Effective Date: September 25, 2025
Welcome to SMISS OÜ (“Company”, “we”, “our”, or “us”). These Terms and Conditions (“Terms”) govern your engagement with our software development outsourcing services, including but not limited to services utilizing artificial intelligence (“AI”) tools and technologies. By using our services, you (“Client”, “you”) agree to be legally bound by these Terms.
1. Introduction
These Terms constitute a legally binding agreement between you and SMISS OÜ, a company incorporated under the laws of Estonia, with its principal place of business at Harju maakond, Tallinn, Kesklinna linnaosa, Vesivärava tn 50-201, 10152, Estonia.
By engaging our services, you affirm that you have the legal capacity to enter into this agreement and are doing so on behalf of yourself or a legal entity you represent.
2. Scope of Services
We provide outsourced software development services, which may include frontend/backend development, AI integration, automation, system architecture, QA, DevOps, UI/UX design, and consulting.
Our process includes the use of AI-assisted tools to enhance productivity, code generation, testing, and optimization. While these tools can accelerate delivery and improve quality, they are always overseen by human professionals to ensure project requirements and standards are met.
3. Client Responsibilities
As the Client, you agree to:
- Provide accurate and complete information necessary for project execution
- Respond to communications, provide timely feedback, and approve deliverables promptly
- Ensure you have the rights to any materials or data you supply
- Use the delivered software only in lawful and intended ways
Delays caused by the Client’s inaction or miscommunication may affect project timelines and costs.
4. Use of AI Tools
We utilize AI tools to support various development stages, including code scaffolding, automated testing, and design recommendations. These tools are used strictly under expert supervision.
You acknowledge that:
- AI tools may introduce artifacts or limitations that require human validation
- Final deliverables undergo manual review to ensure compliance with your specifications
- AI-generated content or code, once delivered and accepted, is assigned to you unless otherwise stated
We do not train our AI systems on client data unless expressly agreed upon in writing.
5. Intellectual Property Rights
Upon full payment:
- You will own the final software deliverables created specifically for you
- We retain rights to internal tools, frameworks, or libraries used during development
- Third-party and open-source software components are subject to their respective licenses
Pre-existing intellectual property belonging to either party remains the sole property of that party.
6. Confidentiality
We agree to maintain the confidentiality of all non-public client information and data disclosed during the course of the engagement. Confidentiality obligations remain in effect for a period of 3 years after project completion.
All data shared with us will be handled securely and will not be used for purposes other than providing the agreed services.
7. Payment Terms
You agree to pay fees as outlined in the project proposal or Statement of Work. Our standard billing model is milestone-based or other agreed method.
- Invoices are due within 30 days of issuance
- Late payments may incur a penalty of 1.5% per day.
- All payments must be made in EUR via bank transfer or other agreed method.
Taxes, duties, or levies imposed by any authority are the responsibility of the Client.
8. Project Timelines and Delivery
Estimated timelines are provided in good faith but are subject to change based on scope adjustments, technical complexity, and third-party dependencies.
If project delays are caused by the Client (e.g., delayed feedback, resource unavailability), delivery dates will be adjusted accordingly.
9. Warranties and Disclaimers
We warrant that services will be delivered professionally and in accordance with industry standards. However:
- We do not guarantee that software will be completely error-free
- AI-assisted outputs are provided “as-is” and reviewed to the best of our ability
- We are not liable for defects arising from misuse or modifications made after delivery
10. Limitation of Liability
To the fullest extent permitted by law:
- Our liability for any claim shall not exceed the total amount paid by the Client for the specific project giving rise to the claim
- We are not liable for any indirect, incidental, or consequential damages, including lost profits or data loss
- You assume full responsibility for how the software is used
11. Termination
Either party may terminate the engagement by providing written notice under the following conditions:
- Breach of contract not remedied within 30 days of notice
- Insolvency or inability to fulfill obligations
- Mutual agreement to discontinue
Upon termination, the Client shall pay for all work completed up to the termination date. We may retain a portion of the work until outstanding payments are settled.
12. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of Estonia.
Disputes shall be resolved through mediation, and if unresolved, by competent courts in Estonia.
13. Changes to Terms
We reserve the right to update these Terms from time to time. Material changes will be communicated to you via email or through our website.
Continued engagement with our services after such changes constitutes your acceptance of the revised Terms.
14. Contact Us
If you have any questions or concerns about these Terms, please contact us:
Company Name: SMISS OÜ
Email: contact@smissltd.com
Phone: (to be provided upon request)
Address: Harju maakond, Tallinn, Kesklinna linnaosa, Vesivärava tn 50-201, 10152, Estonia
Website: smissltd.com