Terms and Conditions

1. Acceptance of Terms

By accessing and using the services provided by 2Rdesign OÜ ("Company," "we," "our," or "us"), you ("Client," "you," or "your") agree to be bound by these Terms and Conditions ("Terms"). If you do not agree to these Terms, please do not use our services.

2. Services

2Rdesign OÜ provides graphic design and visual communication services including but not limited to:

• Brand identity design and development
• Web design and development
• Print design and production coordination
• Digital marketing design
• Visual communication consulting

3. Project Agreement

3.1 Project Scope

Each project will be governed by a separate project agreement that outlines specific deliverables, timelines, and costs. The project agreement, together with these Terms, constitutes the complete agreement between the parties.

3.2 Client Responsibilities

The Client agrees to:

• Provide accurate project requirements and specifications
• Supply necessary materials, content, and feedback in a timely manner
• Respond to requests for approval within agreed timeframes
• Make payments according to the agreed schedule

4. Intellectual Property

4.1 Ownership of Final Deliverables

Upon full payment of all fees, the Client will own the rights to the final approved design deliverables as specified in the project agreement. This ownership is limited to:

• Final approved design files in formats specified in the project agreement
• Right to use, reproduce, and distribute for the agreed business purposes
• Modifications are permitted but must credit original design work

4.2 Source Files and Working Materials

2Rdesign OÜ retains ownership of all source files, including but not limited to:

• Native design files (.ai, .psd, .sketch, .figma, etc.)
• Preliminary concepts, drafts, and unused designs
• Custom templates, assets, and design systems developed
• Working files and documentation

Source files may be provided for an additional fee as specified in the project agreement.

4.3 Designer Rights and Portfolio Use

2Rdesign OÜ retains the right to:

• Display the work in our portfolio and marketing materials
• Use the work as a case study for business development
• Reference design concepts for future projects (without copying)
• Use project as professional reference

4.4 Third-Party Materials and Licensing

Unless otherwise specified in writing:

• Client is responsible for licensing all third-party materials
• Stock photos, premium fonts, and software licenses are Client's responsibility
• Client warrants they have rights to all materials provided to us
• Client indemnifies us against any third-party infringement claims

5. Payment Terms

5.1 Payment Terms and Schedule

Unless otherwise specified in the project agreement:

• 50% deposit required before work commences (non-refundable)
• Remaining 50% due upon project completion and delivery
• Additional work requires separate payment before commencement
• All payments in EUR unless otherwise agreed
• Payment terms are NET 14 days from invoice date

5.2 Taxes and Currency

Financial terms and obligations:

• All prices exclude VAT unless explicitly stated
• Estonian VAT (22%) applies to EU clients without valid VAT number
• Non-EU clients responsible for their local taxes and duties
• Currency exchange risks borne by Client for non-EUR payments
• Bank transfer fees are Client's responsibility

5.3 Late Payments and Collection

Payment enforcement measures:

• Late payments incur 1.5% monthly interest (18% annual)
• Work suspension after 30 days overdue payment
• Collections costs and legal fees charged to Client
• Ownership rights suspended until full payment received

6. Revisions and Acceptance Criteria

6.1 Included Revisions

Each project includes up to 3 revision rounds unless otherwise specified. Each revision round includes:

• Minor adjustments to approved concepts
• Color, font, and sizing modifications
• Text and content updates

6.2 Major Changes and Additional Work

The following constitute additional work billed at €75/hour:

• Conceptual changes after initial approval
• Revisions beyond the included number
• Changes to project scope or deliverables
• New pages, sections, or design elements

6.3 Acceptance and Approval Process

Client acceptance terms:

• Client has 7 business days to review and provide feedback
• Lack of response within 7 days constitutes approval
• Approved work cannot be revised without additional charges
• Final approval must be provided in writing (email acceptable)

7. Project Timeline

7.1 Delivery Schedule

Project timelines are estimates based on the Client providing feedback and approvals according to the agreed schedule.

7.2 Delays

Delays caused by the Client (late feedback, additional requirements, etc.) may result in adjusted delivery dates and potential additional costs.

8. Warranties, Disclaimers, and Limitation of Liability

8.1 Warranties

We warrant that:

• Services will be performed with professional skill and care
• Work will be original and not infringe third-party rights
• We have authority to enter into this agreement

8.2 Disclaimers

EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, OR NON-INFRINGEMENT.

8.3 Limitation of Liability

Our total liability is limited as follows:

• Maximum liability: total fees paid for the specific project
• No liability for indirect, consequential, or punitive damages
• No liability for lost profits, data, or business opportunities
• Claims must be made within 12 months of project completion

9. Confidentiality

We agree to keep all Client information confidential and will not disclose it to third parties without written consent, except as required by law or to fulfill our obligations under the project agreement.

10. Termination and Cancellation

10.1 Termination by Client

Client termination terms:

• Requires 14 days written notice
• Payment due for all completed work
• Deposit is non-refundable in all circumstances
• Cancellation fee: 25% of remaining project value
• Client receives work completed to termination date only

10.2 Termination by 2Rdesign OÜ

We may terminate immediately for:

• Non-payment after 30 days of invoice date
• Material breach of agreement terms
• Abusive or unprofessional conduct
• Requests for illegal or unethical work

10.3 Effect of Termination

Upon termination:

• All outstanding payments become immediately due
• Work-in-progress files remain our property until payment
• Portfolio rights continue per section 4.3
• Confidentiality obligations survive termination

11. Force Majeure

Neither party shall be liable for any failure to perform due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, pandemic, or government regulations.

12. Client Indemnification

Client agrees to indemnify and hold harmless 2Rdesign OÜ from any claims, damages, or expenses arising from:

• Client's use of delivered work beyond agreed scope
• Infringement claims related to Client-provided materials
• Client's breach of these terms or project agreement
• Misrepresentation of rights to materials provided to us
• Client's business operations using our deliverables

13. Compliance and Export Controls

13.1 Sanctions Compliance

Client warrants compliance with all applicable laws and represents that:

• Client is not subject to EU, US, or UN sanctions
• Services will not support sanctioned activities or entities
• Payment sources comply with anti-money laundering laws
• No involvement with prohibited parties or countries

13.2 CIS Market Considerations

For clients in CIS countries, additional terms apply:

• Client responsible for local regulatory compliance
• Currency controls and payment restrictions are Client's responsibility
• Import duties on design services handled by Client
• Local content requirements compliance by Client

14. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Estonia. Any disputes shall be resolved exclusively in the courts of Estonia. Estonian law applies regardless of conflict of law principles.

15. Modifications

These Terms may be updated from time to time. Continued use of our services after changes constitutes acceptance of the revised Terms.

16. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

17. Contact Information

For questions about these Terms, please contact us at: