§01
Parties
BlackUnicorn OÜ (the "Supplier") and the client entity named in the Statement of Work (the "Client"). These terms govern every engagement unless the SOW explicitly overrides a clause.
BlackUnicorn OÜ (the "Supplier") and the client entity named in the Statement of Work (the "Client"). These terms govern every engagement unless the SOW explicitly overrides a clause.
The SOW defines scope, deliverables, timeline, and price. Out-of-scope work requires a written change order. Deliverables are accepted on delivery unless the Client raises defects within 10 business days.
Fixed fee unless specified. Invoiced 40% at start, 40% at midpoint, 20% at delivery. Net 30. Late payment: ECB reference rate + 8 percentage points, plus a €40 recovery fee (EU Late Payment Directive 2011/7/EU).
Mutual NDA, 5-year term from last exchange. Engagement findings are Client-confidential indefinitely. We publish sanitized research only with written consent.
Supplier liability capped at fees paid in the 12 months preceding the claim. No consequential, indirect, or loss-of-profit damages. Professional liability insurance is maintained; cover details are available on request.
Either party may terminate for convenience with 30 days notice; Client pays for work delivered. Immediate termination for material breach uncured after 14 days.
Estonian law. Exclusive jurisdiction: the courts of Estonia (Harju County Court, Tallinn). Good-faith negotiation is attempted before litigation.