Terms and conditions

1. Who these terms apply to

Svare is the brand of Svare Baltics OÜ, registered office Pikk tn 7-3, 10123 Tallinn, Estonia, entered in the Estonian commercial register (äriregister) under registry code 17542366, VAT number (KMKR) EE103002536, phone +372 5447 0143. Svare Baltics OÜ (hereinafter “Svare” or “we”) is the contracting party in every agreement, including for clients outside Estonia.

Until September 2026 we used the brand name “Svare Digital”. Wherever earlier quotes, engagement confirmations, agreements or terms say “Svare Digital”, the same party is meant: Svare Baltics OÜ. The legal entity, the registry code and the VAT number have not changed.

These terms and conditions apply to all engagements that Svare carries out for business clients (B2B). Svare provides services exclusively to companies and self-employed professionals, not to consumers. Consumer protection legislation therefore does not apply to our services.

These terms apply where our quote or engagement confirmation refers to them and they were attached as a PDF. The version attached to the quote governs that agreement. We send earlier versions on request.

Where these terms say “in writing”, we mean: in a form that can be reproduced in writing, such as email. A signature is only required where this is stated expressly.

2. Quotes and acceptance

Quotes from Svare are valid for 30 days from the date of the quote, unless stated otherwise. After that period the quote expires and a new one must be requested.

A quote can be accepted by email confirmation or by signature. We confirm verbal agreements in writing within five business days. A verbal agreement only becomes binding after that written confirmation.

Changes to the scope during an ongoing project are always recorded in writing as an addendum to the original quote. That addendum sets out the changed work and any additional or reduced costs that result from it. No scope changes are made without mutual written agreement.

3. Rates and invoicing

Prices are set per engagement, in the quote or the engagement confirmation. The agreed rates or the fixed price then apply. We do not work on a time-and-materials basis unless that is explicitly agreed in writing.

For implementations we charge per module according to the price list in the quote. A total amount in the quote is an estimate and not binding, unless it is marked “fixed price”. If we see that the estimate will be exceeded by more than 10%, we report this immediately and consult before continuing.

Invoicing works as follows:

• • Consulting and shorter engagements: monthly in arrears based on hours worked or the agreed fixed fee.
• • Fixed-price software projects: at milestones, typically at the start, midway through the project, and at delivery.

Payment is due 14 days from the invoice date. If the client pays late, it owes statutory late-payment interest under Estonian law from the due date (viivis, § 113 Law of Obligations Act: the ECB main refinancing rate plus eight percentage points per year) and the statutory collection fee of € 40 per invoice (§ 113¹). We may also claim higher actual collection costs.

4. Performance and third parties

We report progress weekly to the responsible owner on the client side. That does not need to be a formal report. A short email update or a brief call is enough. The goal is that the client always knows where the project stands.

Scope changes are recorded in writing before they are carried out. We do not work on the basis of verbal adjustments without confirmation.

Delays caused by the client, such as late delivery of data or input, inaccessible systems or locations, or insufficient availability of relevant staff, shift the schedule but do not affect the agreed fee.

Effort and result. For consulting and implementation we provide the care of a competent professional. For fixed-price custom software we deliver what the quote describes. We only commit to a business outcome, such as a percentage of efficiency improvement, if the quote sets it out with measurable definitions.

Third parties. We may engage others in performing the work. For those we use to do our own work, such as team members and freelancers, we remain responsible as for our own work, within the limits of article 10. Suppliers of software and services that the client obtains through us, such as Boltrics, Microsoft, the localisation partner and the hosting provider, do not do our work but supply their own product; their terms apply to it. We choose them with care. If something goes wrong on their side, we help the client enforce its rights and, where needed, assign our claims against the supplier for that purpose.

Third-party software. Where a subscription to software of Boltrics, Microsoft or a localisation partner runs through us, we are the contracting party and first point of contact. Use of that software is also subject to the supplier's licence and usage terms, which we attach to the quote. Availability, maintenance and changes of that software follow the supplier's terms. If the supplier raises its prices, we may pass this on with the notice period agreed in the quote; the client may then cancel as of the effective date.

Assignment. A party may transfer the agreement only with the other party's consent. Consent is not unreasonably withheld, including on a transfer of our business.

5. Delivery, acceptance and defects

Delivery and acceptance. On delivery we notify the client that the software is ready for testing. The client tests within 14 days and reports defects with a description that allows us to reproduce them. Minor defects that do not prevent use are no ground to refuse acceptance; we fix them afterwards. If we hear nothing within 14 days, we send a reminder stating that the software will be deemed accepted after a further 7 days. Use in production counts as acceptance.

Defects afterwards. We fix defects in our own work at no extra cost, provided the client reports them within a reasonable time after discovery. This does not apply to defects caused by changes made by others or by use contrary to the documentation.

6. Subscriptions and SaaS services

Right of use. For Svare-dds, svare-timber and Bosbouw Digitaal the client receives a non-exclusive, non-transferable right of use, without the right to sublicense, for browser access by the agreed number of its own users, for its own business operations and for the term of the agreement. The client does not receive a copy of the software or the source code. All rights in the software remain with Svare Baltics OÜ. The statutory one-year notice period for licences does not apply; the termination rules of article 6 apply.

