Terms and Conditions of Service
1. Introduction and Acceptance of Terms
These Terms and Conditions of Service (hereinafter “Terms”), together with our Privacy Policy and any applicable Data Processing Agreement, constitute the entire agreement (hereinafter “Agreement”) between QBRI OÜ, a limited liability company registered and domiciled in Tallinn, Estonia (hereinafter “QBRI”, “Service Provider”, “we”, “us”, “our”) and you, whether you are an individual or an entity (hereinafter “Client”, “you”, “your”). By accessing, browsing, or using our website (https://qbri.digital), engaging our services, or clicking “I Accept” or similar acknowledgment, you agree to be bound by these Terms. If you do not agree to any provision of these Terms, you must immediately cease use of our services and website. These Terms apply to all services provided by QBRI, including but not limited to:
- IT Consulting and Technology Strategy
- Web Development and Web Application Development
- Mobile Application Development (iOS, Android, cross-platform)
- Digital Strategy and Business Process Optimization
- Digital Marketing and Performance Marketing Services
- Technical Support and Maintenance Services
- Cloud Infrastructure and DevOps Services
2. Eligibility and Representation
By using our services, you represent, warrant, and covenant that:
- If you are an individual, you are at least 18 years of age and have the legal capacity to enter into binding contracts in your jurisdiction;
- If you are an entity (corporation, partnership, limited liability company, or other legal organization), you are duly organized, validly existing, and in good standing under the laws of your jurisdiction of incorporation or organization;
- You possess full legal authority to enter into this Agreement and bind your organization;
- You have obtained all necessary corporate or organizational approvals to engage our services;
- Your use of our services is not prohibited by any applicable law, regulation, or court order in your jurisdiction.
3. Definitions
“Confidential Information” means any information disclosed by one party to the other, whether orally, in writing, or in digital form, that is marked as confidential or that reasonably should be understood to be confidential given its nature and circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is independently developed without use of the other party’s Confidential Information; or (c) is rightfully received from a third party without confidentiality obligations.
“Deliverables” means the tangible work product created by QBRI under an applicable Statement of Work or Service Order, including but not limited to software code, documentation, designs, strategies, reports, and other materials.
“Intellectual Property” or “IP” means all patents, copyrights, trademarks, trade secrets, know-how, and other intellectual property rights, whether registered or unregistered.
“Personal Data” has the meaning given in the General Data Protection Regulation (EU) 2016/679 (GDPR) and Estonian Data Protection Act.
“Service” means the professional services described in the applicable Statement of Work, proposal, or Service Order.
“Statement of Work” or “SOW” means a document executed by both parties that describes the scope of services, deliverables, timeline, fees, and other service-specific terms.
4. Scope of Services and Statements of Work
4.1 Engagement Process
Services are provided only upon execution of a Statement of Work, proposal, or Service Order that specifies:
- Detailed description of services to be provided;
- Deliverables and acceptance criteria;
- Project timeline and key milestones;
- Fees and payment terms;
- Specific obligations and responsibilities of both parties;
- Any service-specific terms that may modify these general Terms.
4.2 Scope Adherence
QBRI shall perform services only as described in the applicable Statement of Work. Any services requested outside the agreed scope shall be subject to additional fees as determined by QBRI. Changes to the scope of work must be documented in writing and signed by both parties before commencement.
4.3 Client Responsibilities
For successful service delivery, you agree to:
- Provide timely, accurate, and complete information necessary for service delivery;
- Make decisions and approvals on agreed timelines;
- Designate a primary contact for project communication;
- Maintain adequate security of access credentials and systems;
- Comply with applicable laws and QBRI’s acceptable use policies;
- Not interfere with QBRI’s performance of services.
5. Fees, Invoicing, and Payment Terms
5.1 Fees and Expenses
Fees for services shall be as specified in the applicable Statement of Work or proposal. Unless otherwise agreed in writing, fees are:
- Exclusive of Value Added Tax (VAT) and similar taxes, which shall be added if applicable;
- Non-refundable, except as expressly provided in this Agreement;
- Based on professional time, resources, and expertise provided;
- Due upon the terms specified in the applicable Statement of Work.
5.2 Invoicing and Payment
QBRI shall invoice you as specified in the Statement of Work. Standard payment terms are net 30 days from invoice date. Invoices must be paid by wire transfer to QBRI’s designated Estonian bank account or via other agreed payment method.
