TERMS AND CONDITIONS
SOFT INDUSTRY ALLIANCE OÜ
www.soft-industry.com
Last updated: January 2026
1. Introduction
These Terms and Conditions (“Terms”, “Agreement”) govern your access to and use of the website located at www.soft-industry.com (the “Website”) and all services offered by SOFT INDUSTRY ALLIANCE OÜ (“Company”, “we”, “our”, “us”), a company registered in the Republic of Estonia under registration number EE102472099, with its registered office at Kaupmehe tn 7-120, 10114, Tallinn, Harju maakond, Estonia.
By accessing or using our Website and/or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree with any part of these Terms, you must not use our Website or services.
These Terms apply to all users of the Website and all Clients globally, including those located in the European Union, the United Kingdom, and the United States of America. Where applicable law in your jurisdiction provides you with rights that cannot be waived or excluded by contract, nothing in these Terms shall limit or exclude those rights.
2. Definitions
For the purposes of these Terms, the following definitions apply:
• “Client” or “You” refers to any individual, business, or organisation that accesses the Website or engages the Company for services.
• “Services” refers to all software development, IT staffing, dedicated team, web development, mobile application development, testing & QA, DevOps, and AI/ML services provided by the Company.
• “Deliverables” means any software, documentation, code, reports, or other work product created by the Company in the course of providing Services.
• “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, database rights, and any other intellectual property rights, whether registered or unregistered.
• “Personal Data” has the meaning assigned to it under the General Data Protection Regulation (EU) 2016/679 (“EU GDPR”) and, where applicable, the UK GDPR as defined in the Data Protection Act 2018 (“UK GDPR”).
• “Confidential Information” means any information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
• “AI/ML Services” means services involving the development, training, deployment, or integration of artificial intelligence or machine learning systems, models, or components.
3. Services
3.1 Scope of Services
Soft Industry Alliance LLC provides the following professional IT services:
• Enterprise Software Solutions: development and integration of enterprise-grade software systems;
• Web Development: full-cycle web application development using Java, .NET, PHP, and modern JavaScript frameworks;
• Mobile Application Development: iOS, Android, and cross-platform mobile application development;
• Dedicated Development Teams: provision of skilled software engineers and IT professionals on a dedicated team model;
• Testing & Quality Assurance: comprehensive testing services for web, mobile, and desktop applications;
• DevOps Services: infrastructure setup, CI/CD configuration, server administration, and system monitoring;
• Artificial Intelligence & Machine Learning: AI/ML development, NLP, computer vision, MLOps, and data analytics;
• IT Staffing: recruitment and placement of pre-vetted IT specialists.
3.2 AI Systems — Additional Terms (EU AI Act Compliance)
Where the Company provides AI/ML Services that result in the development or deployment of AI systems within the scope of Regulation (EU) 2024/1689 (the “EU AI Act”), the following additional terms apply:
• The Company will inform the Client of the risk classification of any AI system developed under a service agreement, to the extent reasonably determinable at the time of engagement;
• The Company will provide reasonable technical documentation and transparency information required under the EU AI Act for high-risk AI systems, as agreed in the applicable Statement of Work;
• The Client, as the deployer of any AI system delivered by the Company, acknowledges its own obligations under the EU AI Act and applicable national implementing legislation;
• AI systems developed by the Company will not intentionally incorporate subliminal manipulation techniques or exploit vulnerabilities of specific groups, in compliance with the EU AI Act’s prohibited practices provisions.
3.3 Service Agreements
The specific scope, timeline, deliverables, and commercial terms for any particular engagement shall be set out in a separate Statement of Work (“SOW”), Service Level Agreement (“SLA”), or other written agreement executed between the Company and the Client. In the event of any conflict between these Terms and a specific service agreement, the terms of the specific agreement shall prevail.
3.4 Modifications to Services
The Company reserves the right to modify, suspend, or discontinue any aspect of its Services at any time, with reasonable prior notice to affected Clients. The Company will make reasonable efforts to minimise disruption to ongoing engagements.
4. Intellectual Property Rights
4.1 Client-Commissioned Deliverables
Unless otherwise agreed in writing, upon full receipt of all applicable fees, the Company assigns to the Client all Intellectual Property Rights in custom Deliverables specifically created for the Client under a service agreement.
4.2 Pre-Existing IP and Third-Party Components
The Company retains full ownership of all pre-existing intellectual property, including but not limited to: proprietary frameworks, tools, methodologies, libraries, templates, and know-how developed independently of the Client’s project. Where Deliverables incorporate third-party open-source components, their respective licences shall apply and the Company shall notify the Client accordingly.
