Terms of Service

Last Updated: October 28, 2025 Effective Date: October 28, 2025

1. Introduction

These Terms of Service (“Terms”) govern your use of the website and services provided by AEONEX OÜ (trading as “ExaOne Digital,” “we,” “us,” or “our”).

By accessing our website, engaging our services, or communicating with us, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

2. Company Information

AEONEX OÜ Registry Code: 17350891 Registered: October 15, 2025 Registered Address: Tornimäe tn 5, 10145 Tallinn, Estonia Email: [email protected] Legal Contact: [email protected] Website: https://exaone.digital

We are a technology consulting company registered in Estonia, European Union, operating internationally and serving primarily European clients.

3. Services Provided

3.1 Service Categories

We provide professional B2B technology consulting services in the following areas:

SEO & Affiliate Marketing

  • Organic traffic growth strategies
  • Affiliate website development and optimization
  • Content strategy and implementation
  • Technical SEO audits and improvements
  • Link building and off-page optimization

System Architecture & Cloud Consulting

  • Cloud infrastructure design (AWS, GCP, Azure)
  • System architecture consulting
  • Platform selection and evaluation
  • Performance optimization
  • Infrastructure cost optimization

Automations & Integrations

  • Business process automation
  • Workflow design and implementation (n8n, Zapier)
  • API integrations and custom connectors
  • Data synchronization between platforms
  • Custom automation solutions

3.2 Service Delivery Model

  • Remote Delivery: All services are delivered remotely via digital communication channels
  • Project-Based or Retainer: Services may be provided on a project basis or through ongoing retainer agreements
  • Custom Scope: Each engagement is tailored to client needs and documented in a separate Statement of Work (SOW) or Service Agreement
  • Direct Access: Clients work directly with experienced professionals, not account managers

3.3 Service Limitations

We do NOT provide:

  • Guaranteed search engine rankings or traffic volumes
  • Instant results or “overnight success” solutions
  • Services that violate search engine guidelines or terms of service
  • Legal, financial, or tax advisory services
  • 24/7 emergency support (unless explicitly agreed in writing)

4. Client Obligations and Responsibilities

4.1 Information and Access

Clients must provide:

  • Accurate and complete information about their business and requirements
  • Timely access to necessary systems, accounts, and platforms
  • Required credentials, API keys, and technical access
  • Feedback and approvals within agreed timeframes
  • Cooperation with our team and reasonable availability for communication

4.2 Content and Materials

Clients are responsible for:

  • Providing content, images, and materials as needed
  • Ensuring all provided materials do not infringe third-party rights
  • Reviewing and approving deliverables within agreed timeframes
  • Maintaining backups of their own data and systems

4.3 Compliance

Clients must:

  • Comply with all applicable laws and regulations
  • Ensure their use of our services does not violate third-party rights
  • Not use our services for illegal, fraudulent, or unethical purposes
  • Follow platform terms of service (Google, social media, etc.)

5. Engagement Process and Agreements

5.1 Proposal and Acceptance

  1. Initial consultation (free) to understand requirements
  2. Proposal or Statement of Work (SOW) provided
  3. Client review and approval
  4. Service agreement signed (digital signature accepted)
  5. Work commencement upon payment terms fulfillment

5.2 Scope Changes

  • Scope changes require written agreement (email accepted)
  • Additional work beyond the original scope will be quoted separately
  • Rush requests may incur additional fees
  • Significant scope changes may require a new SOW

5.3 Communication

  • Primary communication: Email ([email protected])
  • Response time: 1-2 business days for non-urgent inquiries
  • Business hours: Monday-Friday, 9:00-17:00 EET (Eastern European Time)
  • Emergency contact procedures (if applicable) will be documented in individual agreements

6. Fees, Payment Terms, and Invoicing

6.1 Pricing

  • Custom Pricing: Fees are project-specific and documented in proposals/SOWs
  • Currency: All prices quoted in EUR (Euro) unless otherwise agreed
  • No Hidden Fees: All costs disclosed upfront
  • Price Validity: Quoted prices valid for 30 days from proposal date

6.2 Payment Terms

Standard Terms:

  • Advance Payment: 50% deposit required before project commencement (unless otherwise agreed)
  • Final Payment: Balance due within 7 days of invoice date
  • Retainer: Monthly retainers billed in advance, due within 7 days
  • Bank Transfer: Payment via SEPA bank transfer (bank details on invoice)

Late Payment:

