1. Introduction
These Terms and Conditions (“Terms”) govern the provision of sales management services (“Services”) provided by adyraa.com, a brand of Adyraa OÜ (registration number 16125927) (“we,” “us,” “our”), to the Client (“you,” “your”). By engaging our Services, you agree to be bound by these Terms. Please read them carefully.
2. Scope of Services
2.1. We provide comprehensive sales management services designed to drive your business growth. This includes, but is not limited to, prospecting, lead generation, developing and implementing sales strategies, negotiating, and closing sales transactions.
2.2. Our responsibility ends at the point of sale. All post-sale activities, including but not limited to product delivery, customer service, returns, refunds, and dispute resolution, fall under your sole responsibility unless explicitly agreed otherwise in writing.
2.3. The scope of the Services provided will be outlined in a separate agreement between us and you, which will specify the exact nature of the services and the objectives to be achieved.
3. Compensation
3.1. Our compensation is primarily based on a commission model, where we earn a percentage of the sales revenue that we generate for you. The specific commission rate and any applicable retainer fees will be detailed in the agreement between us.
3.2. In some cases, you may be required to pay a retainer fee upfront before we begin providing Services. This retainer serves as a prepayment against future commissions. The retainer will be deducted from the commission earned as follows:
•For example, if the retainer is €5000 and our commission on sales generated is €4000, €4000 will be deducted from the retainer, leaving €1000 remaining.
•If the commission earned exceeds the retainer, you will be invoiced for the balance.
•If we do not generate any sales during the duration of the agreement, the retainer will be fully refunded to you unless otherwise agreed in writing.
3.3. All invoices issued by us are payable within 7 days of the invoice date. Late payments may incur interest charges at a rate of 2% per month until the outstanding amount is fully settled.
3.4. Any additional costs required to perform our Services, such as travel or specialized marketing activities, will be pre-approved by you. We will provide you with a detailed plan and associated costs for approval, and payment must be made in advance before these activities commence.
3.5. If you request services or activities that go beyond our standard scope, we may charge extra costs for those services. These additional costs will also require your prior approval and will be invoiced separately.
3.6. You may choose to allocate a budget to us for additional expenses. If a budget is agreed upon by both you and us, we will manage the costs within that budget. Should the actual costs exceed the agreed-upon budget, we will cover the excess from our commission and will not charge you any extra.
3.7. If you provide us with resources such as a car, office space, or a fuel card, we are allowed to use these resources to conduct business activities outside the scope of the services provided to you, unless otherwise agreed in writing.
3.8. In the event of early termination of the agreement by you, any commissions earned on sales made prior to termination will still be payable. If the commission exceeds the retainer or is not fully covered by the retainer, you will be invoiced for the remaining commission amount. Payment of this invoice is due immediately upon receipt.
3.9. All commissions earned are non-refundable. Once a sale is made and a commission is earned, the fee is fully due and payable regardless of any subsequent changes, cancellations, or returns.
4. Duration of Agreement
4.1. The standard duration of the agreement is two (2) years, unless otherwise specified in a separate written agreement. This duration is intended to provide a stable and consistent approach to achieving the sales goals set out in our agreement.
4.2. Either party may terminate the agreement by providing sixty (60) days’ written notice to the other party. However, the termination will be subject to the terms outlined in Section 6 regarding compensation and refunds.
4.3. Upon termination, all ongoing activities and efforts to generate sales will cease unless otherwise agreed in writing.
5. Travel, Marketing, and Additional Costs
5.1. Only basic travel costs related to our standard sales activities—such as local travel within the normal scope of your business—are included in our commission. No other costs will be included unless otherwise agreed in writing.
5.2. Any additional costs, such as marketing campaigns, international travel, or promotional activities, must be pre-approved in writing by you. We will provide a detailed breakdown of these costs for your approval. Once approved, these expenses will be invoiced separately and must be paid in advance before the activity begins.
5.3. You are responsible for providing all agreed-upon marketing materials. Alternatively, if you wish, you can cover the cost of these materials, which will be invoiced after approval.
5.4. If a budget is allocated for additional expenses and agreed upon by both parties, we will manage the costs within that budget. Should actual expenses exceed the agreed budget, the excess will be covered from our commission, and no additional charges will be made to you.
5.5. If you provide resources such as a car, office space, or a fuel card, these may be used for business activities outside the scope of our services to you, unless otherwise agreed in writing.
