This page is aimed at giving you access to our standard terms and conditions for subcontracting work on our internal and client work. These T&C will apply to you unless you have a framework agreement with associated work orders or a project-specific agreement. If you have issued a quotation that we accept your general terms and conditions will apply and be complemented with our own standard subcontracting terms and conditions if the need arises for all matters not explicitly governed by your GTC.
Standard Subcontracting Terms — Expect Pulse OÜ (Registry code: 16943086)
This document sets out the key terms governing all subcontracting arrangements with the Company. Where these Terms address a topic, they prevail over the full Standard Subcontracting Terms and Conditions (available as PDF via the button below). The full Terms apply in addition to these Terms, solely on matters not addressed here. In the event of any inconsistency between these Terms and the full Terms, these Terms shall control.
Definitions – In these Terms, "Supplier" refers to the subcontractor performing work for the Company. "Representative" refers to the named individual(s) accepted by the Company to perform work on the Supplier's behalf.
Acceptance – By accepting work, starting delivery, or invoicing the Company, the Supplier agrees to these Terms.
Precedence – In case of conflict between applicable documents, the following order of precedence applies: (1) project-specific signed agreement, (2) framework agreement with associated work orders, (3) these Standard Subcontracting Terms, (4) Supplier's general terms and conditions. The Supplier's general terms and conditions apply only where the Supplier has issued a quotation accepted by the Company, and only to matters not governed by documents of higher precedence.
Scope – These Terms apply to all technical and engineering work (including development, testing, QA, and maintenance) performed by the Supplier for the Company, unless a document of higher precedence provides otherwise.
Independent status – The Supplier acts as an independent contractor, not as an employee of the Company. Work is performed by named Representatives accepted by the Company.
Rates & payment – The standard rate is €400/day and applies unless a different rate is expressly agreed in writing. The Supplier shall invoice monthly by the 5th business day of the following month, solely on the basis of timesheets confirmed and accepted by the Company. Timesheets and corresponding invoices must be submitted no later than 60 days from the final deliverable. Payment is due within 60 days of the Company's receipt of a valid invoice. Expenses are reimbursed only if pre-approved in writing.
Intellectual property – All work results are assigned to the Company exclusively and worldwide upon creation. The compensation for this assignment is included in whatever rate or fee the Supplier receives under these Terms or any document of higher precedence; no additional compensation is due. To the extent moral rights or other inalienable rights under applicable law cannot be assigned, the Supplier waives the exercise of such rights to the fullest extent permitted by law and shall not assert them against the Company or its successors, licensees, or clients.
Confidentiality – All non-public information disclosed in connection with the engagement remains confidential during the engagement and for 5 years thereafter.
Data protection – The Supplier shall comply with applicable data protection legislation, including the General Data Protection Regulation (EU 2016/679). Where the Supplier processes personal data on behalf of the Company, the parties shall enter into a data processing agreement in accordance with Article 28 GDPR prior to any such processing. The Supplier shall not process personal data beyond what is strictly necessary for the performance of the work.
Non-solicitation – The Supplier shall not directly solicit the Company's clients or recruit the Company's personnel for 12 months after the engagement ends.
Termination – Either party may terminate for convenience on 60 days' written notice. The Company may terminate immediately in case of material unremedied breach or serious misconduct by the Supplier.
Liability – The Supplier's liability under these Terms is capped at the higher of 12 months' fees paid or payable or €10,000, except in cases of wilful misconduct or gross negligence. The Supplier acknowledges that no contractual liability of the Company towards the Supplier arises under these Standard Subcontracting Terms; this limitation does not affect the Company's obligation to pay undisputed invoices in accordance with the payment terms above.
Governing law – These Terms are governed by Estonian law. Disputes shall be resolved before the Harju County Court, Tallinn.
Prepared in Tallinn on Friday 10 May 2024.
Access our standard T&C for subcontractors in tech services.