hese general terms and conditions (hereinafter referred to as "General Terms and Conditions") specify Tonystam OÜ’ procedure for intervening for and/or on behalf of the client within the framework of its mission of providing services.
The conditions, rights and obligations mentioned in the Contract are the only terms and conditions applicable to any Service provided by or on behalf of Tonystam OÜ, including the services provided by Tonystam OÜ jointly with a third party designated by Tonystam OÜ. The Contract takes precedence over any other general or specific terms and conditions originating from the Client. Save with Tonystam OÜ' prior written agreement, which must explicitly be mentioned in the Proposal or the Representation, the Client's general or specific terms and conditions are not applicable and cannot be invoked against Tonystam OÜ regardless of the time at which they may have been brought to its attention.
The fact that Tonystam OÜ does not have recourse at any given time to any of the clauses of these General Terms and Conditions cannot be construed as Tonystam OÜ waiving the right to have recourse to any such clause(s) at a later stage.
Acceptance of the Proposal by the Client or of the Representation given to Tonystam OÜ to perform a Service, or simple payment of an invoice, marks the Client's acceptance of the Contract, including these General Terms and Conditions.
In the event that a clause or condition is declared null and void by a court ruling, such nullity shall not entail the nullity of these General Terms and Conditions nor of the Contract.
By accessing Tonystam Corporation's or its subsidiaries' (hereinafter referred to as "Tonystam") World Wide Web (www) pages at www.tonystam.com, or any of its sub-sites (hereinafter together referred to as "Site"), you agree to the following terms. If you do not agree to these terms, please do not use the Site.
Tonystam Corporation holds the copyright to the content of the Site. Any rights not expressly granted herein are reserved. Reproduction, transfer, distribution or storage of any part of the content in any form without the prior written permission of Tonystam is prohibited. However, Tonystam allows you to browse the Site or make copies of extracts from the Site for your personal, non-commercial informational use, provided that any such copy retains all copyright or other proprietary notices and any disclaimer contained thereon. Individual items in the Site may be subject to further terms.
The Site and its contents are provided as a service to anyone interested in Tonystam. The contents of the Site are provided on "as is" basis. No warranty of any kind is given in relation to the contents of the Site. Tonystam does not warrant that the Site will be error-free or available without interruption. Tonystam reserves the right to revise the Site or withdraw access to the Site at any time.
The Site may include links to other websites owned and operated by third parties. You shall review and agree to the rules of use of such websites before using them. Tonystam may not have control over the content of such website and Tonystam does not assume any responsibility for information, products, services or material created or published by third parties that the Site has a link to. In addition, a link to a third party website does not imply that Tonystam endorses or makes any representations or warranties for such third party website or the information, products or services referenced too such third party website.
Tonystam shall not be liable for any direct, indirect, incidental, special or consequential damages, losses or expenses or lost profits arising out of or in connection with the use or inability to use the Site.
The trademark "Tonystam" is a registered trademark of Tonystam Corporation. Tonystam's product names, logos, and other identification symbols are either trademarks or registered trademarks of Tonystam. The Site may contain other product and company names which may be trademarks or trade names of their respective owners. Your access to the Site does not grant you any license or right to use any graphics, logos or marks appearing on the Site without the prior written consent of Tonystam or the third-party owner.
- Specific conditions and privacy:
A contract for Tonystam services may be entered into:
- in writing, with the two Parties signing the Agreement in duplicate;
- digitally A written agreement may be entered into for all types of services provided by Tonystam.
Through Tonystam Remote Registration Tools, the Agreement can be concluded on any computer that allows access to the Tonystam network using standard programs for accessing Internet resources and following the instructions on the Tonystam site: http://tonystam.com.
