Terms and Conditions

Last updated: September 18, 2025

1. Introduction

These Terms and Conditions ("Terms") govern your use of the services provided by 2Continuity OÜ ("Company", "we", "our", or "us"), a private limited company registered in Estonia with registration number 16484566.

By engaging our services or using our website, 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. Services

2.1 Service Description

2Continuity OÜ provides computer consulting services including but not limited to:

• IT infrastructure consulting and implementation
• Cybersecurity assessment and solutions
• Business technology consulting
• System integration and optimization
• Technical support and maintenance
• Related professional services

2.2 Service Scope

The specific scope, deliverables, timeline, and pricing for our services will be defined in a separate Service Agreement or Statement of Work (SOW) for each project. These Terms supplement and do not replace such agreements.

2.3 Geographic Coverage

Our services are primarily targeted at businesses operating in Commonwealth of Independent States (CIS) countries, excluding the Russian Federation.

3. Client Responsibilities

3.1 Information Provision

Client agrees to:

• Provide accurate, complete, and timely information required for service delivery
• Grant necessary access to systems, facilities, and personnel
• Ensure availability of key stakeholders for project meetings and decisions
• Comply with all applicable laws and regulations

3.2 System Access and Security

Client is responsible for:

• Maintaining backup copies of all critical data before any work begins
• Ensuring proper access controls and security measures
• Testing all solutions in a non-production environment where possible
• Obtaining necessary approvals and permissions for system changes

4. Payment Terms

4.1 Pricing and Invoicing

• All prices are quoted in Euros unless otherwise specified
• Invoices are payable within 30 days of invoice date
• Late payments may incur interest charges of 1.5% per month
• All prices are exclusive of applicable taxes

4.2 Payment Methods

Payments can be made via:

• Bank transfer (preferred method)
• Credit card (for smaller amounts)
• Other methods as mutually agreed

4.3 Disputed Invoices

Any invoice disputes must be raised within 10 days of invoice receipt. Undisputed portions must be paid according to normal terms.

5. Intellectual Property

5.1 Pre-existing IP

Each party retains ownership of their pre-existing intellectual property. We retain ownership of our methodologies, tools, templates, and general know-how.

5.2 Work Product

Unless otherwise agreed in writing:

• Custom solutions developed specifically for Client become Client's property
• General methodologies and reusable components remain our property
• We retain the right to use general knowledge gained during the engagement

5.3 Third-Party Software

Client is responsible for obtaining proper licenses for all third-party software used in solutions. We do not provide or warrant third-party software licenses.

6. Confidentiality

6.1 Mutual Confidentiality

Both parties agree to:

• Maintain confidentiality of all proprietary information
• Use confidential information solely for the purpose of the engagement
• Implement reasonable security measures to protect confidential information
• Return or destroy confidential information upon request

6.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms
• Was known prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed by law or court order

7. Warranties and Disclaimers

7.1 Service Warranties

We warrant that our services will be performed:

• In a professional and workmanlike manner
• By qualified personnel
• In accordance with industry standards
• As described in the applicable SOW

7.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.3 Third-Party Products

We do not warrant third-party hardware or software. Any warranties for such products are provided directly by the manufacturer or vendor.

8. Limitation of Liability

8.1 Liability Cap

Our total liability for any claim arising from or related to these Terms or our services shall not exceed the total amount paid by Client to us in the 12 months preceding the event giving rise to the claim.

8.2 Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION.

8.3 Client Indemnification

Client agrees to indemnify us against claims arising from:

• Client's breach of these Terms
• Client's negligent or wrongful acts
• Client's use of our deliverables beyond the agreed scope
• Third-party claims related to Client's business or operations

9. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, pandemic, government actions, or infrastructure failures.

10. Termination

10.1 Termination Rights

Either party may terminate the engagement:

• For convenience with 30 days written notice
• Immediately for material breach that remains uncured for 15 days after written notice
• Immediately if the other party becomes insolvent or files for bankruptcy

10.2 Effect of Termination

Upon termination:

• Client shall pay for all services performed through the termination date
• We will deliver all completed work product
• Both parties will return confidential information
• Survival clauses will remain in effect

11. Data Protection

We process personal data in accordance with our Privacy Policy and applicable data protection laws, including the EU General Data Protection Regulation (GDPR). Client warrants that any personal data provided to us is collected and transferred in compliance with applicable laws.

12. General Provisions

12.1 Governing Law

These Terms are governed by the laws of Estonia. Any disputes will be resolved in the courts of Estonia.

12.2 Entire Agreement

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

12.3 Amendment

These Terms may only be amended in writing signed by both parties. We may update website terms with reasonable notice.

12.4 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

12.5 Assignment

Neither party may assign these Terms without the other party's written consent, except that we may assign to affiliates or in connection with a merger or acquisition.

13. Contact Information

For questions about these Terms, please contact us: