1. General Provisions

1.1 These Terms and Conditions ("Terms") govern the relationship between RubiDev OÜ ("Agency", "we", "us", or "our") and the client ("Client", "you") regarding the provision of software development services, IT consulting, design, and Software-as-a-Service (SaaS) products (collectively, the "Services").

1.2 By engaging our Services or accessing our SaaS products, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a legal entity, you represent that you have the authority to bind such entity to these Terms.

1.3 The Agency reserves the right to modify these Terms at any time. We will notify you of significant changes via email or through our Website. Your continued use of the Services after such modifications constitutes your acceptance of the revised Terms.

2. Services and Engagement

2.1 Custom Development: The Agency provides custom software development, UI/UX design, and technical consulting. The specific scope, timeline, and deliverables for each project will be defined in a separate Statement of Work (SOW) or Proposal agreed upon by both parties.

2.2 SaaS Services: The Agency may provide access to proprietary software products hosted by the Agency and licensed to the Client on a subscription basis ("SaaS Services").

2.3 Acceptance: For custom development, deliverables shall be deemed accepted if the Client does not provide a written notice of deficiency within 5 business days of delivery, or upon the Client's first commercial use of the deliverables.

3. Intellectual Property Rights

3.1 Custom Deliverables: Upon full and final payment of all applicable fees, the Agency transfers and assigns to the Client all right, title, and interest in and to the custom-coded portions of the deliverables specifically created for the Client under an SOW ("Custom Deliverables").

3.2 Background IP and SaaS: The Agency retains all rights, title, and interest in its pre-existing tools, libraries, frameworks, SaaS platforms, and methodologies used to provide the Services ("Background IP"). The Agency grants the Client a non-exclusive, non-transferable license to use such Background IP solely as part of and for the internal business purposes of using the deliverables.

3.3 Limited Rights: In certain cases defined in the SOW, the Agency may grant only a limited license for use (partial transfer) rather than a full transfer of rights. Such limitations will be explicitly stated in the relevant project documentation.

3.4 Open Source: Deliverables may contain open-source software, which is governed by the respective open-source licenses. The Agency is not responsible for the Client's compliance with such licenses.

4. Payment Terms

4.1 Fees: Fees for Services are specified in the SOW or subscription plan. Unless otherwise stated, all fees are non-refundable and exclude applicable taxes.

4.2 Payment Schedule: For custom projects, payments are typically made according to project milestones. For SaaS Services, subscription fees are billed in advance (monthly or annually).

4.3 Late Payments: Payments not received within 14 days of the invoice date may incur interest at a rate of 1.5% per month or the maximum rate permitted by law. The Agency reserves the right to suspend Services until all outstanding balances are paid.

5. SaaS Services Usage

5.1 Access Rights: The Client is granted a limited right to access and use the SaaS Services for its internal business operations during the subscription term.

5.2 Prohibited Use: The Client shall not: (a) reverse engineer or attempt to extract the source code of the SaaS Services; (b) use the Services to store or transmit malicious code; (c) interfere with the integrity or performance of the Services.

5.3 Data Ownership: The Client retains all rights to any data uploaded by the Client to the SaaS platform. The Agency may use aggregated, anonymized data for service improvement purposes.

6. Confidentiality

6.1 Both parties agree to keep confidential all non-public information received from the other party that is designated as confidential or should reasonably be understood to be confidential ("Confidential Information").

6.2 Confidential Information shall not be disclosed to any third party without prior written consent, except as required by law or to employees/subcontractors who need to know and are bound by confidentiality obligations.

7. Limitation of Liability

7.1 To the maximum extent permitted by law, the Agency shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, data, or business opportunities.

7.2 The total liability of the Agency for any claim arising out of these Terms or the Services shall not exceed the total amount of fees paid by the Client to the Agency during the six (6) months preceding the event giving rise to the claim.

8. Term and Termination

8.1 Custom Projects: Either party may terminate a project for convenience with 30 days' written notice, provided that the Client pays for all work performed up to the termination date.

8.2 SaaS Subscriptions: The Client may cancel SaaS subscriptions at any time. Access will remain active until the end of the current paid billing period.

8.3 Breach: Either party may terminate these Terms immediately if the other party materially breaches these Terms and fails to cure such breach within 14 days of notice.

9. Governing Law and Jurisdiction

9.1 These Terms are governed by and construed in accordance with the laws of the Republic of Estonia.

9.2 Any disputes arising out of or in connection with these Terms shall be settled by negotiations. If an agreement cannot be reached, the dispute shall be resolved in the Harju County Court in Tallinn, Estonia.

10. Contact Information

If you have any questions regarding these Terms, please contact us at [email protected].