Terms & Conditions

1. Introduction

These Terms and Conditions (“Terms”) govern the provision of services by SynapseEngine OÜ (“Company,” “we,” “our,” or “us”) to clients (“Client,” “you,” or “your”).

By engaging our services, you agree to be bound by these Terms. Please read them carefully before proceeding with any project or service request.

2. Services Provided

SynapseEngine OÜ provides digital services including but not limited to:

• SaaS & Software Development: Custom application development, Shopify app development, API integrations, and CRM systems
• E-commerce Solutions: Shopify store setup and customization, payment gateway integrations, platform migrations
• Business Automation: Workflow automation, custom dashboards, data integration, and process digitization
• IT Consulting: Technical strategy, e-commerce advisory, and digital transformation consulting

Specific deliverables and scope for each project will be defined in individual proposals or Statements of Work (SOW).

3. Engagement and Proposals

Each project engagement begins with:

• Initial consultation to understand requirements
• Written proposal or SOW outlining scope, timeline, and pricing
• Client acceptance of the proposal (written or electronic)
• Payment of initial deposit as specified in the proposal

A binding contract is formed upon client acceptance of the proposal and receipt of any required deposit.

4. Client Obligations

The Client agrees to:

• Provide accurate and complete information required for the project
• Respond to queries and provide feedback within reasonable timeframes
• Grant necessary access to systems, accounts, and platforms as required
• Ensure all content and materials provided do not infringe third-party rights
• Make payments according to the agreed schedule
• Designate a point of contact for project communications

Delays caused by failure to meet these obligations may result in timeline adjustments and additional charges.

5. Payment Terms

All payments are processed in Euros (EUR) unless otherwise agreed in writing.

Payment Structure

• Deposit: Typically 30-50% of project value upon acceptance
• Milestone Payments: As specified in the proposal based on project phases
• Final Payment: Remaining balance due upon project completion and before final delivery

Invoicing

• Invoices are issued with a 14-day payment term unless otherwise agreed
• Late payments may incur interest at the Estonian statutory rate
• We reserve the right to suspend work on overdue accounts

6. Intellectual Property Rights

Client Materials

The Client retains all rights to content, materials, and data provided to us for the project.

Deliverables

Upon full payment, the Client receives:

• Full ownership of custom code developed specifically for the project
• License to use any third-party components incorporated
• All project documentation and source files

Our Rights

We retain the right to use general knowledge, skills, and non-confidential techniques developed during the project. We may use anonymized project descriptions in our portfolio unless the Client requests otherwise in writing.

7. Confidentiality

Both parties agree to keep confidential any proprietary information shared during the engagement. This obligation survives the termination of the agreement. Confidential information excludes information that is publicly available, independently developed, or received from third parties without restriction.

8. Warranties and Disclaimers

We warrant that:

• Services will be performed with professional skill and care
• Deliverables will substantially conform to agreed specifications
• We have the right to provide the services offered

We do not warrant that deliverables will be error-free or that they will meet all of the Client's business objectives. We are not responsible for third-party services, platforms, or APIs that may affect project functionality.

9. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability for any claims shall not exceed the total fees paid by the Client for the relevant project
• We are not liable for indirect, incidental, consequential, or punitive damages
• We are not liable for loss of profits, data, or business opportunities
• Claims must be brought within 12 months of the event giving rise to the claim

10. Termination

By Client

The Client may terminate the agreement with 14 days written notice. The Client remains liable for all work completed up to the termination date and any non-refundable third-party costs.

By SynapseEngine

We may terminate the agreement if:

• Payment is overdue by more than 30 days
• The Client materially breaches these Terms
• The Client becomes insolvent

Upon termination, we will deliver all completed work for which payment has been received.

11. Force Majeure

Neither party shall be liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, war, government actions, pandemic, or widespread internet or power outages.

12. Dispute Resolution

Any disputes arising from these Terms or our services shall be resolved as follows:

• Negotiation: Parties will first attempt to resolve disputes through good-faith negotiation
• Mediation: If negotiation fails, parties may agree to mediation
• Litigation: Unresolved disputes shall be submitted to the exclusive jurisdiction of Harju County Court, Estonia

13. Governing Law

These Terms are governed by and construed in accordance with the laws of the Republic of Estonia, without regard to conflict of law principles.

14. Amendments

We may update these Terms from time to time. Changes will be posted on our website with an updated “Last updated” date. Continued use of our services after changes constitutes acceptance of the updated Terms. Existing contracts will be governed by the Terms in effect at the time of contract formation.

15. Severability

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

16. Contact

For questions about these Terms, please contact: