C O – O P E R A T I O N A G R E E M E N T
IT-Liaison Osaühing, commercial register code 11962943, located at Vesivärava 7, 10126, Tallinn, Estonia (hereinafter referred to as: „the Service Provider“)
„the Private Customer“)
both parties hereinafter together referred to as „Parties“ and separately as „Party“,
have concluded the hereby co-operation agreement (hereinafter referred to as: „the Agreement“) in the following.
1. The Purpose of the Agreement
1.1 The purpose of the Agreement is to regulate the co-operation between Parties in relation to the provision of various IT-solutions by the Service Provider in the web environment www.vehu.eu (hereinafter referred to as: „the Environment“) and to the actual usage of such solutions by the Private Customer.
1.2 The services provided through the Environment at the time of concluding the hereby Agreement are the following (hereinafter referred to as „the Services“).
1.2.1 Intermediation of the vehicle advertisements to the Private Customer and related services.
1.4 The Service Provider has a right to change the number and scope of the Services stipulated in Article 1.2. unilaterally. This includes a right to cease providing one or more Services, establish terms and price lists on Services etc.
1.5 By concluding the hereby Agreement, the Private Customer does not undertake any obligation to use the Services at any extent. Parties have agreed that upon actually starting to use the Services provided in the Environment, the Private customer accepts the terms and conditions under which the Services are provided and obliges to follow them. In such case the Private Customer takes an obligation to pay for the actually used scope of Services, according to the price lists established by the Service Provider and the hereby Agreement.
1.6 Upon concluding the hereby Agreement, the Private Customer chooses a unique user ID and password in the Environment. The Parties have agreed that should any third person, who uses the Private Customer`s user ID and password, use the Services provided by the Service Provider, such usage shall be considered and treated as the Services had been used by the Private Customer.
2. The Validity of the Agreement
2.1 The Agreement comes into force immediately and is valid for an indefinite period.
2.2 Either Party has a right to terminate the Agreement at any time, on the condition that it has no unfulfilled obligations before the other Party. The Party has to notify the other Party of the termination in written form 30 days in advance.
2.3 The Service Provider has a right to prematurely terminate the Agreement without notifying the other Party in advance, if the Private Customer has violated either the Agreement or the terms under which the Service is provided. Should the Agreement be terminated on that clause, the advance payments made by the Private Customer, shall not be returned.
3. Confirmations of the Private Customer
Upon concluding the hereby Agreement, the Private Customer confirms that:
3.1 the Private Customer has had a reasonable chance to get acquainted with such terms of Services that the Private Customer wants to use, that the Private Customer has used such possibility and that he/she has fully understood the contents of the terms (including the duties and obligations as well ass possible liability of the user). By starting to use the Environment and Services, the Private Customer accepts the terms and undertakes an obligation to follow them.
3.2 the Private Customer is aware that the Service Provider mediates the services provided by third persons, and that the Service Provider gives no assurances or guarantees for such services. Therefore the Private Customer has, for a higher degree of security and trustworthiness, to check the business reputation and potential extra terms and conditions of the business partners found with the help of the Environment.
3.3 the Private Customer is adequately aware of its general rights and obligations deriving from the laws of the Republic of Estonia.
3.4 the Private Customer obliges to use all his/her rights only in good faith and to use the Environment in an honest, sensible and proper way. It is forbidden to use the Environment to commit violations of law, breaches, unethical or indecent behaviour, against good manners, or for causing harm and damage to other persons. Should the Private Customer use the Environment to commit violations of law, breaches, unethical or indecent behaviour, against good manners, or for causing harm and damage to other persons or any other similar way, he/she obliges to pay the Service Provider contractual penalty in the sum of 10 000 euros.
3.5 the Private Customer shall notify the Service Provider of all of his/her claims or complaints against the Service Provider within 10 days after becoming aware of them. Should the Private Customer not fulfill this obligation, such claims and complaints shall not be taken into account.
