- Introduction
These Terms and Conditions (“Terms”) govern the provision of business development services (“Services”) offered by Adyraa OÜ, operating under Adyraa.com (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, as they form a legally binding agreement between both parties.
- Scope of Services
2.1. Comprehensive Business Development
We provide a full range of business development services designed to drive your business growth. These include, but are not limited to:
- Market analysis and strategy development
- Prospecting and lead generation
- Sales strategy execution
- Supply chain setup and supplier relationship management
- Talent acquisition and recruitment
- Partnership development and negotiation
- Brand positioning and market entry strategy
- Business performance optimization
2.2. Limitations of Services
Our Services end once the agreed-upon objectives and deliverables are achieved. Post-service activities such as product delivery, customer service, returns, refunds, and dispute resolution are your sole responsibility unless explicitly agreed otherwise in a separate contract.
2.3. Service Agreement
The scope and details of the Services will be laid out in a separate agreement between us and you. This agreement will define the exact nature of the Services, key performance indicators (KPIs), and timelines to be met. Any amendments or additional services must be agreed upon in writing.
2.4. Adaptability of Services
We may adjust our Services if necessary due to market dynamics, business needs, or unforeseen changes. These adjustments will be communicated to you in advance and agreed upon before execution.
- Compensation
3.1. Performance-Based Model
Our compensation is primarily commission-based, tied to the growth or revenue we help generate for your business. The commission rate and structure will be detailed in the separate agreement between us and you.
3.2. Retainer Fees
In some instances, an upfront retainer may be required. The retainer will act as a prepayment against future commissions. Should the commissions earned be less than the retainer, we will refund the difference. If commissions exceed the retainer, the excess will be invoiced separately.
3.3. Payment Terms
Invoices are issued upon the completion of services or achievement of specified milestones, and payment is due within seven (7) days of the invoice date. Late payments will incur a 2% interest charge per month on the outstanding balance until fully settled.
3.4. Additional Costs
Costs outside of standard business development activities, such as travel, marketing campaigns, or legal fees, will be detailed in advance and require your approval before they are incurred. Payments for these additional costs must be made in advance.
3.5. Budget Allocation
You may allocate a budget to cover certain expenses like marketing, travel, or talent acquisition. We will manage the costs within this budget. If actual costs exceed the budget, we will cover the excess from our commission unless agreed otherwise.
3.6. Resource Provision
If you provide resources such as office space, transportation, or any other business asset, we reserve the right to use these resources to execute our Services unless explicitly agreed otherwise.
3.7. Termination and Compensation
In the event of early termination by you, all commissions earned up to the termination date will remain payable. If commissions exceed the retainer, you will be invoiced for the remaining balance. Termination does not affect commissions earned before termination.
- Duration of Agreement
4.1. Standard Term
The standard duration of the agreement is two (2) years, unless otherwise specified. This timeframe is designed to give adequate time for implementation and to achieve meaningful business growth.
4.2. Termination by Either Party
Both parties may terminate the agreement with 60 days’ written notice. Upon termination, any ongoing activities or services will cease unless agreed otherwise in writing.
4.3. Post-Termination Obligations
Upon termination, any pending commissions for sales or business deals finalized before the termination date will remain due and payable. Any activities outside the scope of the Services provided under this agreement will also be settled immediately.
- Travel, Marketing, and Additional Costs
5.1. Inclusion of Basic Costs
Basic travel and operational costs related to the standard provision of services are included in our commission-based compensation. Any additional travel, international marketing, or promotional activities will require prior approval and will be billed separately.
5.2. Advance Payment for Additional Costs
Any costs for additional activities like global market entry or specialized promotional campaigns must be approved by you in writing and paid for in advance. We will provide you with a detailed breakdown of costs prior to starting these activities.
5.3. Cost Management and Budgeting
If a specific budget is set for these additional costs, we will manage within that limit. Should expenses exceed the allocated budget, we will bear the excess from our commission unless otherwise agreed.
- Refund and Cancellation Policy
6.1. Non-Refundable Fees
All retainer fees, once paid, are generally non-refundable unless otherwise agreed in writing. If we terminate the agreement without cause before completing the agreed-upon services, any unearned portion of the retainer will be refunded.
