Terms of Service

Article 1 – Scope of Application

1.1. These general terms and conditions of sale and services (the “GTCS”) apply to B2B commercial relationships between Arckipel OÜ (“Arckipel”) and its professional customer (the “Customer”) concerning any of the following: (a) the sale, delivery, installation or integration of interactive Equipment; (b) consulting, design, development, configuration, deployment, integration, support or maintenance of custom software; and (c) subscription access to the arckipel.ai SaaS suite and its Modules.

1.2. The GTCS are available on Arckipel’s website and/or may be provided upon request. They are intended to govern any order placed with Arckipel, except for any specific terms agreed in accordance with Article 3.

1.3. Any order implies that the Customer has read and unreservedly accepts the GTCS. Accordingly, the Customer expressly waives the application of its own general terms and conditions, unless Arckipel has given its prior written consent.

1.4. Any derogation from the GTCS must be expressly accepted in writing by Arckipel and shall, in such case, have only a single and isolated effect, without creating any practice or custom.

1.5. These GTCS apply exclusively to Customers acting for professional purposes (B2B). They are neither a public offer nor consumer terms of sale.

Article 2 – Definitions

For the purposes of these GTCS:

“Quotation” means a commercial document issued by Arckipel describing the scope, price, indicative timelines and specific terms.

“Purchase Order” means a document issued by the Customer accepting an offer/Quotation.

“Order” means the Customer’s commitment formed in accordance with Article 3.

“Specific Terms” means the Quotation, accepted Purchase Order, offer, subscription form or other written agreement accepted by Arckipel that specifies the elements particular to the Order.

“Equipment” means professional interactive kiosks, terminals, touchscreens and other interactive hardware sold or integrated by Arckipel.

“Custom Deliverables” means software, configurations, interfaces, connectors, technical content or other results developed specifically under an Order, excluding pre-existing Arckipel Elements.

“Arckipel Elements” means arckipel.ai and any software, Modules, components, libraries, tools, methods, know-how, templates, firmware and generic elements created or owned by Arckipel before the Order or developed independently of the Customer’s specific requirements.

“SaaS” or “arckipel.ai” means the multi-tenant, modular online software suite operated by Arckipel, accessed over the Internet and composed of separately activatable business Modules. The SaaS may interact with Equipment, applications, APIs and third-party services without being limited to those uses.

“Module” means an arckipel.ai functional capability that may have its own activation, plan, limits and pricing. Subscription to one Module does not automatically provide access to other Modules.

“Maintenance Services” means the support and maintenance services described in Article 9 and/or the Specific Terms, which may include (depending on scope) incident intake, first-level diagnosis, remote corrective actions, warranty/RMA coordination and, where applicable, on-site intervention planning.

“Subscription Service” means the Customer’s temporary right to access and use the subscribed arckipel.ai Modules during the agreed term, subject to the plan, features, organisations, users, devices, kiosks, volumes, storage, consumption or other units set out in the Specific Terms.

“Hardware-Maintenance Linkage” means that where the Subscription Service is used in conjunction with Arckipel-supplied kiosks or other hardware, continuous maintenance is included only for as long as the Subscription Service remains active and fully paid, as further set out in the Specific Terms.

Article 3 – Contractual Documents, Order Formation, Priority

3.1. Arckipel’s supplies and services are strictly limited to those specified:

(i) in the specific terms set out in the Quotation, in the offer issued by Arckipel and/or in the Purchase Order; and/or

(ii) in any written document accepted by Arckipel (including by email).

3.2. Order formation. Any Order submitted to Arckipel must result:

a) either from a written Quotation issued by Arckipel and accepted in writing by the Customer (signature, acceptance email, Purchase Order);

b) or from a Purchase Order issued by the Customer and confirmed in writing by Arckipel.

No order submitted by any other means shall bind Arckipel unless expressly confirmed in writing by Arckipel.

3.3. Priority of documents. In the event of any inconsistency:

(1) specific terms (Quotation/Purchase Order/written agreement); then

(2) these GTCS.

3.4. Any Order accepted in this way is firm and irrevocable for the Customer.

3.5. Any additional service not included in the initial Order must be the subject of a separate order and will be invoiced in addition.