5.3 Late Payment
Amounts not paid by the due date shall accrue interest at the rate of 0.5% per month (or the maximum rate permitted by applicable law if lower) from the due date until paid in full. Additionally, QBRI reserves the right to:
- Suspend services until payment is received;
- Withhold delivery of Deliverables;
- Pursue collection through legal action;
- Recover reasonable collection and legal costs.
5.4 Price Adjustments
For ongoing services or retainers, QBRI may adjust fees upon 30 days’ written notice to reflect changes in market conditions, service scope, or resource requirements. Adjustments shall not exceed 15% annually without your consent.
6. Intellectual Property Ownership and Licensing
6.1 Pre-Existing IP
All Intellectual Property owned by QBRI prior to service engagement (including tools, methodologies, frameworks, templates, and third-party software) (“Pre-Existing IP”) shall remain the sole and exclusive property of QBRI. You receive a limited, non-exclusive, non-transferable license to use Pre-Existing IP solely as incorporated in the Deliverables for the purpose stated in the Statement of Work.
6.2 Work Product Ownership
Unless expressly agreed otherwise in a Statement of Work, Intellectual Property created by QBRI specifically and exclusively for you as part of the Deliverables (“Work Product”) shall be owned by QBRI until all fees are paid in full. Upon receipt of full payment, ownership of Work Product shall transfer to you, subject to:
- QBRI’s retained right to use the Work Product (in general, non-confidential form) as a portfolio reference, case study, or example;
- QBRI’s retained license to Pre-Existing IP embedded within the Work Product;
- Third-party IP rights and license restrictions;
- Restrictions on use that would violate third-party IP rights or applicable law.
6.3 Third-Party Software and Open Source
The Deliverables may incorporate third-party software, components, or open-source software (“Third-Party Software”). QBRI shall disclose all material Third-Party Software and its applicable license terms. You agree to comply with all license requirements of Third-Party Software, including but not limited to attribution, disclosure, and copyleft obligations. QBRI provides no warranty regarding Third-Party Software and assumes no liability for its functionality or compliance with your requirements.
6.4 License Grant for Services
QBRI grants you a limited, non-exclusive, non-transferable, revocable license to use deliverables provided under these Terms solely for your internal business purposes, unless a separate license agreement is executed. You may not:
- Sublicense, sell, lease, or distribute the deliverables;
- Reverse engineer, decompile, or attempt to derive source code;
- Modify or create derivative works without written permission;
- Remove or obscure copyright, trademark, or proprietary notices;
- Use deliverables for competitive or commercial redistribution.
6.5 Source Code Escrow (Optional)
For software development projects, source code escrow may be arranged at additional cost. If agreed, source code shall be held by a mutually selected escrow agent and released only upon specified trigger events (QBRI insolvency, material breach, project abandonment). Details shall be specified in the applicable Statement of Work.
7. Data Protection and Privacy
7.1 Compliance Framework
QBRI complies with the General Data Protection Regulation (EU) 2016/679 (GDPR), the Estonian Data Protection Act, and other applicable data protection laws. All processing of Personal Data shall be governed by a separate Data Processing Agreement (DPA), which is incorporated by reference and available upon request.
7.2 Data Processing Agreement
If you provide QBRI with access to Personal Data of individuals, the parties shall execute a Data Processing Agreement that sets forth:
- The nature, scope, duration, and purpose of data processing;
- The types of Personal Data and categories of data subjects;
- QBRI’s obligations as a data processor or joint controller;
- Sub-processor terms and controls;
- Data subject rights and mechanisms for exercise;
- Data security measures and incident reporting;
- Data deletion or return obligations;
- Audit and compliance verification rights.
7.3 Your Privacy Policy Responsibility
You are responsible for maintaining and publishing a legally compliant privacy policy that discloses:
- The categories of Personal Data collected;
- The purposes of processing;
- QBRI’s role as a service provider or processor;
- Data subject rights and how to exercise them;
- International data transfers (if applicable);
- Retention periods and deletion procedures.
7.4 Personal Data Security
QBRI implements appropriate technical and organizational security measures, including encryption, access controls, and monitoring. However, no transmission over the internet or electronic storage is completely secure. You acknowledge that QBRI cannot guarantee absolute security and that you transmit data at your own risk.
7.5 Sub-processors and Third-Party Services
QBRI may use sub-processors and third-party service providers (e.g., cloud hosting providers, analytics platforms, communication tools) to deliver services. A current list of sub-processors is maintained at https://qbri.digital/subprocessors. QBRI shall notify you of material changes to sub-processors and permit you to object on reasonable grounds related to data protection risks.
8. Confidentiality and Non-Disclosure
8.1 Confidential Information
Each party acknowledges that it may receive Confidential Information from the other party in connection with these Terms. Confidential Information includes business plans, technical information, client lists, pricing, strategies, and other sensitive information marked as confidential or reasonably understood to be confidential.
8.2 Obligations of Confidentiality
Each party agrees to:
- Maintain Confidential Information in strict confidence;
- Limit access to employees, contractors, and advisors with a legitimate need to know;
- Implement reasonable security measures to prevent unauthorized disclosure;
- Return or destroy Confidential Information upon termination or request;
- Not disclose Confidential Information to third parties without prior written consent.
8.3 Permitted Disclosures
Confidential Information may be disclosed without consent only when:
- Required by law, court order, or regulatory authority (with prior notice to allow the other party to seek protective measures);
- Necessary to protect rights, safety, or property in emergencies;
- Authorized in writing by the disclosing party;
- Already known or independently developed;
- Disclosed by QBRI in aggregated, anonymized form for portfolio or marketing purposes.
8.4 Duration
Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected indefinitely.
9. Warranties and Disclaimers
9.1 Service Warranties
QBRI warrants that:
- Services shall be performed in a professional and workmanlike manner consistent with industry standards for Estonian and European IT service providers;
- Deliverables shall conform to the specifications and acceptance criteria defined in the applicable Statement of Work;
- Services shall comply with applicable laws and regulations;
- QBRI has the right to provide services and that Deliverables will not infringe third-party Intellectual Property rights (subject to Section 6.3 regarding Third-Party Software).
9.2 Limited Warranty Period
QBRI warrants Deliverables against material defects for a period of thirty (30) days from final delivery and acceptance. If a defect is discovered within this period, QBRI shall, at its option and discretion, either: (a) correct the defect at no additional cost; (b) provide a workaround; or (c) refund fees paid for the defective Deliverable. This is the exclusive remedy for warranty breaches.
9.3 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1 AND 9.2, QBRI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. QBRI does not warrant that:
- Services will be uninterrupted, error-free, or will meet all of your expectations;
- Any defects will be corrected or that the system will function without errors;
- Third-party services, platforms, or content accessed through our services are error-free or secure;
- Your use of Deliverables will achieve your business objectives or financial goals.
9.4 “As-Is” Provision
Deliverables and services are provided “as is” and “as available.” QBRI shall not be liable for any claim that services or deliverables do not meet expectations, unless such claim arises from QBRI’s gross negligence or willful misconduct.
10. Limitation of Liability
10.1 Limitations
To the maximum extent permitted by applicable law (including Estonian law and EU directives), neither party shall be liable to the other for:
- Indirect damages, including loss of profits, revenue, data, business opportunity, or anticipated savings;
- Consequential damages, including loss of use, cost of substitute services, or business interruption;
- Incidental damages, punitive damages, or exemplary damages;
- Damages arising from third-party claims, acts, or omissions beyond the liable party’s reasonable control.
10.2 Aggregate Liability Cap
Except for indemnification obligations and breaches of confidentiality, QBRI’s total cumulative liability arising from or related to this Agreement shall not exceed the fees paid or payable in the 12 months preceding the claim. If no fees have been paid, liability shall not exceed €500. If applicable law does not permit limitation of liability, this section shall be interpreted to impose the maximum limitation permitted by law.
10.3 Carve-Outs
The limitations in this Section 10 shall not apply to:
- Either party’s gross negligence, willful misconduct, or fraud;
- Indemnification obligations under Section 11;
- Breaches of confidentiality obligations;
- Infringement of Intellectual Property rights;
- Violations of data protection laws;
- Liability that cannot be waived or limited by law.
11. Indemnification
11.1 QBRI’s Indemnity
QBRI shall defend, indemnify, and hold harmless you from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
- QBRI’s breach of this Agreement;
- QBRI’s negligent performance or willful misconduct in providing services;
- Infringement of third-party Intellectual Property rights by Deliverables, excluding claims arising from your modification, combination, or use of Deliverables outside the intended scope;
- QBRI’s violation of applicable law;
- QBRI’s breach of data protection obligations.
11.2 Client’s Indemnity
You shall defend, indemnify, and hold harmless QBRI from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
- Your breach of this Agreement;
- Your violation of applicable law;
- Your use of Deliverables outside the scope authorized by this Agreement;
- Your combination or modification of Deliverables with third-party products without QBRI’s consent;
- Your content, data, or information provided to QBRI that infringes third-party rights;
- Claims by third parties related to your business, products, or services.