4.3 Website Content
All content published on the Website, including but not limited to text, graphics, logos, icons, images, portfolio materials, case studies, and software, is the exclusive property of Soft Industry Alliance LLC or its content suppliers and is protected by applicable copyright and intellectual property laws. Any unauthorised reproduction, distribution, or use of Website content is strictly prohibited.
4.4 Licence to Use Website
The Company grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website solely for your personal or internal business purposes, in accordance with these Terms.
4.5 DMCA / Copyright Infringement Notice (Applicable to US Users)
If you believe that any content on the Website infringes your copyright under the Digital Millennium Copyright Act (17 U.S.C. §512), please send a written notice to info@soft-industry.com including: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the allegedly infringing material and its location on the Website; (c) your contact information; (d) a statement of good faith belief that the use is not authorised; and (e) a statement of accuracy under penalty of perjury. The Company will respond to valid DMCA notices in accordance with applicable law.
5. Confidentiality
Each party agrees to maintain the strict confidentiality of the other party’s Confidential Information and to use such information solely for the purposes of the service engagement. This obligation shall survive the termination of any agreement for a period of five (5) years.
Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing party gives prompt prior written notice.
The Company may reference the Client’s name and a general description of the project in its portfolio, marketing materials, and case studies unless the Client expressly objects in writing.
6. Data Protection and Privacy
6.1 General
The Company is committed to protecting personal data in accordance with applicable data protection legislation, including the EU General Data Protection Regulation (EU) 2016/679 (“EU GDPR”), the UK GDPR as incorporated into UK law by the Data Protection Act 2018 (“UK GDPR”), and, where applicable, the California Consumer Privacy Act as amended by the California Privacy Rights Act (“CCPA/CPRA”) and other applicable US state privacy laws. Our full data protection practices are set out in our Privacy Policy, available at www.soft-industry.com/privacy-policy.
6.2 Lawful Basis for Processing (EU & UK)
Where the Company acts as a data controller, it processes personal data only where a lawful basis exists under Article 6 of the EU GDPR / UK GDPR. The primary lawful bases relied upon are:
• Performance of a contract (Art. 6(1)(b)): processing necessary to respond to your enquiries, provide Services, or take pre-contractual steps at your request;
• Legitimate interests (Art. 6(1)(f)): processing for our business communications, improving our services, and Website analytics, where such interests are not overridden by your rights;
• Compliance with a legal obligation (Art. 6(1)(c)): processing required by applicable law or regulation;
• Consent (Art. 6(1)(a)): where you have given freely given, specific, informed, and unambiguous consent, such as for marketing communications. You may withdraw consent at any time.
6.3 Your Rights under EU GDPR and UK GDPR
If you are located in the European Economic Area or the United Kingdom, you have the following rights in relation to your personal data: the right to access; the right to rectification; the right to erasure (“right to be forgotten”); the right to restriction of processing; the right to data portability; the right to object to processing; and rights related to automated decision-making and profiling under Article 22 EU GDPR / UK GDPR.
To exercise any of these rights, please contact us at info@soft-industry.com. EU residents may also lodge a complaint with the Estonian Data Protection Inspectorate (Andmekaitse Inspektsioon, www.aki.ee). UK residents may lodge a complaint with the UK Information Commissioner’s Office (ICO, www.ico.org.uk).
6.4 California Residents — CCPA/CPRA Rights
If you are a California resident, you have the following rights under the CCPA/CPRA: (a) the right to know what personal information is collected, used, shared, or sold; (b) the right to delete personal information we have collected about you, subject to certain exceptions; (c) the right to opt-out of the sale or sharing of your personal information (the Company does not sell personal information); (d) the right to non-discrimination for exercising your CCPA/CPRA rights; and (e) the right to correct inaccurate personal information. To submit a verifiable consumer request, please contact us at info@soft-industry.com.
6.5 International Data Transfers
Where the Company transfers personal data from the European Economic Area or the United Kingdom to countries not recognised as providing an adequate level of data protection, such transfers are made subject to appropriate safeguards, including Standard Contractual Clauses (SCCs) approved by the European Commission or the UK Secretary of State, as applicable. Further information on the safeguards in place for international data transfers is available upon request.
6.6 Data Retention
The Company retains personal data only for as long as necessary to fulfil the purposes for which it was collected, including for the purposes of satisfying any legal, accounting, or reporting requirements. Contact and enquiry data is typically retained for no longer than three (3) years from the date of last interaction. Client contractual data is retained for the duration of the engagement and for seven (7) years thereafter, in accordance with Estonian statutory limitation periods. Detailed retention periods are set out in the Privacy Policy.
