Contract for work

CONTRACT FOR WORK

This contract for work (hereinafter the "Agreement") has been entered into in [City where the contract is signed] on [Contract date] between the following parties: Agreement number: [Agreement number (if used)].

1. PARTIES

1.1 Customer:
[Customer's name]
Registry code / personal identification code: [Customer's registry code / personal identification code]
Representative: [Customer's representative (if a legal person)]
(hereinafter the "Customer")

1.2 Contractor:
[Contractor's name]
Registry code / personal identification code: [Contractor's registry code / personal identification code]
Status (for tax treatment): [Status of the contractor (for tax treatment)]
Representative: [Contractor's representative (if a legal person)]
(hereinafter the "Contractor")

2. DESCRIPTION AND SCOPE OF THE WORK

2.1 Type of work: [Type of work].

2.2 The Contractor undertakes to perform the following work and achieve the agreed result (hereinafter the "Work"): [Description of the work (the result to be achieved)]. The Customer undertakes to pay the fee agreed in the Agreement for the Work (Law of Obligations Act (VÕS) § 635 (1)).

2.3 The Work also includes works and acts that are not expressly mentioned in the Agreement but which are customarily necessary for the proper performance of the Agreement.

2.4 The Contractor organises the performance of the Work independently, in compliance with the Agreement, the applicable legislation and the reasonable instructions of the Customer.

3. MATERIALS AND COOPERATION OF THE CUSTOMER

3.1 The materials are supplied by the Contractor. The Contractor is liable for the conformity of the materials it has procured with the terms of the Agreement and the purpose of the Work, including for their latent defects (VÕS § 641 (1)).

3.2 The Customer gives the Contractor without delay the instructions and input data necessary for performing the Work. If the Customer is in delay with the cooperation it is obliged to provide, the completion deadline of the Work is extended by the period of the delay and the Contractor may claim compensation for damage caused by the delay (VÕS § 652 (1)).

4. SCHEDULE AND PROGRESS OF THE WORK

4.1 Start date: [Start date]. Completion deadline: [Completion deadline].

4.2 The Contractor notifies the Customer without delay of circumstances that may prevent the timely completion of the Work. If the Contractor has requested instructions and the Customer has failed, without good reason, to give them within a reasonable time, the Contractor may suspend the performance of the Work until the instructions are received. The Customer has the right to review the progress of the Work provided that this does not materially interfere with the performance of the Work.

5. DELIVERY AND ACCEPTANCE

5.1 The Contractor notifies the Customer of the completion of the Work without delay and delivers the Work together with all documents pertaining to the Work (VÕS § 636 (1)). By agreement of the Parties, the Work may be delivered in parts.

5.2 The Customer inspects the Work and accepts it or justifiably refuses to accept it no later than within [Inspection period after delivery (in days)] days after delivery. A Customer acting in its economic or professional activity inspects the Work without delay (VÕS § 643).

5.3 The Parties sign a delivery and acceptance report, in which any defects discovered are also recorded. The Work is deemed accepted upon signature of the report, and also when the result of the Work has actually been delivered to the Customer and the Customer has begun to use it.

5.4 Minor defects that do not prevent the use of the result of the Work are recorded in the report and the Contractor remedies them within a reasonable time. If the Customer unjustifiably fails to accept the completed Work within a reasonable term granted to it for that purpose by the Contractor, the Work is deemed accepted (VÕS § 638).

5.5 The risk of accidental destruction of the Work is borne by the Contractor until the Work is accepted or deemed accepted (VÕS § 640 (2)).

6. FEE AND PAYMENT

6.1 Type of fee: [Type of fee]. Total amount of the fee: [Total amount of the fee (€)] euros.

6.2 Payment schedule: [Payment schedule]. Unless otherwise agreed in the payment schedule, the claim for the fee becomes collectible when the Work has been accepted or is deemed accepted; where the Work is delivered and priced in parts, each part is paid for upon its acceptance (VÕS § 637 (4)).

6.3 The Contractor is a private individual and the fee referred to in clause 6.1 is a gross fee. If the Customer is a resident legal person or a sole proprietor (Income Tax Act (TuMS) § 40 (1)), it must, by law, withhold income tax, the unemployment insurance premium and the mandatory funded pension contribution from the fee and pay social tax and the payer's unemployment insurance premium on the fee.

6.4 In the event of delay in payment of the fee, the Contractor may claim late interest at the statutory rate (VÕS § 113 (1)).

7. COST ESTIMATE AND ADDITIONAL WORKS

7.1 The cost estimate is binding (VÕS § 639 (1)) — the Contractor may not claim a fee exceeding the agreed cost estimate, except for additional works agreed in advance by the Parties.

7.2 The Contractor is entitled to a fee for additional works only if the Parties have agreed in advance, in writing or in a format which can be reproduced in writing, on the description, price and deadline of the additional works.

8. CONFORMITY OF THE WORK, WARRANTY AND DEFECTS

8.1 The Work must conform to the terms of the Agreement. The Work does not conform to the terms of the contract, among other things, if it does not have the agreed characteristics or if it is not suitable for the purpose for which the Customer needs it and of which the Contractor was or should have been aware upon conclusion of the Agreement (VÕS § 641 (1)–(2)).

8.2 The Contractor gives a contractor's warranty of [Warranty period (in months)] months for the Work, starting from the acceptance of the Work. The warranty is presumed to cover all non-conformities of the Work with the terms of the contract that become evident during its period of validity (VÕS § 650 (1)); it does not cover defects caused by ordinary wear and tear, use contrary to the intended purpose or modifications not agreed with the Contractor. The warranty does not replace or shorten the statutory limitation period for claims, which begins upon acceptance of the Work or when it is deemed accepted (VÕS § 651 (1)).

