These Terms and Conditions (“Terms”) apply to your use of YouGrow`s services whether our website or our growth and development and agency services (“Services”).
We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. It is your responsibility to periodically review these Terms to stay informed of updates. By using the Services or continuing to use the Services after you have been notified of a change in the Terms, you agree to be bound by these Terms.
Supplemental terms or documents that may be posted on our website from time to time are hereby expressly incorporated herein by reference.
- ABOUT US
- We are YouGrow OÜ of Sepapaja tn 6, 15551, Tallinn, Harju, Estonia (“YouGrow”, “we”, “us”, or “our”).
- We operate the website www.yougrow.xyz (our “website”).
- To contact us, please use our Contact Form, email [Insert E-mail address].
- THE SERVICES
- YouGrow shall supply, and the Customer shall purchase the Services in accordance with the accepted estimate which is subject to this Agreement.
- The Contract shall be to the exclusion of any other terms and conditions subject to which any such estimate is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
- With effect from the Commencement Date YouGrow shall, in consideration of the Fees being paid provide the services expressly identified in the accepted estimate or otherwise agreed under this Agreement.
- YouGrow will use reasonable care and skill to perform the services identified in the accepted estimate or otherwise agreed under this Agreement.
- YouGrow shall use all reasonable endeavors to complete its obligations under the Agreement, but time will not be of the essence in the performance of these obligations.
- BASIS OF SERVICE
- YouGrow`s employees or agents are not authorized to make any representations concerning the Services unless confirmed by YouGrow in writing.
- In entering into the Contract, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
- No variation to this Agreement shall be binding unless agreed in writing between the authorized representatives of the Customer and YouGrow.
- Sales literature, price lists and other documents issued by YouGrow in relation to the Services are subject to alteration without notice and do not constitute offers to sell the Services which are capable of acceptance.
- An order placed by the Customer may not be withdrawn cancelled or altered prior to acceptance by YouGrow and no contract for the sale of the Services shall be binding on YouGrow unless YouGrow has issued an estimate which is expressed to be an offer to sell the Services or has accepted an order placed by the Customer.
- Any typographical, clerical, or other accidental errors or omissions in any sales literature, estimate, price list, acceptance of offer, invoice or other document or information issued by YouGrow shall be subject to correction without any liability on the part of YouGrow.
- PRICE
- The price of the Services shall be the price listed in accepted estimate current at the date of acceptance of the Customer’s order, including any monthly retainers, if any, or such other price as may be agreed in writing by YouGrow and the Customer.
- Where YouGrow has quoted a price for the Services other than in accordance with YouGrow`s published price list the price quoted shall be valid for 14 days only or such lesser time as YouGrow may specify.
- YouGrow reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Services to reflect any increase in the cost to YouGrow which is due to any factor beyond the control of YouGrow, any change in performance dates, quantities or specifications for the Services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give YouGrow adequate information or instructions.
- The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Services, which the Customer shall be additionally liable to pay to YouGrow.
- PAYMENT
- All payments required to be made pursuant to this Agreement by either party shall be made within unless otherwise specified, 15 days of the date of the relevant invoice, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.
- The time of payment shall be of the essence of this Agreement.
- If the Customer fails to make any payment on the due date in respect of the price or any other sum due including any monthly retainers under this Agreement then YouGrow shall, without prejudice to any right which YouGrow may have pursuant to any statutory provision in force from time to time, have the right to suspend the Services, and
- charge the Customer interest on a daily basis on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.
- All payments shall be made to YouGrow as indicated on the form of acceptance or invoice issued by YouGrow.
- Customer shall pay all taxes and duties, which are levied or imposed on the Services, except income taxes.
- Payments referred to herein shall not be refundable.
- PERFORMANCE OF THE SERVICES
- YouGrow are professionals who will use their own initiative as to the manner in which the Services are delivered provided that in doing so YouGrow shall co-operate with the Customer and comply with all reasonable and lawful requests of the Customer.
- YouGrow may provide the Services at such times and on such days as YouGrow shall decide but shall ensure that the Services are provided on such days and at such times as are necessary for the proper performance of the Services.
- RELATIONSHIP
- YouGrow will provide YouGrow`s services to the Customer as an independent contractor and not as an employee.
- YouGrow is free to provide services to other clients so long as there is no interference with YouGrow`s contractual obligations to the Customer.
- YouGrow has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of the Customer.
- ASSIGNMENT
- YouGrow may assign the Contract or any part of it to any person, firm or company.
- The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of YouGrow.
- WARRANTIES
- YouGrow warrants to the Customer that:
- YouGrow will comply with all applicable legal and regulatory requirements applying to the exercise of YouGrow`s rights and the fulfillment of YouGrow`s obligations under this Agreement;
- YouGrow has or has access to all necessary know-how, expertise, and experience to perform its obligations under this Agreement.
- the work product as provided will conform in all material respects with the accepted estimate.
- None of the services contains any bug, defect, or error that adversely affects, in any material respect, the use, functionality, or performance of such Services or any product or system containing or used in conjunction with such Services.
- LIABILITY
- Except in respect of death or personal injury caused by YouGrow`s negligence, YouGrow will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by YouGrow`s servants or agents or otherwise) which arise out of or in connection with the supply of the Services.
- The Customer shall indemnify YouGrow against all damages, costs, claims and expenses suffered by arising from loss or damage to any equipment (including that of third parties) caused by the Customer, or its agent or employees.
- YouGrow shall not be liable to the Customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of YouGrow`s obligations if the delay or failure was due to any cause beyond YouGrow`s reasonable control.
- FORCE MAJEURE
In no event shall YouGrow be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the YouGrow shall use reasonable efforts which are consistent with accepted practices in the industry to resume performance as soon as practicable under the circumstances.
- WAIVER
No waiver by YouGrow of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
- THIRD PARTY RIGHTS
A person who is not a party to the Contract shall have no rights under the Contract.
- SEVERANCE
If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected thereby.
- GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of Estonia and the parties agree to submit to the exclusive jurisdiction of the courts of Tallinn.
