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Terms & Conditions

Version: 29 October 2025

Timmermans Media OÜ, Sepapaja tn 6, 15551 Tallinn, Estonia
Reg. Nr: 16561396, VAT: EE102530070, IBAN: BE80 9674 2346 4677
E-mail: info@timmermansmedia.com

Article 1: Definitions

  1. Offer: any proposal or quotation by Timmermans Media OÜ for the provision of Services.
  2. Services: Generative Engine Optimization (GEO), SEO, web design and development, web application development, AI workflow and automation development, related consultancy, maintenance and support.
  3. Client: the natural or legal person acting in the exercise of a profession or business who enters into an Agreement with Timmermans Media OÜ.
  4. Agreement: any agreement between the Client and Timmermans Media OÜ, including annexes, data processing agreement where applicable, SOW, planning and pricing arrangements.
  5. Third Party Materials: software, code, APIs, models, components, frameworks, imagery, fonts and other elements supplied by third parties, including open-source.
  6. Deliverables: all results to be delivered by Timmermans Media OÜ, including design files, content, code, documentation and configurations.

Article 2: Applicability

  1. These terms and conditions apply to every Offer, every Agreement and all Services of Timmermans Media OÜ.
  2. Deviations are only valid if agreed in writing. Any general terms and conditions of the Client are excluded.
  3. If any provision is void or annulled, the remaining provisions shall remain in force. The parties shall replace the void provision with a provision that reflects its intent as closely as possible.
  4. These terms and conditions also apply to supplementary, amended or follow-up assignments.
  5. Articles 7:404 and 7:407(2) of the Dutch Civil Code are excluded.

Article 3: Offer and Formation

  1. Every Offer is non-binding and valid for 30 days unless stated otherwise. Obvious errors do not bind Timmermans Media OÜ.
  2. The Agreement is formed upon written acceptance of the Offer, digital approval or commencement of execution at the Client's request.
  3. Timmermans Media OÜ may refuse an Offer or assignment at its own discretion.
  4. Delivery timelines stated in an Offer are indicative. Exceeding such timelines does not entitle the Client to termination or damages, unless agreed otherwise in writing.

Article 4: Duration, Termination and Cancellation

  1. Projects run until delivery in accordance with the SOW or project plan. Retainers and maintenance contracts are for an indefinite period with a minimum initial term of three months, thereafter terminable at the end of any month with one month's notice, unless agreed otherwise.
  2. Either party may terminate in writing after a notice of default with a reasonable cure period, if the other party is in attributable breach.
  3. Either party may terminate with immediate effect in the event of insolvency, bankruptcy, suspension of payments or liquidation of the other party.
  4. Upon termination, the Client shall pay for all hours worked and costs incurred up to the termination date. Rights and obligations that by their nature survive termination shall remain in force, including those relating to payment, confidentiality, intellectual property, liability and choice of forum.

Article 5: Execution, Cooperation and Third Parties

  1. Timmermans Media OÜ performs Services as an obligation of best efforts, with due care and professionalism. Result obligations only apply if agreed in writing, specifically and feasibly.
  2. The Client shall provide accurate and complete information, access, accounts, content, decisions and internal capacity in a timely manner. Delayed or incomplete delivery may affect planning and costs and is at the Client's risk.
  3. Timmermans Media OÜ may engage subcontractors and suppliers, including those outside the EEA, with appropriate arrangements in place.
  4. Timmermans Media OÜ may temporarily block access or interrupt work for security or maintenance reasons.

Article 6: Specifications, Acceptance and Changes

  1. Functional and technical scope is recorded in the Offer, SOW, user stories or acceptance criteria.
  2. Delivery takes place through an acceptance procedure with a testing period of seven calendar days after handover. Defects not reported within this period are deemed accepted. Critical bugs affecting core functionality that are reproducible will be resolved by Timmermans Media OÜ within a reasonable timeframe.
  3. Changes outside the scope, additional revision rounds, urgent work and third-party adjustments constitute additional work at the applicable rate.
  4. After acceptance, change requests are treated as new assignments or support tickets.

Article 7: Prices, Invoicing and Payment

  1. All prices are in euros and exclusive of VAT and other levies, unless stated otherwise. Estonian VAT is applied in accordance with applicable rules.
  2. Invoicing may be based on fixed-price milestones, monthly retainer or time and materials based on time tracking. Travel time and expenses are charged separately.
  3. Advance payments and instalment payments may be required. Work may be suspended if payment is not received.
  4. Payment term is 14 days net, without set-off or suspension.
  5. In the event of late payment, the Client owes statutory commercial interest under Estonian law, plus reasonable extrajudicial collection costs.
  6. Annual indexation is permitted, based on inflation or cost levels. Price changes for retainers are announced at least 30 days in advance.

Article 8: Intellectual Property and Licences

  1. All IP rights in Deliverables, including copyrights in code, designs, texts and documentation, vest in Timmermans Media OÜ until full payment has been received.
  2. Upon full payment, the Client receives a non-exclusive, worldwide licence to use the Deliverables for its own business, unless agreed otherwise. Sub-licensing and transfer are not permitted without written consent.
  3. Source code and repositories are not transferred by default. Transfer or escrow of source code may be arranged subject to additional terms and fees.
  4. Timmermans Media OÜ may use results and the Client's name as a reference, unless agreed otherwise in writing.
  5. Open-source components and Third Party Materials remain subject to their own licences. The Client shall respect these licences and indemnify Timmermans Media OÜ against claims from licensors arising from use outside those licences.

Article 9: Third Party Materials, APIs and Dependencies

  1. Services may depend on hosting, cloud services, CDN, email services, payment providers, AI models, app stores and other external services. Availability, performance, pricing and policy changes of these parties are beyond the control of Timmermans Media OÜ.
  2. The Client shall enter into its own accounts and contracts with third parties where necessary and bear the associated costs.
  3. Timmermans Media OÜ is not liable for errors, outages, policy changes, rate changes, limits or model drift in third-party and AI services.

Article 10: Content and Client Warranties

  1. The Client warrants that all materials provided, including texts, data, logos, images and brand identifiers, are free from third-party rights and lawfully supplied.
  2. The Client indemnifies Timmermans Media OÜ against third-party claims arising from infringement, unlawful content or unlawful use.

Article 11: SEO, GEO and AI Visibility

  1. Timmermans Media OÜ performs SEO, GEO and AI visibility services to the best of its ability. Rankings, AI recommendations, traffic or conversions are not guaranteed.
  2. Search engine guidelines, algorithms and AI model behavior may change. Consequences thereof do not entitle the Client to damages.

Article 12: Web Apps, Security and Maintenance

  1. Timmermans Media OÜ applies customary security measures that are reasonable given the risk, cost and state of the art. Absolute security cannot be guaranteed.
  2. The Client shall ensure safe use, strong passwords, access policies and timely updates within its own environment.
  3. Maintenance and support levels are specified in the SOW or SLA. Without an SLA, requests are handled on a best-effort basis at the applicable hourly rate.
  4. Backups, monitoring and incident response are performed if and to the extent agreed in writing.

Article 13: AI Workflows and Automations

  1. For AI workflows, Timmermans Media OÜ may use third-party models and APIs where appropriate. Output may be inaccurate, biased or variable. The Client shall review AI output before use and remains responsible for decisions and communications to end users.
  2. The Client warrants that prompts, data and usage comply with applicable law and third-party policies, including privacy, IP and sector regulations.
  3. Unless explicitly agreed, Timmermans Media OÜ does not use client data to train models beyond the chosen provider settings.
  4. Rate limits, quotas, moderation and policy updates may affect availability. Such consequences are not attributable to Timmermans Media OÜ.

Article 14: Data Processing and Privacy

  1. The parties act in accordance with the GDPR and the Estonian Personal Data Protection Act.
  2. To the extent that Timmermans Media OÜ acts as a processor, the parties shall enter into a data processing agreement covering instructions, security measures, sub-processors, transfers and retention periods.
  3. Transfers outside the EEA may take place on the basis of appropriate safeguards, such as standard contractual clauses.
  4. The Client remains the data controller for personal data and for the rights of data subjects, including the duty to inform and handling of requests.
  5. Security incidents shall be reported without undue delay in accordance with the data processing agreement.

Article 15: Confidentiality

  1. The parties shall treat all business and project information as confidential. Information shall only be shared with persons who strictly need it.
  2. This obligation does not apply to information that is publicly available, lawfully obtained from a third party, or must be disclosed by law or court order.

Article 16: Warranties

  1. For designs, websites and web applications, a warranty period of 14 days after acceptance applies for the repair of reproducible defects attributable to Timmermans Media OÜ.
  2. The warranty does not cover user errors, modifications by or on behalf of the Client, defects caused by third parties, incompatibility with outdated browsers or systems, nor the performance of Third Party Materials.
  3. Temporary workarounds may be provided where structural repair reasonably requires additional time.

Article 17: Liability

  1. The liability of Timmermans Media OÜ is limited to direct damages and to the total fees paid by the Client under the relevant Agreement in the twelve months preceding the damaging event, with an absolute maximum of one hundred thousand euros.
  2. Indirect damages are excluded, including loss of profit, missed savings, loss of data, reputational damage and consequential damages.
  3. Claims lapse if not submitted in writing with reasons within fourteen days of discovery, and in any event one year after the damaging event.
  4. Nothing in these terms limits liability for wilful misconduct or gross negligence on the part of senior management.

Article 18: Force Majeure

  1. Force majeure includes, but is not limited to, disruptions in energy, internet or telecommunications, DDoS and other cyber incidents, epidemics, government measures, strikes, natural disasters, war, disruptions at suppliers and cloud platforms, and other events beyond reasonable control.
  2. During force majeure, obligations are suspended. If force majeure continues for more than sixty days, either party may terminate the Agreement in writing without compensation. Work already performed shall be settled proportionally.

Article 19: Suspension and Right of Retention

  1. Timmermans Media OÜ may suspend work in the event of non-timely payment or failure to provide required information or cooperation.
  2. Timmermans Media OÜ may withhold Deliverables and access until all due claims have been settled.

Article 20: Non-Solicitation

  1. The Client shall not recruit employees or subcontractors of Timmermans Media OÜ who have been involved in the execution, during the term of the Agreement and for twelve months thereafter, without written consent. In the event of a breach, the Client owes a reasonable recruitment fee equal to three months' salary of the person concerned.

Article 21: Export, Sanctions and Compliance

  1. The Client shall use Deliverables in accordance with applicable export and sanctions regulations and indemnify Timmermans Media OÜ against claims arising from non-compliance.

Article 22: Complaints

  1. Complaints shall be submitted in writing with reasons within fourteen days of occurrence to info@timmermansmedia.com with the subject line “Complaint”. Timmermans Media OÜ shall respond within fourteen days. The parties shall endeavour to reach a joint solution.

Article 23: Applicable Law and Jurisdiction

  1. These terms and conditions and the Agreement are governed by Estonian law, with the exclusion of the Vienna Convention on the International Sale of Goods.
  2. Disputes shall be submitted exclusively to the competent court in Tallinn, Estonia, unless mandatory law provides otherwise.
  3. Timmermans Media OÜ may amend these terms and conditions. The most recent version will be provided upon request and published on the website.