Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your use of the services provided by:

By engaging our services, you ("Client", "you", or "your") agree to be bound by these Terms. Please read them carefully before using our services.

2. Services

Sporenet OÜ provides market intelligence and data research services, including but not limited to:

• Market mapping and analysis
• Compilation of business contact information from publicly available sources
• Target market identification
• Data enrichment services

The specific scope, deliverables, and pricing for each engagement will be agreed upon separately before work commences.

3. Data Sources, Accuracy, and Limitations

Our services involve compiling information from publicly available sources. You expressly acknowledge and agree that:

• We compile data from public sources including but not limited to company websites, professional networks, business directories, and public records
• Public information may change, become outdated, or contain inaccuracies beyond our control at any time before, during, or after delivery
• We make no representation or warranty regarding the accuracy, completeness, currentness, or fitness for purpose of any data provided
• Contact information, job titles, company details, and other data points may change after delivery without notice
• Any performance metrics, statistics, or results displayed on our website or marketing materials represent historical results from previous projects and do not constitute a guarantee, warranty, or promise of future performance
• We make no representation regarding the suitability or legal compliance of the data for any specific use case, jurisdiction, or purpose
• You are solely responsible for independently verifying any data before relying on it for business decisions

4. Data Protection Roles and Responsibilities

With respect to personal data compiled in the course of providing our services:

• We act as a data processor when compiling data on your behalf, carrying out research activities according to your instructions and specifications
• You are the data controller for all deliverables once they are provided to you, and you determine the purposes and means of any subsequent processing
• Upon delivery, you assume full and sole responsibility as data controller for all uses of the data
• We retain no copies of project data beyond 30 days after delivery

Our services are designed to support lawful business-to-business sales and marketing activities. However, we make no representation that the data is compliant with GDPR, ePrivacy Directive, or any other applicable law for your specific intended use. You must independently assess the lawfulness of your intended processing activities.

5. Client Responsibilities and Compliance Obligations

By using our services, you represent, warrant, and agree that you will:

• Provide accurate information about your requirements and ideal customer profile
• Use the deliverables in compliance with all applicable laws and regulations in all relevant jurisdictions
• Independently assess and ensure your compliance with GDPR, ePrivacy Directive, CAN-SPAM, CASL, and any other applicable data protection and electronic communications laws
• Establish and document an appropriate legal basis (such as legitimate interest under GDPR Article 6(1)(f)) before contacting any individuals using the data provided
• Conduct any required legitimate interest assessments or data protection impact assessments
• Respond to any data subject access requests, objections, or complaints relating to your use of the data
• Not use the data for unlawful purposes, including but not limited to unsolicited spam, harassment, or any activity that violates privacy or electronic communications laws
• Maintain appropriate records of your processing activities as required by applicable law

6. Intellectual Property and Ownership

Upon full payment for our services:

• You will own all rights to the deliverables, including any compiled data, lists, and reports specific to your engagement
• We retain no ownership interest in the deliverables after payment is received
• We retain ownership of our methodologies, processes, tools, and any pre-existing intellectual property used to create the deliverables

7. Payment

Payment terms will be specified in your service agreement or invoice. Unless otherwise agreed:

• Payment is due within fourteen (14) days of invoice date
• All fees are non-refundable once work has commenced
• We reserve the right to withhold deliverables until payment is received in full
• Late payments shall incur interest at a rate of three (3) times the European Central Bank base rate, calculated from the due date until payment is received in full
• A fixed administrative fee of €40 shall be charged for each overdue invoice to cover collection costs
• We reserve the right to suspend services and future work until all outstanding amounts are paid

8. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• ANY WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR CURRENTNESS OF ANY DATA PROVIDED
• ANY WARRANTIES THAT THE SERVICES OR DATA WILL MEET YOUR SPECIFIC REQUIREMENTS, EXPECTATIONS, OR INTENDED PURPOSES
• ANY WARRANTIES THAT THE DATA WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOME, RESPONSE RATE, OR COMMERCIAL SUCCESS
• ANY WARRANTIES REGARDING THE LEGAL COMPLIANCE OF THE DATA FOR YOUR INTENDED USE IN ANY JURISDICTION

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• OUR TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS, OUR SERVICES, OR THE DELIVERABLES SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO US FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM
• IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, DATA, OR ANTICIPATED SAVINGS, REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY
• WE SHALL NOT BE LIABLE FOR ANY DAMAGES, CLAIMS, OR LOSSES ARISING FROM: (A) YOUR USE OR INABILITY TO USE THE DELIVERABLES; (B) ANY ACTIONS TAKEN BY THIRD PARTIES IN RESPONSE TO YOUR OUTREACH; (C) ANY INACCURACIES IN THE DATA; (D) YOUR FAILURE TO COMPLY WITH APPLICABLE LAWS; OR (E) ANY REGULATORY FINES, PENALTIES, OR ENFORCEMENT ACTIONS AGAINST YOU

10. Indemnification

You agree to indemnify, defend, and hold harmless Sporenet OÜ and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and costs of defense) arising from or related to:

• Your use of the deliverables, including any outreach, communications, or marketing activities
• Your breach of these Terms or any representations and warranties made herein
• Your violation of any applicable laws or regulations, including but not limited to data protection, privacy, and electronic communications laws
• Any claims by data subjects, regulatory authorities, or third parties resulting from your processing or use of the data we provide
• Any regulatory investigations, fines, or enforcement actions related to your use of the deliverables
• Your failure to establish or document an appropriate legal basis for processing

This indemnification obligation shall survive the termination of these Terms and any service engagement.

11. Force Majeure

We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, acts of government, internet or telecommunications failures, third-party service disruptions, cyberattacks, pandemics, or other force majeure events.

12. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the engagement. This obligation does not apply to information that is publicly available, independently developed, lawfully received from a third party, or required to be disclosed by law.

13. Client References

Unless you notify us otherwise in writing, you grant Sporenet OÜ the right to:

• Reference your company name as a client of our services
• Display your company logo on our website, marketing materials, and proposals
• Provide a general description of the services provided (without disclosing confidential details or specific deliverables)

You may withdraw this permission at any time by sending written notice to info@netspore.ee. Upon receipt of such notice, we will remove your company name and logo from our materials within a reasonable timeframe.

14. Term and Termination

Either party may terminate an engagement by providing written notice. Upon termination:

• You remain responsible for payment for all services rendered up to the termination date
• We will deliver any completed work for which payment has been received
• The following sections shall survive termination: Data Sources and Limitations, Data Protection Roles, Client Responsibilities, Disclaimer of Warranties, Limitation of Liability, Indemnification, Confidentiality, and Governing Law

15. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law provisions. Any disputes arising from or relating to these Terms or our services shall be subject to the exclusive jurisdiction of the courts of Estonia.

16. Amendments

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website with a revised date. Your continued use of our services after any changes constitutes acceptance of the modified Terms.

17. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such finding shall not affect the validity of the remaining provisions, which shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

18. Entire Agreement

These Terms, together with any service agreements, statements of work, or order forms, constitute the entire agreement between you and Sporenet OÜ regarding our services and supersede any prior agreements, understandings, or representations, whether written or oral.

19. Contact

If you have any questions about these Terms, please contact us at:

Email: info@netspore.ee