemnify, defend, and hold harmless Fabrimo OU, its directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Website in violation of these Terms
• Your breach of any representation or warranty made in these Terms
• Any materials, content, or data you provide that infringe the rights of a third party
• Your violation of any applicable law or regulation

12. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms or any service agreement where such failure or delay results from circumstances beyond the reasonable control of the affected party, including but not limited to natural disasters, acts of government, pandemics, war, terrorism, labour disputes, power failures, internet or telecommunications failures, or cyberattacks.

The affected party shall notify the other party promptly and make reasonable efforts to mitigate the impact of the force majeure event.

13. Data Protection

We process personal data in accordance with the General Data Protection Regulation (GDPR) and applicable Estonian data protection legislation. Our Privacy Policy, available at faprimo.com/privacy, describes in detail how we collect, use, store, and protect your personal data.

Where we process personal data on your behalf in the course of providing services, we will enter into a Data Processing Agreement (DPA) in accordance with Art. 28 GDPR.

14. Term and Termination

14.1 Website Access

These Terms are effective from the moment you first access or use our Website and remain in effect until terminated. We may suspend or terminate your access to the Website at any time, without notice, for conduct that we believe violates these Terms or is harmful to other users, us, or third parties.

14.2 Service Engagements

The term and termination provisions for service engagements are governed by the applicable service agreement. In the absence of specific provisions, either party may terminate a service engagement by providing thirty (30) days written notice to the other party.

14.3 Survival

The following sections survive any termination of these Terms: Intellectual Property (Section 6), Confidentiality (Section 7), Warranties and Disclaimers (Section 9), Limitation of Liability (Section 10), Indemnification (Section 11), Data Protection (Section 13), Governing Law (Section 15), and Dispute Resolution (Section 16).

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law provisions. Where applicable, mandatory provisions of European Union law, including the GDPR and EU consumer protection directives, shall also apply.

If you are a consumer habitually resident in an EU member state, you additionally benefit from any mandatory provisions of the law of your country of residence. Nothing in these Terms affects your rights as a consumer to rely on such mandatory provisions.

16. Dispute Resolution

16.1 Amicable Resolution

The parties shall first attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiation. Either party may initiate the negotiation process by providing written notice to the other party describing the dispute and proposing a resolution.

16.2 Mediation

If the dispute is not resolved within thirty (30) days of the initial notice, either party may propose mediation. The mediation shall be conducted in accordance with the rules of a mutually agreed mediation institution.

16.3 Jurisdiction

If the dispute cannot be resolved through negotiation or mediation, it shall be submitted to the exclusive jurisdiction of the courts of the Republic of Estonia, specifically the Harju County Court (Harju Maakohus) in Tallinn.

If you are a consumer within the meaning of applicable EU law, you may also bring proceedings in the courts of the EU member state of your domicile. Nothing in this section limits your right to bring enforcement proceedings in any competent jurisdiction.

16.4 Online Dispute Resolution

In accordance with Regulation (EU) No 524/2013, the European Commission provides an Online Dispute Resolution (ODR) platform for consumers. You can access this platform at https://ec.europa.eu/consumers/odr/. Our email address for the purpose of the ODR platform is hello@faprimo.com.

17. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of these Terms, which shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

18. Waiver

The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the waiving party.

19. Entire Agreement

These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and Fabrimo OU regarding the use of our Website and services. These Terms supersede any prior agreements, communications, or understandings, whether written or oral, relating to the subject matter hereof.

20. Assignment

You may not assign or transfer your rights or obligations under these Terms without the prior written consent of Fabrimo OU. We may assign or transfer our rights and obligations under these Terms to a successor entity in the event of a merger, acquisition, reorganisation, or sale of all or substantially all of our assets, provided that the successor entity agrees to be bound by these Terms.

21. Notices

All notices under these Terms shall be in writing and shall be deemed given when sent by email or delivered personally. Notices to Fabrimo OU shall be sent to hello@faprimo.com. Notices to you shall be sent to the email address you have provided to us or posted on our Website.

22. Contact Information

If you have any questions or concerns about these Terms of Service, please contact us:

Fabrimo OU

Email: hello@faprimo.com

Website: faprimo.com

Estonian Business Registry Code: [Registry Code]

Address: [Registered Address], Estonia