6.7 Data Processing Agreements
Where the Company processes personal data on behalf of a Client, the parties shall enter into a separate Data Processing Agreement (DPA) in accordance with Article 28 of the EU GDPR / UK GDPR prior to commencement of such processing.
7. Fees and Payment Terms
Specific fees and payment schedules are defined in individual service agreements or SOWs. Unless otherwise specified:
• Invoices are due and payable within thirty (30) calendar days from the invoice date;
• All prices are stated in Euros (EUR) unless otherwise agreed in writing in a specific service agreement. Currency conversion costs, if any, are borne by the Client;
• All prices are exclusive of applicable taxes. Clients located in the European Union may be subject to VAT at the prevailing rate. Clients located outside the EU are responsible for any applicable taxes, duties, or withholding obligations in their own jurisdiction;
• Late payments shall accrue interest at the rate of 0.05% per day from the due date until full payment is received, without prejudice to any other rights or remedies;
• The Company reserves the right to suspend Services in the event of overdue payments exceeding thirty (30) days;
• Any disputed invoices must be raised in writing within ten (10) business days of receipt.
8. Warranties and Disclaimers
8.1 Company Warranties
The Company warrants that: (a) it will perform Services with reasonable care, skill, and diligence in accordance with industry standards; (b) it has the right to enter into agreements with Clients and to provide the Services; and (c) the Deliverables will substantially conform to the agreed specifications at the time of delivery.
8.2 Website Disclaimer
THE WEBSITE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. THIS DISCLAIMER APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING THE LAWS OF ANY STATE OF THE UNITED STATES.
9. Limitation of Liability
To the maximum extent permitted by applicable law:
• The Company’s total aggregate liability to a Client arising out of or in connection with any service engagement shall not exceed the total fees paid by the Client to the Company in the six (6) months immediately preceding the event giving rise to the claim;
• Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or reputational damage, even if advised of the possibility of such damages;
• Nothing in these Terms shall limit or exclude liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) wilful misconduct or gross negligence (grobe Fahrlässigkeit / faute lourde) by either party; (iv) any liability that cannot be excluded or limited by applicable law, including the rights of consumers under UK Consumer Rights Act 2015 or equivalent EU consumer protection legislation.
For Clients located in the United Kingdom, if you are a consumer (not acting in the course of a business), nothing in these Terms affects your statutory rights under UK law, including the Consumer Rights Act 2015.
10. Indemnification
You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your use of the Website or Services in violation of these Terms; (b) your breach of any
representations or warranties; (c) your infringement of any third-party rights, including Intellectual Property Rights; or (d) any content or data you provide to the Company.
This indemnification obligation shall not apply to Clients acting as consumers under applicable consumer protection law, where such an obligation would be unenforceable or void.
11. Export Controls and Sanctions Compliance
The Services and any software or technology provided by the Company may be subject to export control laws and regulations, including but not limited to: the EU Dual-Use Regulation, US Export Administration Regulations (EAR), and applicable economic sanctions administered by the US Office of Foreign Assets Control (OFAC), the EU, and the UK Office of Financial Sanctions Implementation (OFSI).
By engaging the Company’s Services, you represent and warrant that: (a) you are not located in, under the control of, or a national or resident of any country subject to applicable trade embargoes; (b) you are not on any applicable list of prohibited or restricted parties; and (c) you will comply with all applicable export control and sanctions laws in connection with your use of the Services and any Deliverables.
12. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms or any service agreement to the extent that such delay or failure is caused by circumstances beyond that party’s reasonable control, including but not limited to: acts of God, natural disasters, war, armed conflict (including the ongoing armed conflict affecting Ukraine), government actions, pandemics, cyberattacks on critical infrastructure, or prolonged power or internet outages.
The affected party shall promptly notify the other party of the force majeure event and its expected duration, and shall use reasonable efforts to mitigate its effects. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected service engagement on written notice, without penalty.
13. Termination
Either party may terminate a service agreement in accordance with the termination provisions set out therein. In the absence of specific provisions:
• Either party may terminate for convenience upon thirty (30) days’ written notice;
• Either party may terminate immediately upon written notice in the event of the other party’s material breach that remains uncured after fifteen (15) business days’ written notice;
• Either party may terminate immediately if the other party becomes insolvent, is subject to insolvency proceedings, or ceases to carry on business.
Upon termination, the Client shall pay all fees due for work completed up to the date of termination, and the Company shall deliver all completed or partially completed Deliverables to the Client. The provisions of these Terms that by their nature should survive termination shall do so, including Sections 4, 5, 6, 8, 9, and 14.
