1. Agreement to Terms
These Terms and Conditions ("Terms") govern your use of our website and services provided by 123.ee OÜ ("Company," "we," "our," or "us"). By accessing our website or engaging our services, you agree to be bound by these Terms.
2. Description of Services
123.ee OÜ provides advertising and marketing services, including but not limited to:
- Digital marketing campaigns
- Creative development and design
- Media planning and buying
- Brand strategy and consultation
- Website development and optimization
- Market research and analysis
3. Service Agreements
3.1 Contract Formation
Service agreements are formed when:
- You accept a written proposal from us
- We execute a service agreement
- You make payment for services
- Work commences with your authorization
3.2 Scope of Work
Each project will be governed by a specific scope of work that includes:
- Detailed service descriptions
- Deliverables and timelines
- Payment terms and amounts
- Client responsibilities
- Terms specific to the project
4. Client Responsibilities
As our client, you agree to:
- Provide accurate and complete information
- Supply necessary materials and approvals in a timely manner
- Respond to requests for feedback within agreed timeframes
- Make payments according to agreed terms
- Ensure you have rights to all materials provided to us
- Comply with all applicable laws and regulations
5. Payment Terms
5.1 Fees and Payment
Payment terms will be specified in each service agreement and may include:
- Upfront deposits or retainers
- Milestone-based payments
- Monthly retainer fees
- Project completion payments
5.2 Late Payments
Late payments may result in:
- Suspension of services
- Interest charges on overdue amounts
- Collection fees and legal costs
- Termination of service agreement
5.3 Expenses
Client is responsible for pre-approved expenses including:
- Media buying costs
- Third-party services and tools
- Travel and accommodation
- Photography and production costs
6. Intellectual Property
6.1 Work Product
Upon full payment, client will own rights to:
- Final creative materials developed specifically for client
- Campaign concepts and strategies
- Custom-developed content and designs
6.2 Company Retention Rights
We retain rights to:
- Our methodologies and processes
- Pre-existing intellectual property
- General knowledge and experience gained
- Use work in our portfolio and case studies
6.3 Third-Party Materials
Any third-party materials (stock photos, fonts, software) remain owned by their respective owners and are licensed for specific use.
7. Confidentiality
Both parties agree to:
- Keep confidential information secure
- Use confidential information only for project purposes
- Not disclose confidential information to third parties
- Return or destroy confidential information upon request
8. Performance and Deliverables
8.1 Timeline
Project timelines are estimates and may be affected by:
- Client feedback and approval delays
- Scope changes or additions
- Third-party dependencies
- Unforeseen circumstances
8.2 Revisions
Services include reasonable revisions as specified in each agreement. Additional revisions may incur extra charges.
9. Limitation of Liability
To the maximum extent permitted by law:
- Our liability is limited to the amount paid for services
- We are not liable for indirect or consequential damages
- We do not guarantee specific results or performance metrics
- Client assumes responsibility for campaign results
10. Indemnification
Client agrees to indemnify and hold us harmless from claims arising from:
- Client's use of our deliverables
- Client-provided materials or content
- Client's violation of laws or regulations
- Client's breach of these terms
11. Termination
11.1 Termination Rights
Either party may terminate services:
- With 30 days written notice
- Immediately for material breach
- Immediately for non-payment
- As specified in individual agreements
11.2 Effect of Termination
Upon termination:
- Client pays for all work completed
- We deliver completed work products
- Confidentiality obligations continue
- Both parties return confidential materials
12. Force Majeure
We are not liable for delays or failures due to circumstances beyond our reasonable control, including natural disasters, pandemics, government actions, or technical failures.
13. Governing Law
These Terms are governed by Estonian law. Any disputes will be resolved in Estonian courts or through mutually agreed arbitration.
14. Website Terms
14.1 Acceptable Use
You may not use our website to:
- Violate any laws or regulations
- Infringe on intellectual property rights
- Transmit harmful or malicious content
- Interfere with website functionality
14.2 Content Accuracy
While we strive for accuracy, we make no warranties about website content and reserve the right to modify information without notice.
15. Privacy and Data Protection
Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.
16. Modifications
We may update these Terms from time to time. Continued use of our services after modifications constitutes acceptance of the updated Terms.
17. Severability
If any provision of these Terms is found unenforceable, the remaining provisions will continue in full effect.
18. Entire Agreement
These Terms, together with specific service agreements and our Privacy Policy, constitute the entire agreement between the parties.
19. Contact Information
For questions about these Terms or our services, please contact:
By using our services or website, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.