11.3 Indemnification Procedures
The indemnified party shall: (a) provide prompt written notice of the claim; (b) permit the indemnifying party to control the defense and settlement (provided settlement does not involve admission of liability or obligations for the indemnified party); (c) provide reasonable cooperation at the indemnifying party’s expense.
12. Acceptable Use and Prohibited Conduct
12.1 Acceptable Use
You agree to use services and website only for lawful purposes and in compliance with all applicable laws and regulations. You shall not:
- Use services in connection with any illegal activity or to facilitate unlawful acts;
- Transmit malware, viruses, worms, or other malicious code;
- Conduct denial-of-service attacks, hacking, or unauthorized access attempts;
- Interfere with or disrupt QBRI’s infrastructure, servers, or networks;
- Bypass security controls or access unauthorized systems;
- Scrape, spider, or harvest data from QBRI’s website without authorization;
- Use automated tools to access services in violation of robots.txt or QBRI’s policies;
- Reverse engineer, decompile, or attempt to derive proprietary information;
- Circumvent license restrictions or technical protection measures;
- Transmit spam, unsolicited communications, or fraudulent content;
- Harass, defame, or threaten other users or QBRI personnel;
- Create multiple accounts to circumvent restrictions or evade termination.
12.2 Monitoring and Enforcement
QBRI reserves the right to monitor use of services to ensure compliance and may, at its sole discretion, suspend or terminate services for violations. QBRI may also report violations to law enforcement or relevant authorities.
13. Website Terms and Use
13.1 License to Use Website
QBRI grants you a limited, non-exclusive, non-transferable, revocable license to access and use our website (https://qbri.digital) for lawful purposes only. You may not:
- Reproduce, distribute, or transmit website content without permission;
- Modify or create derivative works from website content;
- Frame or “mirror” the website;
- Remove copyright, trademark, or proprietary notices;
- Access website through automated means or scraping;
- Use website for commercial purposes or competitive analysis without consent.
13.2 Website Content
Website content, including text, graphics, logos, images, software, and design, is the property of QBRI or its licensors and is protected by copyright and trademark law. Unless expressly permitted, you may only view and print content for personal, non-commercial use.
13.3 Third-Party Links
The website may contain links to third-party websites. QBRI does not control, endorse, or assume responsibility for third-party sites, their content, accuracy, or privacy practices. Your use of third-party sites is at your own risk and subject to their terms.
13.4 Website Availability
QBRI reserves the right to modify, suspend, or discontinue any aspect of the website at any time without notice or liability. While QBRI uses reasonable efforts to maintain website availability and accuracy, QBRI makes no guarantee of uninterrupted service.
14. Term and Termination
14.1 Term
This Agreement commences on the date of acceptance and continues until termination as provided herein. Individual Statements of Work may have specific terms and expiration dates.
14.2 Termination for Convenience
Either party may terminate this Agreement or a Statement of Work for convenience upon thirty (30) days’ written notice to the other party. In such case:
- You shall pay all fees accrued through the termination date and for services already performed;
- QBRI shall cease providing services and deliver work-in-progress materials;
- Payment obligations shall survive termination.
14.3 Termination for Cause
Either party may terminate immediately upon written notice if:
- The other party materially breaches this Agreement and fails to cure within fifteen (15) days of written notice;
- The other party becomes insolvent, bankrupt, or subject to insolvency proceedings;
- The other party commits fraud or willful misconduct;
- Required by law or court order.
14.4 Effects of Termination
Upon termination:
- All rights and licenses granted terminate immediately;
- You shall immediately cease use of services and return or destroy Confidential Information;
- Outstanding invoices become immediately due and payable;
- Sections addressing indemnification, confidentiality, limitation of liability, governing law, and dispute resolution shall survive termination;
- QBRI shall deliver final work product upon receipt of all outstanding payments.
14.5 Effect on Work Product
Ownership of Work Product transfers only upon receipt of full payment of all fees due. If you terminate for convenience before project completion, you shall pay:
- All fees for completed work and deliverables;
- A termination fee equal to 50% of remaining fees in the Statement of Work (capped at 30 days of anticipated fees);
- Reimbursement for reasonable out-of-pocket expenses incurred.