14. Governing Law and Dispute Resolution
14.1 Governing Law
These Terms and any service agreements entered into pursuant hereto shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Notwithstanding the foregoing: (a) UK Clients who are consumers retain the protection of mandatory provisions of UK law that cannot be excluded by choice of foreign law, including the Consumer Rights Act 2015; (b) EU Clients who are consumers retain the protection of mandatory provisions of the law of their country of habitual residence under the Rome I Regulation (EC) No 593/2008; and (c) California Clients retain any rights under the CCPA/CPRA that cannot be waived by contract.
14.2 Dispute Resolution — Business Clients (B2B)
In the event of any dispute, controversy, or claim arising out of or relating to these Terms or any service agreement between business Clients, the parties shall first attempt to resolve the matter through good-faith negotiations within thirty (30) calendar days of written notice of the dispute. If unresolved, the dispute shall be submitted to the exclusive jurisdiction of the courts of Tallinn, Estonia.
14.3 Dispute Resolution — Consumer Clients
If you are a consumer located in the European Union, you may have the right to use the EU Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr. If you are a consumer located in the United Kingdom, you may contact the Citizens Advice Bureau (www.citizensadvice.org.uk) or refer your dispute to an appropriate Alternative Dispute Resolution (ADR) provider. Nothing in this section prevents you from bringing a claim in the courts of your country of residence.
15. Acceptable Use of Website
You agree not to use the Website for any purpose that is unlawful or prohibited by these Terms. Specifically, you must not:
• Use the Website in any way that could damage, disable, overburden, or impair it;
• Attempt to gain unauthorised access to any part of the Website or its related systems;
• Transmit any unsolicited commercial communications or malicious code;
• Use automated tools to scrape, crawl, or harvest data from the Website without prior written consent;
• Reproduce, duplicate, copy, sell, or exploit any portion of the Website without express written permission.
16. Third-Party Links and Services
The Website may contain links to third-party websites, platforms, or services that are not owned or controlled by the Company. The Company has no control over and assumes no
responsibility for the content, privacy policies, or practices of any third-party websites. We strongly advise you to review the Terms and Privacy Policy of every third-party website you visit.
17. Changes to These Terms
The Company reserves the right to modify or replace these Terms at any time. When material changes are made, the Company will: (a) update the “Last updated” date at the top of this document; (b) provide at least thirty (30) days’ advance notice to registered contacts via email or prominent notice on the Website before the changes take effect for existing Clients; and (c) for changes that materially affect your rights, seek your affirmative acceptance where required by applicable law.
For new Website visitors, continued use of the Website following the posting of updated Terms constitutes acceptance of those changes. If you do not agree with the modified Terms, you should discontinue use of the Website and Services and notify us in writing. Consumer rights under EU and UK law to object to unilateral variation of contract terms are expressly preserved.
18. Severability and Entire Agreement
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
These Terms, together with any applicable service agreement, SOW, and Data Processing Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties.
19. Non-Solicitation
During the term of this Agreement and for a period of twelve (12) months thereafter, the Client shall not, without the prior written consent of the Company, directly or indirectly, solicit, induce, recruit, or encourage any of the Company’s employees or independent contractors to leave their employment or engagement with the Company, or hire any such person who was involved in the provision of Services to the Client during the twelve (12) months preceding such solicitation or hiring.
In the event of a breach of this provision, the Client shall pay to the Company a liquidated damages fee equal to one hundred percent (100%) of the relevant individual’s annual gross salary or fees as at the date of the breach. The parties acknowledge that this sum represents a genuine pre-estimate of the loss likely to be suffered by the Company in recruiting and training a replacement.
19.1 User-Generated Content
The Website may permit users to submit content through contact forms, feedback forms, or other interactive features (“User Content”). By submitting User Content, you grant the Company a non-exclusive, royalty-free licence to use, display, and process such content solely for the purpose of responding to your enquiry or improving our Services.
The Company accepts no responsibility or liability for any User Content submitted through the Website, including its accuracy, legality, or appropriateness. You represent and warrant that any User Content you submit does not violate any applicable law, infringe any third-party rights, or contain any material that is unlawful, defamatory, harassing, or otherwise objectionable.
The Company reserves the right, at its sole discretion and without prior notice, to review, edit, or remove any User Content that it reasonably considers to violate these Terms or applicable law, or that is otherwise inappropriate.
20. Contact Information
If you have any questions about these Terms and Conditions, please contact us:
Soft Industry Alliance LLC
Kaupmehe tn 7-120, 10114 Tallinn, Harju maakond, Estonia
Email: info@soft-industry.com
Phone: +372 699 1587
Website: www.soft-industry.com