3.6. Identification of the offering. The Quotation or Specific Terms clearly state whether the Order concerns: (a) Equipment and quantities; (b) a custom development project, its phases and Deliverables; (c) a Subscription Service, including activated Modules, plan, applicable units or limits, term, billing frequency and price; or (d) a combination of these offerings. Purchasing Equipment does not automatically include a SaaS subscription, and subscribing to the SaaS does not automatically include Equipment or custom development.

Article 4 – Cancellation

4.1. In the event of cancellation attributable to the Customer, Arckipel may invoice: (i) the actually incurred and non-recoverable costs (supplier order, transport, preparation), and (ii) an additional lump-sum cancellation fee capped at 30% of the net (excl. VAT) amount, only where Arckipel has already committed to the production/purchase of the Equipment or to non-cancellable services, which Arckipel shall substantiate upon request.

4.2. Where a force majeure event within the meaning of Article 12 is duly established, cancellation shall only give rise to reimbursement by the Customer of the costs actually incurred by Arckipel as of the date of the notice of cancellation, upon presentation of supporting documentation.

Article 5 – Lead Times, Delivery, Transport, Insurance

5.1. Delivery lead times are indicative, unless expressly agreed otherwise in the specific terms.

5.2. Unless otherwise agreed in the specific terms, a delay may not justify cancellation or damages unless it is material, attributable to Arckipel, and following a formal notice to remedy that remains without effect within a reasonable period.

5.3. In any event, lead times shall not commence until the Customer has provided Arckipel with all information and documents necessary to perform the Order.

5.4. Delivery and transport arrangements, and where applicable the related costs and logistical conditions, are specified in the Quotation (or in the specific terms).

Article 6 – Transfer of Risk and Retention of Title

6.1. Transfer of risk

a) Where transport is arranged by Arckipel (directly or via a carrier appointed by Arckipel), the risks of loss, theft or damage to the Equipment are transferred to the Customer at the time of delivery to the location indicated in the specific terms:

– after unloading, where unloading is included in the services set out in the Quotation; or

– when made available at the delivery point, where unloading is not included (in which case the Customer bears the unloading operations and the related risks).

b) Where transport is arranged by the Customer (or by a carrier appointed by the Customer), the risks are transferred when the Equipment is handed over to the carrier at the departure point (Arckipel’s premises or the shipping point).

c) Reservations upon delivery. Without prejudice to Article 7 regarding acceptance and apparent defects, the Customer undertakes, where applicable, to make all appropriate reservations with the carrier at the time of delivery and to notify Arckipel within the applicable time limits.

6.2. Retention of title

Title to the goods sold by Arckipel shall transfer to the Customer only after full payment of the price (principal, accessories, interest and any costs). Until full payment, the Customer is prohibited from selling, assigning, pledging, granting security over, transforming or, more generally, impairing by any legal or factual act Arckipel’s title to the Equipment.

Article 7 – Acceptance, Inspection, Claims (Apparent Defects)

7.1. The Customer shall inspect the apparent condition of the goods upon delivery and, in the event of damage or shortage related to transport, immediately make all appropriate reservations with the carrier.

7.2. The Customer shall notify Arckipel in writing of any claim relating to an apparent defect or an apparent non-conformity within forty-eight (48) business hours following delivery. Failing this, delivery shall be deemed accepted without reservation as regards apparent defects.

7.3. Until expiry of this period, the Customer remains the custodian of the goods and bears all risks of loss, theft or deterioration.

Article 8 – Warranty and Assistance

8.1. Depending on the models, the Equipment benefits from the manufacturer’s warranty, the duration and terms of which are specified in the relevant documentation and/or in the specific terms.

8.2. Warranty assistance. During the manufacturer’s warranty period, Arckipel shall provide reasonable assistance to the Customer for opening and following up warranty claims (first-level diagnosis, information collection, logistics coordination), provided that the Customer cooperates and supplies the requested elements.