3.6 the Private Customer is aware that the Service Provider always has a right to change the terms and conditions unilaterally by publishing such notification on its web page. The changes shall come into force upon publishing and shall apply to all deeds and transactions that take place after they have been published. The Service Provider also has a right to change and modify the Environment.
4. Fee of the Service Provider
4.1 The Private Customer pays the Service Provider a fee for the provison of Services stipulated in Article 1.2. of the Agreement and for other services (hereinafter referred to as the „Fee“
) according to the price list and terms of the Service Provider. Should the terms and conditions not stipulate otherwise, the Fee shall be paid by the 25th date of each calendar month at the latest. The Service Provider obliges to deliver the Private Customer a bill at least 10 days before the date it is due to be paid.
4.2 In case of failure to pay the Fee, the Private Customer is obliged to pay the Service Provider a contractual penalty of 0.1 per cent of the unpaid sum starting from the date when the bill is due to be paid and ending on the day when the Fee has been fully and completely paid. Upon partial payments, the contractual penalty is considered to be paid in the first priority.
4.3 The pre-payments for the Services stipulated in Article 1.2. of the Agreement, shall not be returned.
5.1 All notices between the Parties which concern the Agreement are to be in written form and they have to include the name and position of the author and the date and time of writing the notice. The notices with only informative significance which have no legal consequences to the Parties, don`t have to correspond to that standard. All notices that are related to the Agreement are sent by e-mail.
5.2 Each Party is required to inform the other Party when its contact persons or addresses change, otherwise all notices delivered to the former contact persons or addresses are considered to be duly delivered.
6. Settlement of the Disputes
6.1 All disputes arising out of the Agreement shall be settled by negotiations. Should such negotiations fail, Parties shall settle the disputes in the Harju County Court.
7.1 The Agreement and its terms as well as the circumstances that each Party became aware of in relation to concluding or performing the Agreement, shall not be disclosed to third parties before the previous written approval of the other Party, except when the disclosing Party is obliged to do so under the law. Parties don`t consider the disclosure to the third person wrongful and prohibited, should such third person be a lawyer whom a Party consults for legal advice or any other third person who has an imminent necessity to know the terms or circumstances of the Agreement because of the such person`s work or duties.
8. Final Provisions
8.1 The headings of the parts and articles of the Agreement have an assisting function in reading and comprehending the Agreement and should not influence the interpretation and meaning of the articles of the Agreement.
8.2 The terms used in singular in the Agreement may mean plural (and vice versa) depending on the context.
8.3 Should there be a contradiction between different documents; Parties consider the later document to have a priority over the earlier document. Should there be a contradiction between an Agreement and a unilateral act of one Party concerning the performance of the Agreement (order, decision etc); Parties consider the Agreement to have a priority over the unilateral act.
8.4 Changing, amending or terminating the Agreement is only possible on the mutual written consent of both Parties after they have both signed such document. Should Parties not adhere to this form of changing, amending or terminating the agreement, the result of their action is considered to be null and void.
8.5 If one article of the Agreement is against some imperative provision of the law, it does not affect the validity of other articles. Parties replace the invalid article with another article that follows the law and take care that the purpose of the new article remains the same in the context of the Agreement.
8.6 Each Party is required to inform the other Party immediately of all the circumstances that it becomes aware of and that have a significant impact over the performance of the duties of a Party under the Agreement (e.g. payment difficulties; insolvency or liquidation proceedings against a Party; splitting or restructuring of a Party etc).
8.7 Both Parties hereby confirm that all terms of the Agreement have been previously negotiated between them and that they have informed the other Party of all relevant circumstances which the other Party might have an interest in and that the data given to the other Party has always been true. The result of the negotiations has taken into reasonable account the interests of both Parties and the contents of the Agreement corresponds to the wishes of the Parties. Both Parties also confirm that they have carefully read the Agreement and that they understand its entire contents well.
8.8 Both Parties declare that they have not breached their authorisations to sign the hereby Agreement and that the Agreement does not breach any of the agreements signed previously by the Parties.
Service Provider Private Customer