Payment for services: Web design and development, design and development of online shops, graphic design, and mobile app development will be paid in the following way: 60% when approving the budget and the other 40% at the time of delivery. With a term no longer than 15 days after delivery. For the services: Online Marketing, SEO Positioning, Social Ads, SSL Certificates, Email Marketing, Digital Photography, Domains, Hosting, legal consulting, drafting of legal texts and Data Protection Law, the client must pay 100% when approving the budget; The services will be provided when the payment is confirmed. The prices of SEM campaigns (Google Ads, Facebook Ads ...) do not include the investment to be made by the client, only the cost of Tonystam's execution services. The prices applicable to each service are those indicated in the budget and / or invoice, excluding VAT. The final delivery of the services will be made upon receipt of the total payment of contracted services. The delivery times will be expressed in detail in the budget and/or the invoice corresponding to each service contracted.
Validity of prices and budgets
The services offered on www.tonystam.com and through any of Tonystam's commercial sales channels, will be available for purchase while they are in the web's catalog, or through on-line and / or off-line advertising material. Users are asked to access updated versions of the website to avoid price errors. However, it is possible that some services must be budgeted individually. In any case, the orders in process will maintain their conditions during 7 days from the budget.
In compliance with the European Directive 2008/8 / EC, the operation may be exempt or not subject to the country of residence of the buyer and the condition in which the same acts (employer / professional or private individual). Consequently, in some cases, the final price of the order may be altered in relation to the one shown in any of our promotion and / or communication channels. The price of services sold by Tonystam, does NOT include VAT. The final price of your order may vary depending on the VAT rate applied to the order. For orders destined to other countries of the European Union, VAT will be deducted and the VAT rate corresponding to the country of destination will be applied. The final price will appear during the confirmation of the order and will reflect the VAT rate corresponding to the country of destination of the services. The prices of the services may change at any time at the sole and exclusive discretion of Tonystam. The services do not provide price protection or reimbursements in the case of price reduction or promotional offers.
VAT Reverse Charge
When you buy goods or services from suppliers in other EU countries, the Reverse Charge moves the responsibility for the recording of a VAT transaction from the seller to the buyer for that good or service.
That way it eliminates or reduces the obligation for sellers to VAT register in the country where the supply is made. This applies to the supply of goods and services to an EU VAT registered business in another state (compulsory since 2010).
The Reverse Charge mechanism was created when the European Union Value Added Tax system was reformed for the launch of the single market in 1993, to help simplify the VAT reporting across the 28 member states.
When the Reverse Charge is applied, the recipient of the goods or services makes the declaration of both their purchase (input VAT) and the supplier’s sale (output VAT) in their VAT return. In this way, the two entries cancel each other from a cash payment perspective in the same return.From the authorities’ point of view, they can see the transaction reported in the special boxes provided in the returns for cross border supplies of goods or services.
The withdrawal is the faculty of a consumer on a good to return it to the trade within a legal period of 14 days, without having to claim or give any explanation about it or suffer a penalty. The right of withdrawal can not be exercised (except for error or defect in the product or service contracted), in the following cases: Contracts for the supply of goods made according to the consumer's specifications or clearly personalized, or which, due to their nature , can not be returned or may deteriorate or expire quickly, contracts for the supply of sound or video recordings, discs and computer programs that have been unsealed by the consumer, as well as computer files, supplied electronically, susceptible to be downloaded or reproduced with immediate character for permanent use. And in general all those remote products that are made to our needs: clothing, photographic development, etc., or that are susceptible to copying (books, music, video games, etc.). The right of withdrawal will not be applicable to the provision of services, once the service has been fully executed, when the execution has begun, with the prior express consent of the consumer and user and with the acknowledgment on his part that he is aware that , once the contract has been fully executed by Tonystam, you will have lost your right of withdrawal. After accepting the quote and issuing the invoice corresponding to the contracted work, Tonystam will notify you of the start date of the same. If the right of termination is exercised 10 days before the start of the Tonystam service, it will reimburse the amount received without any retention and never after 14 days. If the aforementioned right has been exercised within a period of less than 10 days, 50% of the amount will be refunded, and if exercised later, no amount will be paid. Likewise, Tonystam may proceed with the resolution of the contract if it does not make the corresponding payment for the client or if it incurs in some of the actions set forth in the section of causes for dissolution of the contract.
If you wish to cancel your contract with Tonystam, you must contact us with a request for withdrawal of contract before the contracted service has begun to run (see withdrawal form below). Tonystam, guarantees the customer the reimbursement of the amounts paid within fourteen (14) calendar days from the date of reliable communication of the exercise of the right of withdrawal provided that it meets the requirements and has been accepted by Tonystam.