15. Export Controls and Sanctions
You acknowledge that software, technology, and services provided by QBRI may be subject to export controls and sanctions laws of Estonia, the European Union, and other jurisdictions. You shall not, and shall not permit others to:
- Export or re-export services, software, or technology to prohibited countries or entities;
- Use services in violation of export control laws or sanctions regulations;
- Provide access to services to prohibited parties or for prohibited end-uses;
- Violate the Cuban Asset Control Regulations, Iranian Transaction Regulations, or other sanctions programs.
16. Compliance with Laws
16.1 Regulatory Compliance
You warrant that your use of services complies with all applicable laws and regulations in your jurisdiction, including but not limited to:
- Consumer protection and data protection laws;
- Industry-specific regulations (HIPAA, PCI-DSS, FINMA, etc.);
- Anti-corruption and anti-bribery laws (FCPA, UK Bribery Act);
- Anti-money laundering and know-your-customer requirements;
- Import/export and sanctions laws.
16.2 QBRI Compliance
QBRI complies with all applicable Estonian and European Union laws, including the GDPR, ePrivacy Directive (2002/58/EC), Estonian Consumer Protection Act, Estonian Data Protection Act, and other relevant regulations. QBRI shall provide evidence of compliance upon reasonable request.
17. Dispute Resolution and Governing Law
17.1 Governing Law
These Terms shall be governed by and construed in accordance with the substantive laws of the Republic of Estonia, without regard to its conflicts of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
17.2 Consumer Rights
Nothing in these Terms shall deprive you of rights granted by applicable consumer protection laws that cannot be waived or limited. If you are a consumer as defined by applicable law, you retain all rights afforded to consumers under Estonian law, the Consumer Rights Directive (2011/83/EU), and other applicable consumer protection legislation.
17.3 Dispute Resolution Process
Before initiating formal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation. Either party may propose mediation, which shall be conducted in English or Estonian by a neutral third party selected by mutual agreement. Each party shall bear its own costs unless the mediator recommends otherwise.
17.4 Jurisdiction and Venue
If negotiation and mediation fail, disputes shall be resolved in the following manner:
- For Consumer Clients: You may bring claims in the courts of your country of residence or the Estonian courts. QBRI may bring claims in Estonian courts only. If you are a consumer, you retain the right to bring actions in your local courts, and QBRI shall not enforce this provision to deprive you of such rights.
- For Business Clients: Both parties consent to the exclusive jurisdiction of the Harju County Court (Harju Maakohus) in Tallinn, Estonia, which shall have jurisdiction over all disputes arising from this Agreement. Both parties waive any objection to jurisdiction or venue in such court.
17.5 Language of Proceedings
Any legal proceedings shall be conducted in English or Estonian at the discretion of the court, unless parties mutually agree otherwise. QBRI shall provide translations at its cost if proceedings are conducted in a language other than Estonian or English.
17.6 Costs and Attorneys’ Fees
In any proceeding to enforce these Terms, the prevailing party shall be entitled to recover reasonable attorneys’ fees, court costs, and other litigation expenses from the non-prevailing party, unless prohibited by law.
18. Limitation of Time to Sue
Any claim or cause of action arising from or relating to this Agreement must be commenced within one (1) year from the date the claim accrued, or it shall be permanently barred. This limitation period does not apply to claims of fraud, intellectual property infringement, or breach of confidentiality, which shall be governed by applicable statutory limitations periods.
19. No Class Actions; Individual Resolution
You agree that:
- All disputes shall be resolved on an individual basis, without resort to class action, representative action, or consolidated proceedings;
- You waive the right to pursue claims as a class member or in a representative capacity;
- Claims may not be consolidated with claims of others;
- Arbitrators (if applicable) may not consolidate or join claims of multiple parties.
20. Feedback and Suggestions
Any feedback, suggestions, ideas, or comments you provide to QBRI regarding services, website, or products (hereinafter “Feedback”) shall be the property of QBRI. You grant QBRI a worldwide, royalty-free, irrevocable license to use, reproduce, modify, and commercialize Feedback without obligation to you. QBRI is under no obligation to implement Feedback or acknowledge your contribution.
21. Entire Agreement and Amendment
21.1 Entire Agreement
These Terms, together with the Privacy Policy, Data Processing Agreement (if executed), and any applicable Statement of Work, constitute the entire agreement between you and QBRI regarding the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
21.2 Amendments
QBRI may amend these Terms at any time by posting the revised version on the website and updating the “Last Updated” date. Continued use of services following such amendment constitutes acceptance of the modified Terms. For material changes that adversely affect your rights, QBRI shall provide thirty (30) days’ written notice and the opportunity to terminate without penalty.