Subscriptions. A subscription runs from go-live for the term agreed in the quote and then renews for successive periods as agreed in the quote, unless either party gives notice before the end, observing the notice period in the quote. We remind the client of the renewal before that notice period starts. Either party may cancel with immediate effect if the other fails to perform a material obligation and has not remedied this within 14 days after notice.

Suspension. If an invoice is unpaid 30 days after its due date, we may suspend access after 14 days' notice. The data is retained and the client can continue to export it.

Availability and support. We aim for the monthly availability agreed in the quote, excluding planned maintenance. Support is available on business days from 07:30 to 18:00 Estonian time; outside those hours only under a separate support contract. We fix defects in our own work at no extra cost.

Data in our SaaS services. The data the client enters remains the client's. The client can export it in a common, machine-readable format during the term and for at least 30 days after the agreement ends. If the client wants to switch, we assist; the notice period for that is at most two months. We do not charge for export or switching. After the export period we delete the data, unless the law or the next paragraph requires retention.

Svare-dds. We keep every dossier for five years from submission of the statement, even if the agreement ends earlier, and during that period give the client access or an export on request. The statutory retention duty remains with the client; we carry out the retention on its behalf. If we discontinue the service, we give advance notice and deliver all dossiers as an export.

7. Intellectual property

7.1 For custom software we assign to the client the economic rights of copyright in the code developed specifically for the client, once all invoices for that engagement have been paid. The assignment is worldwide, for the full term of copyright, for every manner of use (including reproduction, modification and distribution) and includes the right to sublicense. The assignment is recorded in the quote (digitally) signed by both parties or in a separate signed deed.

7.2 Until the assignment, and to the extent an assignment does not take effect for any reason, the client has an exclusive worldwide licence of the same scope, which we cannot cancel as long as the client pays what it owes.

7.3 Moral rights are not transferable under Estonian law. We warrant that the authors have consented to the code being modified, supplemented and used without attribution.

7.4 We warrant that we have obtained from our staff and from third parties we engage the rights needed for this assignment.

7.5 Generic modules, libraries and reusable components remain ours. The client receives a non-exclusive, transferable licence for an unspecified term to use them as part of the delivered software. Open-source components remain under their own licences.

7.6 The client receives the source code of its custom software on request.

8. Personal data

Where we process personal data for which the client is the controller, for example in WMS, QA and dossier systems or when hosting custom software, we act as processor. Our data processing agreement applies. We conclude it with the engagement, before we start processing data, and it forms part of the agreement; in case of conflict it prevails over these terms. The list of sub-processors is in the data processing agreement; the client gives general authorisation for them and we announce changes in advance.

9. Confidentiality

Both parties keep confidential what they receive from each other and know or should understand to be confidential, including client data, project details, our price list and our quotes. Sharing is only allowed with own staff and with engaged third parties who need it for performance and are themselves bound to confidentiality, such as Boltrics, Microsoft and our hosting provider, and where the law or a court requires it. This duty continues after the agreement ends.

Any freelancers or external contributors involved in client work sign a non-disclosure agreement (NDA) before they get access to client data or project information.

We only name clients as a reference on our website or in other communication after explicit written consent.

10. Liability

10.1 We make every effort to deliver our services well. We are only liable for direct patrimonial damage resulting from a breach attributable to us.

10.2 Our total liability per calendar year is limited to what the client paid us for the engagement or service concerned in the twelve months before the event causing the damage (excluding VAT).

10.3 We do not compensate loss of profit, missed savings, reputational damage, fines or third-party claims.

10.4 The client is itself responsible for keeping its own copy of its data; every service has an export function for that. If data we host is lost, we restore it from the latest backup at our cost. That is where it ends.

10.5 We are not liable for outages or errors in third-party services on which our service relies, such as the platform of Boltrics, Microsoft, the hosting provider and the EU system TRACES. The data processing agreement governs the processing of personal data by a sub-processor; the cap of 10.2 applies then as well.

10.6 The client is responsible for the accuracy of the data it enters and for complying with the law that applies to it. For the EUDR this means: the client remains the operator, submits itself and is responsible for the content of its statement.

10.7 A party that suffers or expects damage reports this to the other in writing within thirty days of discovery and limits the damage where reasonably possible. Claims for damages become time-barred two years after the damage was or should have been discovered. This does not apply in case of intent.

10.8 These limits do not apply in case of intent or gross negligence on our part, nor where mandatory law prohibits limitation.

10.9 Each paragraph of this article stands on its own. If one is void, the others remain valid.

10.10 If the client wants a higher cap than in 10.2, that is possible for a surcharge on the price. The quote mentions that option; if the client does not choose it, 10.2 applies.

11. Changes to these terms

For ongoing subscriptions we may amend these terms following a change in law, a change at a supplier or a change to the service. We send the new text by email at least 60 days in advance. If the change is to the client's detriment, the client may cancel free of charge as of the effective date, until that date. For projects the version attached to the quote continues to apply.

12. Order of precedence and language

Order of precedence. In case of conflict the following order applies: (1) the signed quote or engagement confirmation, (2) the data processing agreement, for personal data, (3) these terms, (4) suppliers' terms, for their software. The client's general terms apply only if we have expressly accepted them.

Language. These terms exist in Dutch and English. In case of difference the English text prevails.

13. Disputes and governing law

All agreements with Svare are governed by Estonian law.

In case of a dispute, the parties first attempt to resolve it in good faith. If that does not succeed, Harju County Court (Harju Maakohus) in Tallinn has exclusive jurisdiction to hear the dispute.