  • Late payment interest: 0.05% per day (18.25% per annum) as permitted under Estonian law
  • Services may be suspended for invoices overdue by more than 14 days
  • Collection costs and legal fees may be charged for significantly overdue payments

6.3 Invoicing

  • EU VAT Compliance: Estonian VAT (20%) applied unless client provides valid EU VAT number (reverse charge)
  • Invoice Delivery: Electronic invoices sent via email
  • Record Keeping: Invoices retained for 7 years per Estonian accounting law
  • Disputes: Invoice disputes must be raised within 7 days of receipt

6.4 Refunds

  • Project Work: No refunds for completed work or work in progress beyond the initial deposit
  • Retainers: 30-day notice required for retainer cancellation; no refund for current billing period
  • Dissatisfaction: We will work to resolve issues, but refunds are at our sole discretion
  • Early Termination: Fees for work completed to termination date are non-refundable

7. Intellectual Property Rights

7.1 Client-Owned IP

Upon full payment, the Client owns:

  • Custom content created specifically for the Client (articles, graphics, copy)
  • Custom code or configurations created specifically for the Client
  • Website designs and custom visual assets
  • Data and analytics reports

7.2 Company-Owned IP

We retain ownership of:

  • Pre-existing Tools and Frameworks: Our internal systems, tools, methodologies, and frameworks
  • Reusable Components: Code libraries, templates, and workflows used across multiple clients
  • Knowledge and Expertise: Our proprietary processes, strategies, and know-how
  • Company Branding: ExaOne Digital and AEONEX OÜ trademarks and branding

7.3 Third-Party IP

  • Third-party tools, platforms, and services remain the property of their respective owners
  • Clients are responsible for obtaining necessary licenses for third-party tools they use
  • We do not transfer or sublicense third-party intellectual property

7.4 Portfolio Rights

We reserve the right to:

  • Display completed work in our portfolio (with client permission)
  • Use anonymized case studies for marketing purposes
  • Reference the client relationship publicly (unless client requests confidentiality)

Confidential Projects: Clients may request non-disclosure, which we will honor in writing.

8. Confidentiality

8.1 Mutual Confidentiality

Both parties agree to maintain confidentiality of:

  • Business strategies, plans, and proprietary information
  • Technical data, credentials, and access information
  • Financial information
  • Unpublished content and materials

8.2 Permitted Disclosures

Confidential information may be disclosed:

  • To employees, contractors, or advisors on a need-to-know basis
  • When required by law, regulation, or court order
  • With prior written consent of the disclosing party

8.3 Duration

Confidentiality obligations survive termination of services and continue for 3 years unless otherwise agreed.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

  • Professional Standards: Services will be performed with professional care and skill
  • Compliance: Our work will comply with applicable laws and industry standards
  • Authority: We have the right to provide the services and will not infringe third-party rights
  • Reasonable Efforts: We will make reasonable efforts to meet agreed deadlines and quality standards

9.2 No Guarantees

We do NOT guarantee:

  • Specific Results: SEO rankings, traffic volumes, revenue, or conversions
  • Third-Party Actions: Search engine algorithm updates, platform policy changes, or competitor actions
  • External Factors: Market conditions, user behavior, or economic factors
  • Uninterrupted Service: Force majeure events, technical issues, or third-party service outages

9.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, OUR SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

This disclaimer is subject to mandatory EU consumer protection laws where applicable.

10. Limitation of Liability

10.1 Liability Cap

To the maximum extent permitted by EU and Estonian law:

Direct Damages: Our total liability for any claim arising from our services is limited to the lesser of:

  • The fees paid by the Client for the specific services giving rise to the claim, OR
  • EUR 10,000

Exclusion of Consequential Damages: We are not liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to:

  • Lost profits or revenue
  • Lost data or business interruption
  • Loss of goodwill or reputation
  • Cost of substitute services
  • Loss of business opportunities

10.2 Exceptions

The above limitations do NOT apply to:

  • Death or personal injury caused by our negligence
  • Fraud or fraudulent misrepresentation
  • Breaches of confidentiality
  • Gross negligence or willful misconduct
  • Liability that cannot be limited under applicable EU law

10.3 Reasonable Time for Claims

Any claim must be brought within 1 year of the date the Client became aware (or should reasonably have become aware) of the issue.