21.3 Order of Precedence
In the event of conflict between documents, the following order of precedence applies:
- Signed Statement of Work or Service Order (service-specific terms);
- Data Processing Agreement (if applicable);
- These General Terms and Conditions;
- Privacy Policy.
22. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed from these Terms. The remaining provisions shall continue in full force and effect. If severance would materially alter the intent of the parties, the parties shall negotiate in good faith to replace the invalid provision with a valid one that achieves the original intent.
23. Waiver
No waiver of any provision of these Terms or right arising from breach shall be effective unless in writing and signed by the party against whom the waiver is sought. Failure to enforce any right or provision shall not constitute a waiver of that right or provision. A single or partial exercise of any right shall not preclude further exercise thereof.
24. Assignment and Transfer
24.1 Restriction on Assignment
You may not assign, transfer, sublicense, or delegate any rights or obligations under this Agreement without QBRI’s prior written consent. Any attempted assignment without consent shall be void.24.2 QBRI’s Right to Assign
QBRI may assign this Agreement or any rights and obligations hereunder to any successor, affiliate, or third party at any time without your consent, provided that QBRI remains liable for its obligations if the assignee is not financially capable of performing.
25. Counterparts and Execution
These Terms, Statements of Work, and other agreements may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Execution and delivery of agreements by electronic means (PDF, DocuSign, electronic signature) shall have the same force and effect as delivery of manually executed originals.
26. Notices
26.1 Notice Requirements
Any notice, demand, or request relating to this Agreement shall be in writing and sent by one of the following methods:
| Method | Address |
|---|---|
| info@qbri.digital | |
| Registered Mail | QBRI OÜ, Tornimäe 5, 10145 Tallinn, Estonia |
| Courier Service | QBRI OÜ, Tornimäe 5, 10145 Tallinn, Estonia |
| Personal Delivery | QBRI OÜ, Tornimäe 5, 10145 Tallinn, Estonia |
26.2 Effective Date of Notice
Notices shall be deemed effective upon:
- Email: One (1) business day after sending (if sent before 5 PM Estonia time);
- Registered Mail: Five (5) business days after posting;
- Courier Service: Upon delivery confirmation;
- Personal Delivery: Upon receipt.
26.3 Your Notice Address
You shall provide a current email address and contact information. Notices sent to your registered email address shall be deemed received, even if you claim non-receipt.
27. Force Majeure
27.1 Force Majeure Events
Neither party shall be liable for failure to perform obligations due to causes beyond its reasonable control, including but not limited to:
- Natural disasters (earthquakes, floods, storms);
- Acts of war, terrorism, or civil unrest;
- Government actions, embargoes, or sanctions;
- Pandemic or epidemic (including COVID-19);
- Utility failures or internet outages beyond the party’s control;
- Strikes or labor disputes not involving the party’s own employees.
27.2 Mitigation and Notice
A party claiming force majeure shall: (a) promptly notify the other party; (b) use reasonable efforts to mitigate the impact and resume performance; (c) provide evidence of the force majeure event. If a force majeure event prevents performance for more than thirty (30) days, the affected party may terminate affected services without penalty.
28. Interpretation
28.1 Rules of Interpretation
- Headings: Section headings are for convenience only and do not define or limit the scope of sections.
- No Ambiguity Against Drafter: These Terms shall not be construed against the drafter (QBRI) merely because QBRI drafted them.
- Use of “Including”: The word “including” means “including without limitation.”
- Use of “Or”: The word “or” is not exclusive and means “and/or.”
- References to Days: References to “days” mean calendar days unless stated as “business days” (Monday-Friday, excluding Estonian public holidays).
- References to Currency: All monetary amounts are in euros (€) unless otherwise specified.
29. Electronic Records
You consent to receive all agreements, notices, disclosures, and other communications from QBRI in electronic form. Electronic communications shall satisfy any legal requirement for written communication. QBRI may deliver communications by email, website posting, or through your account portal.
30. Survival
The following sections shall survive any termination or expiration of these Terms: Intellectual Property (6), Confidentiality (8), Limitation of Liability (10), Indemnification (11), Export Controls (15), Dispute Resolution (17), Limitation of Time to Sue (18), Feedback (20), Amendments (21.2), Severability (22), Waiver (23), Notices (26), and any other sections that by their nature are intended to survive termination.
31. Contact Information
QBRI Digital / QBRI OÜ
Email: info@qbri.digital
Address: Tornimäe 5, 10145 Tallinn, Estonia
Company Registration Number: 16230937
Response Time: We will respond to inquiries within 30 days
