Terms and Conditions

Last updated

1. Acceptance of Terms

These Terms and Conditions apply to services provided by Onpolar OÜ, registry code 14384702, VAT number EE102370845, registered at Jõe tn 7-30, 10151 Tallinn, Estonia (“Onpolar,” “we,” “us,” or “our”). By engaging Onpolar for any services, you (“Client,” “you,” or “your”) agree to be bound by these Terms and Conditions. If you do not agree to these terms, please do not use our services.

Our services are offered to businesses and other organizations only, not to consumers. By engaging us you confirm that you act in the course of your business or profession.

2. Services

Onpolar provides growth and technology services to businesses, including:

  • AI agents and AI sales agents, including outbound prospecting, lead qualification and booking;
  • AI video production, including brand films, product explainers and short-form ads;
  • paid advertising campaigns on platforms such as LinkedIn, Google, Meta and YouTube;
  • website and e-commerce development, including search engine and generative engine optimization;
  • mobile app, SaaS and other custom software development;
  • API integrations and data pipelines; and
  • technical and AI product consulting, reviews and audits.

The specific scope, deliverables, timeline, and fees for each engagement will be defined in a separate Statement of Work (SOW) or service agreement mutually agreed upon by both parties. If the SOW and these terms conflict, the SOW prevails for that engagement.

Third-party platforms. Some services run on platforms we do not control, such as advertising networks, AI model providers, app stores, payment and hosting providers. Their own terms and policies apply. Unless the SOW says otherwise, advertising spend, platform fees and usage costs are paid by the Client directly or reimbursed to Onpolar, and are separate from our fees. Onpolar is not responsible for changes, outages, ad rejections or account decisions made by those platforms.

Results. Campaign performance, lead and meeting volumes, search rankings and citations by AI assistants depend on factors outside our control. Onpolar does not guarantee specific results unless a guarantee is written into the SOW.

AI-generated content. Some deliverables, including videos, images, copy and agent responses, are created with the help of generative AI tools and reviewed by our team. The Client is responsible for approving deliverables before they are published or used, including the accuracy of any claims about its products and services, and for having the rights to any materials it provides to us.

We reserve the right to modify or discontinue any aspect of our services at any time, provided that any changes to an active engagement will be communicated and agreed upon in writing.

3. Client Responsibilities

You agree to provide timely access to any resources, information, systems, and feedback reasonably necessary for us to perform the agreed-upon services. Delays caused by the Client may impact project timelines and deliverables.

4. Data Protection

Our own processing. Onpolar is the controller of the personal data it processes to run its own business, such as the contact details of the Client’s representatives, correspondence and invoicing data. Our Privacy Policy describes that processing.

Processing on the Client’s behalf. Where a service involves personal data that the Client controls — for example prospect lists for AI sales agents, enquiries handled by an AI agent, campaign audiences or CRM records in an integration — the Client is the controller and Onpolar acts as its processor. The parties will then conclude a data processing agreement that meets Article 28 of the General Data Protection Regulation (EU) 2016/679 (GDPR) before that processing starts. The Client is responsible for having a lawful basis for the processing it instructs, including any outbound contact with prospects, and for informing the people concerned.

5. Intellectual Property

Upon full payment, all custom work product created specifically for the Client under a Statement of Work shall be assigned to the Client. Onpolar retains ownership of any pre-existing tools, libraries, frameworks, or methodologies used during the engagement.

Onpolar may use general knowledge, techniques, and experience gained during an engagement for future projects, provided that no confidential information is disclosed.

6. Confidentiality

Both parties agree to keep confidential any proprietary or non-public information disclosed during the engagement. This obligation survives termination of the agreement and remains in effect for a period of two (2) years following termination.

7. Payment Terms

Payment terms, including fees, billing schedule, and payment methods, will be outlined in the applicable Statement of Work or service agreement. Unless otherwise specified, invoices are due within 14 days of issue. Late payments may be subject to a fee of 1.5% per month on the outstanding balance.

8. Limitation of Liability

To the maximum extent permitted by law, Onpolar’s total liability for any claims arising out of or related to our services shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim.

In no event shall Onpolar be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities.

These limitations do not apply to liability that cannot be limited or excluded by law, including liability for intentional breach.

9. Warranties

Onpolar warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for this express warranty, services are provided “as is” without warranties of any kind, whether express or implied.

10. Termination

Either party may terminate an engagement with 30 days’ written notice. Upon termination, the Client shall pay for all work completed up to the termination date. Onpolar will deliver all completed work product upon receipt of final payment.

11. Governing Law

These terms shall be governed by and construed in accordance with the laws of the Republic of Estonia. Any disputes arising under these terms shall be resolved through good-faith negotiation or, if that fails, by Harju County Court (Harju Maakohus) in Tallinn as the court of first instance.

12. Changes to These Terms

We may update these Terms and Conditions from time to time. The updated version will be indicated by a revised “Last updated” date. Changes do not alter a signed Statement of Work. Continued use of our services after changes constitutes acceptance of the revised terms.

13. Contact

If you have any questions about these Terms and Conditions, please contact us at info@onpolar.com or +372 608 4910.