11. Indemnification

11.1 Client Indemnification

The Client agrees to indemnify and hold harmless AEONEX OÜ from claims arising from:

  • Client-provided content, materials, or data that infringes third-party rights
  • Client’s violation of applicable laws or regulations
  • Client’s breach of these Terms
  • Client’s use of deliverables in a manner not authorized or intended

11.2 Our Indemnification

We agree to indemnify the Client from claims arising from:

  • Our infringement of third-party intellectual property rights
  • Our gross negligence or willful misconduct
  • Our breach of confidentiality obligations

12. Term and Termination

12.1 Term

  • Project-Based: These Terms apply for the duration of the project or until final payment
  • Retainer: These Terms apply month-to-month or as specified in the retainer agreement
  • Website Use: These Terms apply for as long as you access our website

12.2 Termination by Either Party

Either party may terminate an engagement:

  • For Convenience: With 30 days’ written notice (email accepted)
  • For Breach: Immediately if the other party materially breaches these Terms and fails to cure within 14 days of written notice
  • For Non-Payment: We may suspend or terminate services if payment is overdue by more than 14 days

12.3 Effect of Termination

Upon termination:

  • Client must pay for all work completed to the termination date
  • We will deliver completed work upon receipt of final payment
  • Work in progress remains our property until full payment
  • Confidentiality and IP provisions survive termination
  • No refunds for fees already paid

12.4 Transition Assistance

We will provide reasonable transition assistance (up to 10 hours) to help the Client migrate to a new provider, billed at our standard hourly rate.

13. Force Majeure

Neither party is liable for failure to perform due to circumstances beyond reasonable control, including but not limited to:

  • Natural disasters, pandemics, wars, or terrorism
  • Government actions, laws, or regulations
  • Internet or telecommunications outages
  • Third-party service provider failures (hosting, APIs, platforms)
  • Labor disputes or strikes

The affected party must notify the other party promptly and make reasonable efforts to mitigate the impact.

14. Dispute Resolution

14.1 Good Faith Negotiation

In the event of a dispute, the parties agree to first attempt resolution through good faith negotiation for at least 30 days.

14.2 Mediation

If negotiation fails, the parties agree to attempt mediation before pursuing litigation, using a mutually agreed mediator.

14.3 Governing Law and Jurisdiction

These Terms are governed by the laws of the Republic of Estonia.

For B2B Clients (Companies):

  • Disputes will be resolved in the courts of Tallinn, Estonia
  • Each party submits to the exclusive jurisdiction of Estonian courts

For EU Consumers:

  • EU consumer protection laws apply where mandatory
  • Consumers may bring claims in their country of residence as provided by EU law
  • EU Online Dispute Resolution platform available at: https://ec.europa.eu/consumers/odr

15. General Provisions

15.1 Entire Agreement

These Terms, together with any SOW, proposal, or service agreement, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and representations.

15.2 Amendments

We may update these Terms from time to time. For active clients:

  • Material changes: 30 days’ notice via email
  • Continued use after changes constitutes acceptance
  • Clients may terminate if they disagree with material changes

15.3 Assignment

  • Client: You may not assign or transfer these Terms without our written consent
  • Company: We may assign these Terms to a successor entity (merger, acquisition) with notice to you

15.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force and effect.

15.5 Waiver

Our failure to enforce any provision does not constitute a waiver of that provision or any other provision.

15.6 Language

These Terms are written in English. If translated, the English version prevails in case of conflict.

15.7 Relationship

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.

16. Data Protection and Privacy

Our collection and processing of personal data is governed by our Privacy Policy. By using our services, you acknowledge that you have read and understood our Privacy Policy.

For GDPR-related requests, contact: [email protected]

17.1 Third-Party Platforms

Our services may involve third-party platforms (Google, hosting providers, analytics tools, etc.):

  • We are not responsible for third-party service availability, policies, or changes
  • Client is responsible for maintaining active accounts and subscriptions with third-party services
  • Third-party terms of service apply to your use of those platforms

Our website may contain links to third-party websites. We are not responsible for the content, privacy practices, or terms of third-party sites.

18. Contact Information

For questions, concerns, or notices regarding these Terms:

General Inquiries: AEONEX OÜ (trading as ExaOne Digital) Email: [email protected] Address: Tornimäe tn 5, 10145 Tallinn, Estonia

Legal and Contract Matters: Email: [email protected]

Payment and Invoicing: Email: [email protected]

Acknowledgment: By using our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

These Terms of Service comply with Estonian Law of Obligations Act (Võlaõigusseadus), EU regulations, and international B2B service delivery standards.