5.6. Any costs incurred without your prior written approval will not be reimbursed by you.
5.7. All approved additional costs will be invoiced separately from the sales commission and must be paid upon receipt of the invoice.
6. No Refunds Policy
6.1. All fees paid to us, including retainer fees, are non-refundable under standard circumstances. However, this does not grant us the right to unilaterally cancel the contract without fulfilling our obligations. If we terminate the agreement without just cause before completing the agreed services, any unearned portion of the retainer, which is an advance on sales commissions, will be refunded to you.
6.2. If you choose to terminate the agreement before the scheduled end date, no refunds will be issued for services already rendered or for any retainer fees paid, unless otherwise agreed in writing.
6.3. If sales are made before the agreement is terminated, we will deduct the earned commission from the retainer. If the earned commission exceeds or equals the retainer, no refund will be issued. If the commission is less than the retainer, the unused portion of the retainer will be refunded within 30 days of the termination.
6.4. If no sales are generated during the entire duration of the agreement, the full retainer, which serves as an advance on sales commissions, will be refunded within 30 days, unless otherwise agreed in writing. Any expenses paid in advance by the client are non-refundable.
6.5. Upon termination, all ongoing sales activities, including negotiations and marketing efforts, will cease unless otherwise agreed in writing. You will be billed for all work completed up to the termination date, and any commissions owed will be settled as outlined above.
7. Client Responsibilities
7.1. You agree to provide us with accurate and complete information necessary for the provision of Services. This includes, but is not limited to, access to relevant data, communication with key stakeholders, and any other information that may be required to effectively perform our duties.
7.2. You are solely responsible for all post-sale activities, including but not limited to customer service, product delivery, handling of returns, and resolution of disputes with customers.
7.3. You agree to cooperate fully with us and provide any necessary support or information promptly upon request. Failure to do so may result in delays or interruptions in the provision of Services, for which we will not be held liable.
8. Liability
8.1. We will perform the Services with reasonable care and skill, but we do not guarantee specific sales results or outcomes due to the many variables involved in the sales process. Our role is to manage the sales operations as agreed, but ultimate success depends on various factors beyond our control.
8.2. We will not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, or data, arising out of or in connection with the Services provided. This limitation applies regardless of the legal theory under which such damages are claimed.
8.3. We will have no liability for any damages or losses resulting from actions taken without your prior consent. In cases where we act without your approval, our liability will be limited to refunding the portion of the retainer paid by you that corresponds to the specific unauthorized actions.
9. Confidentiality
9.1. Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the agreement. This includes, but is not limited to, trade secrets, business strategies, customer lists, and financial information.
9.2. The obligation of confidentiality will survive the termination or expiration of the agreement and will continue indefinitely unless otherwise agreed in writing.
10. Intellectual Property
10.1. Any intellectual property developed or provided by us during the course of the agreement, including but not limited to sales strategies, marketing materials, and tools, remains our property.
10.2. You are granted a non-exclusive, non-transferable license to use any intellectual property provided to you solely for the purposes of the Services. This license is limited to the duration of the agreement and will terminate upon the expiration or termination of the agreement.
11. Governing Law and Dispute Resolution
11.1. These Terms and any dispute arising out of or in connection with them will be governed by and construed in accordance with the laws of Estonia. This choice of law ensures that any legal matters are handled within a familiar legal framework.
11.2. Any disputes arising under these Terms will be resolved through good faith negotiations between the parties. If the dispute cannot be resolved amicably, it will be submitted to the exclusive jurisdiction of the courts of Estonia.
12. Amendments
12.1. We reserve the right to amend these Terms from time to time. Any changes will be communicated to you in writing and will become effective upon your acceptance. Continued use of our Services after the changes take effect constitutes acceptance of the amended Terms.
13. Force Majeure
13.1. Neither party will be liable for any failure or delay in the performance of its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, or government actions.
13.2. In the event of a force majeure event, the affected party will notify the other party as soon as possible and take reasonable steps to mitigate the impact of the event on the performance of its obligations.
14. Entire Agreement
14.1. These Terms, together with the agreement between the parties, constitute the entire agreement between us and you and supersede all prior understandings, agreements, or representations, whether oral or written. This clause ensures that all parties are clear on the terms governing the relationship.
15. Severability
15.1. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. This clause ensures that the rest of the agreement remains effective even if one part is invalidated.
16. Contact Information
For any questions or concerns regarding these Terms, please contact us at:
Email: [email protected]
Address: Hobujaama 4, 10151 Tallinn, Estonia