IT consulting agreement

IT CONSULTANCY AGREEMENT

This IT consultancy agreement (hereinafter the "Agreement") is entered into in [City where the contract is signed] on [Contract date] between the following parties:

1. PARTIES

1.1 Consultant:
[Consultant's name / company]
(hereinafter the "Consultant")

1.2 Client:
[Client's name / company]
(hereinafter the "Client")

2. SCOPE OF THE CONSULTANCY

2.1 Type of consultancy:
[Type of consultancy]

2.2 Scope of the consultancy: [Description of the scope of the consultancy]. The scope of the consultancy does not include the execution/implementation of the recommendations unless this has been separately agreed in writing — the risk associated with implementing the recommendations lies with the Client.

2.3 The Consultant shall provide the service to the Client loyally, in accordance with the Agreement, applicable legislation and good practice recognised in the IT field, and at the level of generally recognised professional skills (Law of Obligations Act (VÕS) § 620). The Consultant is liable for acting with due diligence and not for achieving a specific result.

2.4 The Consultant shall itself decide on the manner and time of providing the service and, unless on-site work has been agreed, also the place, shall use its own work equipment (except for access issued by the Client) and may also provide services to other clients. The Agreement does not create an employment relationship; the provisions concerning employment contracts do not apply to a contract under which the person doing the work is independent to a significant extent in choosing the manner, time and place of performing the work (Employment Contracts Act (TLS) § 1 lg 4).

2.5 The Client shall provide the Consultant in good time with the necessary information, documentation, access and contact persons and is responsible for their accuracy. The Consultant is not liable for conclusions resulting from incorrect or incomplete information provided by the Client.

3. DELIVERABLES

3.1 List of deliverables:
[List of deliverables]
Type of engagement: [Type of engagement].

3.2 The Consultant shall inform the Client of all material circumstances related to the provision of the service and shall, at the Client's request, provide information on the provision of the service (VÕS § 624), and shall deliver to the Client everything the Consultant has received or created for the Client in providing the service (VÕS § 626 lg 1).

3.3 The deliverables shall be delivered in a form which can be reproduced in writing. If a deliverable does not correspond to the agreed scope, the Client shall give notice thereof within a reasonable time, and the Consultant shall supplement the deliverable within the agreed scope.

4. FEE

4.1 Type of fee: [Type of fee]; amount [Amount of the fee (€)] euros. Estimated number of hours: [Estimated number of hours/days].

4.2 In the case of an hourly or daily rate, the Consultant shall submit together with the invoice a time report showing the work performed and the time spent on it. The Consultant shall notify the Client in advance of any significant overrun of the estimated volume, and exceeding the volume requires the Client's consent.

4.3 The Client shall pay the Consultant's invoice within the time limit specified in the invoice. In the event of delay in payment of the fee, the Consultant may claim late payment interest at the statutory rate (VÕS § 113 lg 1). If the Consultant is a natural person who does not act as a sole proprietor, and the Client is a resident legal person or a sole proprietor (Income Tax Act (TuMS) § 40 lg 1), the Client must withhold income tax and other withholdings from the fee in accordance with the law and pay social tax and the payer's unemployment insurance contribution on the fee.

5. ON-SITE WORK

5.1 Unless the Parties have agreed on on-site work, the service shall be provided at a place chosen by the Consultant, including remotely. On-site work at the Client's premises required: [Is on-site work required?]. Coverage of travel expenses: [Coverage of travel expenses]. When working on site, the Consultant shall comply with the Client's safety and security requirements of which the Client has informed the Consultant.

6. ACCESS TO SYSTEMS AND DATA PROTECTION

6.1 The Consultant shall use the Client's systems only through user accounts issued by the Client and only for providing the service. Access required by the Consultant:
[Access to systems required]

6.2 The Consultant shall keep user credentials and passwords secret, shall not give them to third parties and shall notify the Client without delay of any security incident or suspicion thereof. The Client shall remove the access rights upon termination of the Agreement, and the Consultant shall return or delete the data and data carriers delivered to it.

6.3 If, in providing the service, the Consultant gains access to personal data processed by the Client, the Consultant acts as a processor (Article 28 of the General Data Protection Regulation (EU) 2016/679): it processes personal data only for the performance of the Agreement and in accordance with the Client's instructions, grants access only to persons bound by a confidentiality obligation who need it for the performance of their duties, applies appropriate organisational, physical and information-technology security measures, does not transfer personal data outside the European Economic Area without the Client's express written consent, and deletes the personal data and copies thereof within 30 calendar days after the termination of the Agreement, unless legislation requires their retention. If necessary, the Parties shall enter into a separate data processing agreement.