In case of withdrawal by the client and compliance with the established requirements, Tonystam will return all payments received by the client without undue delay and, in any case, no later than 14 calendar days from the date on which We are informed of your decision to withdraw from this contract and when it has been notified 10 days before the start date of the contracted works. We will proceed to make such reimbursement using the same means of payment used for the initial transaction, unless you have expressly provided otherwise; In any case, you will not incur any expenses as a result of the refund. If the service object of this contract had been started during the withdrawal period (14 days), Tonystam may retain the proportional part corresponding to the service provided, including the support service and, in the case that the service has been fully provided, the right of withdrawal will not be applicable. Refunds for payments made by credit card will be made through the same channel, while any other type of refund will be made by bank transfer to an account provided by the customer. The refund of the amount will be made in the following 14 calendar days from the date on which we are informed of your decision of withdrawal. All the services that we have provided to you, by their nature, will survive the dissolution if they are paid in full, including, without limitation, the property dispositions, waivers of guarantee, indemnification and limitations of responsibility.
Consumer’s withdrawal application form (fill in the form and submit it only if you wish to withdraw from the contract)
Click here to download the form.
Unless stated otherwise, the software required for our services or available at or used by our Platform and the intellectual property rights (including the copyrights) of the contents and information of and material on our Platform are owned by Tonystam OÜ and its providers.
Tonystam.com exclusively retains ownership of all rights, title and interest in and to (all intellectual property rights of) (the look and feel (including infrastructure) of) the Platform on which the service is made available and you are not entitled to copy, scrape, (hyper-/deep)link to, publish, promote, market, integrate, utilize, combine or otherwise use the content or our brand without our express written permission. To the extent that you would (wholly or partly) use or combine our (translated) content or would otherwise own any intellectual property rights in the Platform or any (translated) content, you hereby assign, transfer and set over all such intellectual property rights to Tonystam.com. Any unlawful use or any of the aforementioned actions or behaviour will constitute a material infringement of our intellectual property rights (including copyright and database right).
The Parties shall keep confidential any information related to the other Party, including any business secrets that have become known to them in relation to the entry into and performance of the Contracts, the disclosure whereof to the public or to third parties may damage the other Party in any way, except the information which is meant to be made public or is general knowledge, or which for any other reason cannot be confidential due to its nature.
The confidentiality obligation shall remain in force for an unspecified term also after the expiry of the Contract.
The Client is the responsible owner of the Client’s information assets (files, databases, e-mails, etc) stored and processed in the infrastructure of Tonystam. The security level of the Client’s information assets is confidential, and the access of Tonystam’s employees to the information shall be permitted only upon performance of the work duties based on the written order of the Client, or for the purpose of ensuring the availability, integrity and security of the service.
Tonystam has no basis for knowing whether a Client’s information assets contain any personal data, and therefore Tonystam shall treat all information assets as potentially containing personal data and the Central User Contract as a written contract between the Client as the controller and Tonystam as the processor within the meaning of Article 28 of Regulation (EU) 2016/679 of the European Parliament and of the Council (the General Data Protection Regulation).
Tonystam shall assist the Client in performing the due diligence obligation in choosing the processor, and shall publish its principles for information security management system on its website, and shall clearly determine the limits of liability of Tonystam and the Client for every service. The participation of the Client as the controller of personal data in the audit processes and the implementation of any security measures not described in the general terms and conditions or special terms and conditions of the Service shall take place upon an agreement between the Parties, and Tonystam will be entitled to charge an additional fee for these activities.
As a rule, Tonystam shall provide the server services within the European Union / European Economic Area, and shall, upon the ordering of a service, enable the Client to choose the suitable availability zone. Transfer of services to another availability zone under a different jurisdiction than the chosen one shall take place only on the basis of a written order of the Client.
Tonystam shall immediately inform the Client if he ascertains or suspects with a good reason that the security requirements have been violated in relation to the information assets of the Client, and this causes accidental or illegal destruction, loss, modification or unauthorized disclosure of or access to these information assets.