8.3 The Customer notifies the Contractor of a non-conformity of the Work within a reasonable time after it became or should have become aware of it, and in the case of a consumer contract for work within two months (VÕS § 644 (1)); a Customer acting in its economic or professional activity describes the non-conformity with sufficient precision (VÕS § 644 (1)–(2)).

8.4 In the event of non-conformity, the Customer may demand repair of the Work or performance of new Work (VÕS § 646 (1)); the costs are borne by the Contractor (VÕS § 646 (4)). If the Contractor does not repair the Work within a reasonable time, the Customer may repair the Work itself or have it repaired and claim compensation for reasonable expenses (VÕS § 646 (5)). If the contract for work is not a consumer contract, the Customer loses the right to demand repair if it does not demand repair together with the notice of non-conformity or within a reasonable time thereafter (VÕS § 646 (6)).

8.5 If repair or performance of new Work is impossible or fails, or if the Contractor unjustifiably refuses to do it or does not do it within a reasonable time, the Contractor is deemed to have materially breached the Agreement and the Customer may withdraw from the Agreement without granting an additional term (VÕS § 647 (1) and (3)).

8.6 In the case of a consumer contract for work (VÕS § 635 (4)), any agreement derogating to the detriment of the Customer from the provisions on contracts for work and from the legal remedies for breach of contract is void (VÕS § 657 (1)); in such a case, the law applies instead of the relevant term of the Agreement.

9. SUBCONTRACTING

9.1 Use of subcontractors: [Use of subcontractors]. Unless otherwise agreed in the Agreement, the Contractor is not required to perform the obligations arising from the Agreement personally (VÕS § 635 (3)). The Contractor is liable for the activities of subcontractors as for its own activities.

10. INTELLECTUAL PROPERTY

10.1 Ownership of intellectual property: [Ownership of intellectual property]. The Customer has a free and perpetual non-exclusive licence to use the result of the Work for the purpose presumed in the Agreement. If the Customer acquires the rights in the result of the Work, the author's economic rights are transferred to it; the moral rights of the author (Copyright Act (AutÕS) § 12) remain with the author and the Contractor does not exercise them in a manner that prevents the use of the Work. An agreement on the transfer of economic rights must be in writing (AutÕS § 49 (1)).

11. LIABILITY

11.1 A Party is liable for a breach of the obligations arising from the Agreement unless the breach is excused (VÕS § 103). The injured Party has the right to claim compensation for both direct patrimonial damage and loss of profit (VÕS § 128).

12. TERMINATION OF THE AGREEMENT

12.1 The Customer may terminate the Agreement at any time. In that case, the Contractor has the right to claim the agreed fee less what it saved as a result of the termination of the Agreement or what it acquired or could reasonably have acquired by using its labour otherwise (VÕS § 655 (1)); this does not apply if the Customer terminated the Agreement due to a breach of the Agreement by the Contractor (VÕS § 655 (2)).

12.2 The Contractor may terminate the Agreement and claim the part of the fee corresponding to the work performed and compensation for expenses not included in the fee if the Customer is in delay with the cooperation it is obliged to provide and thereby materially breaches the Agreement (VÕS § 652 (2)). Otherwise, the Contractor may not terminate the Agreement at its own discretion; in the event of a material breach of the Agreement by the Customer, it may withdraw from the Agreement (clause 12.3).

12.3 Either Party may withdraw from the Agreement if the other Party has materially breached the Agreement (VÕS § 116).

13. CONFIDENTIALITY

13.1 The Parties do not disclose the content of the Agreement or other information that has become known in the course of performing the Agreement and that may reasonably be considered confidential to third parties without the written consent of the other Party, except in the cases provided by legislation; the obligation also applies after the termination of the Agreement.

14. FORCE MAJEURE

14.1 A breach of an obligation is excused if a Party breached it due to force majeure, i.e. a circumstance which it could not influence and which it could not reasonably be expected to take into account, avoid or overcome upon conclusion of the Agreement (VÕS § 103 (2)). A Party notifies the other Party of force majeure circumstances immediately; in the case of a temporary impediment, the breach is excused only for the duration of the impediment and the completion deadline of the Work and other deadlines are extended by that period (VÕS § 103 (3)).

15. NOTICES

15.1 Notices with legal consequences are submitted in writing or in a format which can be reproduced in writing (including by e-mail) to the address communicated by the other Party. A Party notifies the other Party immediately of any change in its contact details; until then, the previously communicated details apply.

16. DISPUTE RESOLUTION

16.1 Disputes arising from the Agreement are resolved primarily by negotiation; if no agreement is reached, the dispute is resolved in court in accordance with the procedure provided by law.

16.2 The Agreement is governed by the law of [Governing law].

17. FINAL PROVISIONS

17.1 Amendments to the Agreement are made in writing or in a format which can be reproduced in writing. A Party may not transfer rights and obligations arising from the Agreement without the prior written consent of the other Party.

17.2 An invalid provision does not affect the validity of the remaining provisions. The Agreement (together with its annexes) supersedes the Parties' prior agreements relating to the subject matter of the Agreement and enters into force once both Parties have signed it.

18. LEGAL BASIS

18.1 The contract for work is governed by the provisions of the Law of Obligations Act on contracts for work (§§ 635–657) and the general part of the Law of Obligations Act; in respect of results protected by copyright, also by the Copyright Act.