7. CONFIDENTIALITY

7.1 Non-disclosure agreement (NDA) required: [Is a non-disclosure agreement (NDA) required?]. The Parties undertake to keep secret the Client's infrastructure, security vulnerabilities and business data with which the Consultant comes into contact in the course of the consultancy. The Consultant shall disclose the results of security assessments and the vulnerabilities discovered only to the Client.

7.2 The obligation of secrecy does not apply to information which the Client has permitted to be disclosed or which a Party is obliged to disclose by law. The obligation continues after the termination of the Agreement to the extent necessary to protect the Client's legitimate interests (VÕS § 625).

8. LIABILITY

8.1 The Consultant is not liable for the reliability or performance of the Client's systems or for the manner in which the Client implements the Consultant's recommendations; the Client itself makes decisions on the basis of the recommendations.

8.2 The result of a security assessment or audit reflects the state of the system at the time of the assessment and does not guarantee that the system contains no other vulnerabilities. The Consultant shall carry out security tests (e.g. penetration tests) only with the Client's prior written permission and to the agreed extent.

8.3 A Party shall be liable for breach of obligations arising from the Agreement, unless the breach is excusable (VÕS § 103). The injured Party has the right to claim compensation for both direct patrimonial damage and loss of profit (VÕS § 128). An agreement which excludes or limits liability for an intentional breach of an obligation is void (VÕS § 106 lg 2). The limitations provided in clauses 8.1–8.2 do not apply to damage caused intentionally or through gross negligence.

9. INTELLECTUAL PROPERTY

9.1 Ownership of the intellectual property in reports, diagrams and strategies: [Ownership of intellectual property]. The Consultant retains the right to use its general methodology also with other clients.

9.2 The Client may use the deliverables in its activities, including by giving them to its employees and contractual partners. If the author's economic rights in the deliverables pass to the Client, this takes place upon full payment of the fee. The author's moral rights (Copyright Act (AutÕS) § 12) remain with the author; an agreement on the transfer of economic rights must be in written form (AutÕS § 49 lg 1).

10. TERMINATION

10.1 Either Party may cancel the Agreement in the ordinary manner, with the following notice period: [Notice period for cancellation]. The Consultant may cancel an Agreement entered into for an unspecified term only on condition that the Client can obtain the service in another manner (VÕS § 630 lg 2).

10.2 Either Party may cancel the Agreement without observing the notice period if, taking into account all the circumstances and the interests of both Parties, the continuation of the Agreement until the expiry of the notice period or of the term of the Agreement cannot be expected (VÕS § 631).

10.3 Upon termination of the Agreement, the Consultant shall submit a report on the work done and deliver the completed deliverables. If the Agreement terminates before the service is completed, the Consultant is entitled to a reasonable part of the fee, taking into account what has already been done and the benefit accruing to the Client therefrom (VÕS § 629).

11. FORCE MAJEURE

11.1 A breach of obligations arising from the Agreement is excusable if a Party breached the obligation due to force majeure, i.e. a circumstance which the Party could not influence and, based on the principle of reasonableness, the Party could not be expected to take into account at the time of entering into the Agreement, or to avoid or overcome the circumstance or its consequences (VÕS § 103). A Party shall notify the other Party of circumstances of force majeure immediately, and time limits shall be extended by the duration of the effect of force majeure.

12. NOTICES

12.1 Notices related to the Agreement which have legal consequences shall be given to the other Party in writing or in a form which can be reproduced in writing (including by e-mail) at the address which the Party has notified to the other Party in writing. A Party shall notify any change in its contact details without delay.

13. DISPUTE RESOLUTION

13.1 Disputes arising from this Agreement shall be resolved primarily through negotiations and, failing agreement, through the Estonian courts, applying the law of the Republic of Estonia.

14. FINAL PROVISIONS

14.1 Amendments and supplements to the Agreement shall be made in writing or in a form which can be reproduced in writing and shall enter into force once both Parties have confirmed them. A Party may not transfer the rights and obligations arising from the Agreement to a third party without the prior written consent of the other Party.

14.2 If any provision of the Agreement is or becomes invalid, this shall not affect the validity of the remaining provisions. The Agreement (together with its annexes) constitutes the entire agreement between the Parties and enters into force once both Parties have signed it.

15. LEGAL BASIS

15.1 This Agreement is an authorisation agreement within the meaning of § 619 et seq. of the Law of Obligations Act — the Consultant gives recommendations and assessments and does not guarantee a specific result. The provisions of the Law of Obligations Act on authorisation agreements (§ 619–634) and its general part apply to the Agreement.