6.2. Refunds for Unachieved Sales
If no business growth or sales are generated during the term of the agreement, the retainer will be refunded within 30 days, minus any pre-approved costs that were necessary for service delivery.
6.3. Early Termination Refund Policy
If you choose to terminate the agreement before the scheduled end date, commissions on any business growth or sales generated up to that point remain due. No refund on retainer fees or other costs will be issued unless agreed otherwise in writing.
6.4. Post-Termination Activity
Upon termination, all ongoing business development activities—including negotiations and promotional efforts—will cease unless otherwise agreed in writing.
- Client Responsibilities
7.1. Provision of Accurate Information
You are responsible for providing accurate, up-to-date, and complete information required for the effective execution of our Services. This includes market data, access to stakeholders, and any other necessary documentation.
7.2. Cooperation and Support
You agree to cooperate fully, providing the necessary support and resources required to facilitate the successful execution of our Services. Failure to provide such support may result in delays, for which we will not be liable.
7.3. Post-Sale Obligations
Post-sale activities such as product delivery, returns, refunds, and customer service remain entirely your responsibility unless explicitly agreed otherwise in writing.
- Liability
8.1. Standard of Care
We will execute the Services with reasonable care and skill. However, we cannot guarantee specific results or business growth due to external market factors beyond our control.
8.2. Limitation of Liability
We are not liable for any indirect, incidental, or consequential losses, including but not limited to lost profits, revenue, or data. Our total liability, if any, will be limited to the amount paid to us for Services under this agreement.
8.3. No Liability for Unauthorized Actions
We are not liable for any losses resulting from unauthorized actions taken without your consent.
- Confidentiality
9.1. Confidential Information
Both parties agree to keep any proprietary and confidential information shared during the course of the agreement strictly confidential, including business strategies, financial data, and client information.
9.2. Survival of Confidentiality Obligations
This confidentiality obligation survives the termination or expiration of the agreement and remains in effect indefinitely.
- Intellectual Property
10.1. Ownership of Intellectual Property
Any intellectual property developed by us during the provision of Services, including strategies, tools, and methodologies, remains our property. You are granted a limited, non-exclusive license to use such intellectual property solely for the purpose of the agreed Services.
10.2. Termination of License
Upon termination or expiration of the agreement, any rights granted to you to use our intellectual property will cease unless otherwise agreed in writing.
- Governing Law and Dispute Resolution
11.1. Jurisdiction
These Terms are governed by the laws of Estonia. Any disputes will be resolved under the exclusive jurisdiction of the Estonian courts.
11.2. Dispute Resolution
Both parties agree to attempt to resolve any disputes amicably through negotiations. If such efforts fail, disputes will be settled through the courts of Estonia.
- Amendments
12.1. Right to Amend
We reserve the right to amend these Terms from time to time. Any changes will be communicated to you in writing, and your continued use of our Services constitutes acceptance of the amended Terms.
- Force Majeure
13.1. Force Majeure Events
Neither party is liable for delays or failure to perform under these Terms due to circumstances beyond their control, such as natural disasters, acts of war, or government actions.
13.2. Notification of Force Majeure
In the event of a force majeure, the affected party must notify the other party as soon as possible and take reasonable steps to minimize the impact of the event.
- Entire Agreement
14.1. Entire Agreement Clause
These Terms, along with any separate agreements between the parties, constitute the entire agreement and supersede any prior negotiations, discussions, or representations, whether oral or written. This ensures that all expectations, obligations, and rights are clearly outlined in this document, leaving no room for misinterpretation.
14.2. No Reliance on External Representations
Neither party will be bound by any statements, promises, or representations made prior to signing these Terms unless expressly incorporated into the final agreement.
- Severability
15.1. Severability Clause
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The invalid provision will be replaced by a valid and enforceable provision that closely reflects the intent of the original.
- Contact Information
For any questions or concerns regarding these Terms, please contact us at:
- Email: [email protected]
- Address: Hobujaama 4, 10151 Tallinn, Estonia