Tonystam shall inform the Client immediately if Tonystam receives an inquiry or request for the conduct of an investigation or audit from a competent authority, save in case such informing is prohibited by law.
The title to the Goods or Services shall pass to the Buyer upon the payment in full of the price of the Goods or Services as well as any sum claimed by the Supplier from the Buyer based on the Contract or these Conditions. Until the title to the Goods or Services passes to the Buyer, the Buyer shall hold the Goods or Services as the Supplier’s fiduciary agent, and shall keep the Goods or Services separate and properly stored, protected and insured and identified as the Supplier’s property, and shall not be entitled to dispose of the Goods or Services.
Until such time as the title to the Goods or Services passes to the Buyer, the Supplier may at any time require the Buyer to deliver up the Goods or Services to the Supplier and, if the Buyer fails to do so forthwith, enter upon any premises of the Buyer or any third party where the Goods or Services are stored and repossess the Goods or Services.
The Buyer shall use and process the Goods or Services in an appropriate manner as well as comply with all laws and regulations applicable to the Goods or Services regarding safe use of the Goods or Services.
The Buyer shall inspect the Goods or Services upon the delivery. Any claim for any defect in the quality or condition of the Goods or Services shall be notified in writing to the Supplier within eight (8) days of delivery or, where the defect was not apparent, within eight (8) days of discovery of such not apparent defect, but, in any event, within twelve (12) months of the delivery date. The notification shall contain a detailed description of the alleged defect.
The Supplier does not warrant correctness, accuracy or completeness of any design, drawing, sample, specification, instructions, or information or advice it provides in relation to the Goods or Services. All warranties in relation to the Goods or Services whether express or implied are excluded to the fullest extent permitted by law including but not limited to warranties with regard to performance, fitness for a particular purpose and merchantability.
In case of defective Goods or Services, the Supplier may, at its sole option, replace or repair the Goods or Services free of charge or refund the price of the Goods or Services. The foregoing shall be the Buyer’s only and exclusive remedy in case of defective Goods or Services and the Supplier shall have no further liability to the Buyer.
Under no circumstances the Supplier shall be liable to the Buyer for loss of contracts, profits, revenue, business, goodwill or other indirect or consequential loss regardless of the ground of the claim.
Notwithstanding anything to the contrary in the Contract or these Conditions, the Supplier’s entire liability shall never exceed the price of the Goods or Services which are the subject of the claim by the Buyer.
Any delay, failure of performance or defective performance by either party shall not constitute a default or give rise to any claim to the extent and for so long as such failure is due to a circumstance beyond affected party’s control or Force Majeure. “Force Majeure” shall include but not limit to the following unforeseeable events provided that each such event is beyond the control of either party and it either temporarily or permanently results in impossibility to perform the party’s contractual obligations: natural disaster, fire, exceptional weather conditions, war, embargoes, blockades, riots, insurrections, strikes, shortage of raw materials, energy or labour, third party (including sub-supplier) industrial actions or defaults, machinery malfunctions or IT system disruptions.
We may modify these terms or any additional terms that apply to a Service to, for example, reflect changes to the law or changes to our Services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. We’ll post notice of modified additional terms in the applicable Service. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.
If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict.
These terms control the relationship between Tonystam and you. They do not create any third party beneficiary rights.
If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).
If it turns out that a particular term is not enforceable, this will not affect any other terms.
The Contract shall be governed by and construed in accordance with the laws of Estonia excluding its choice of law provisions as well as excluding United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute, controversy or claim arising out of or relating to the Contract or these Conditions or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Estonian Chamber of Commerce and Industry (ECCI). The number of arbitrators shall be one (1). The seat of arbitration shall be Tallinn, Estonia. The language of the arbitration shall be English. Without prejudice to the clause above, the Supplier reserves the right, at its sole discretion, to sue the Buyer at the Buyer’s general place of jurisdiction. Tonystam will still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction. If you are a consumer living in the European Economic Area: Disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform, but Tonystam does not commit to and is not required to settle disputes before any alternative dispute resolution entity.