8.3. Exclusions. The following are excluded from the warranty and/or may be invoiced: damage resulting from abnormal or non-compliant use, breakage, vandalism, power surge, non-compliant environment, unauthorized intervention or modification, integration carried out without Arckipel’s written validation, or failure to comply with installation prerequisites.

8.4. Replacement, repair or return (RMA) procedures, as well as the associated indicative timeframes, depend on the manufacturer and/or the specific terms.

8.5. Custom development. The functional scope, milestones, dependencies, acceptance criteria, timelines and any correction period for Custom Deliverables are set out in the Specific Terms. Unless otherwise agreed, the Customer has ten (10) business days after delivery of a Deliverable to give written notice of reproducible non-conformities against the agreed specifications. If no sufficiently detailed notice is provided within that period, the Deliverable is deemed accepted. Enhancements, scope changes and requests that do not arise from a non-conformity are subject to an additional Quotation.

Article 9 – arckipel.ai Subscription, Support and Maintenance

9.1. Nature of the SaaS. arckipel.ai is a standalone, multi-tenant and modular B2B SaaS product. It centralises business tools accessible through a common platform. Some Modules manage, monitor or enable interactions with kiosks and other devices; others address organisational uses that are independent from hardware. The SaaS may therefore be subscribed to with or without Equipment and with or without custom development.

9.2. Modules and limits. Only the Modules, features, organisations, users, devices, kiosks, volumes, storage, consumption and service levels expressly stated in the Specific Terms are included. Each Module may have its own plan and limits. Access to the platform or to one Module does not provide access to the entire arckipel.ai suite.

9.3. Term and renewal. Unless otherwise stated in the Specific Terms, the initial Subscription Service term is twelve (12) months. Renewal terms and any non-renewal notice period are set out in the Specific Terms. If no automatic-renewal provision is expressly agreed, the subscription ends at the agreed term and renewal requires written agreement by both parties. Early termination for convenience does not release the Customer from amounts committed for the current fixed term unless otherwise agreed in writing.

9.4. Right of use and accounts. Subject to full payment of all amounts due, Arckipel grants the Customer, for the subscription term, a limited, non-exclusive, non-transferable and non-sublicensable right to use the subscribed Modules for its internal business purposes. The Customer is responsible for its accounts, authorised users, access confidentiality and compliance with subscribed limits. It may not resell, rent, share with an unrelated organisation, circumvent limits, reverse engineer or disrupt the SaaS without Arckipel’s prior written consent.

9.5. Evolution and availability. Arckipel may correct, secure, update and evolve the SaaS, provided that it does not materially remove, during a paid term, essential expressly subscribed functionality without offering a reasonable solution. Unless a specific service level is agreed in writing, Arckipel provides the SaaS on a reasonable-efforts basis and does not guarantee uninterrupted availability. Planned maintenance is announced at least forty-eight (48) hours in advance where reasonably possible; this notice does not apply to emergency patches, security incidents or events outside Arckipel’s reasonable control.

9.6. SaaS and hardware support. Arckipel provides an email or portal contact point to receive and track incidents. Unless a different service level is agreed in writing, initial feedback is provided within a maximum of twenty-four (24) business hours, between 9:00 a.m. and 6:00 p.m. Monday to Friday, excluding Estonian public holidays. Initial feedback may consist of a preliminary diagnosis or request for information and is not a guaranteed resolution time.

9.7. Subscription-linked Equipment maintenance. Where expressly included in the Specific Terms, continuous maintenance of Equipment supplied by Arckipel is linked to an active and fully paid Subscription Service. It may include remote diagnosis, reasonable corrective action, warranty/RMA coordination and, where necessary and included, planning an on-site intervention. It excludes consumables, out-of-warranty replacement, breakage, vandalism, abnormal use, non-compliant environments and unauthorised modifications. Such services may be quoted separately.

9.8. Intervention and parts. Where a covered on-site intervention or component replacement is reasonably required, Arckipel aims to propose an intervention plan within seventy-two (72) business hours after receiving all required information and confirming coverage. Actual timing depends on severity, parts, logistics and site access. A functionally equivalent part may replace an unavailable or obsolete part.

9.9. Suspension and termination for breach. In the event of non-payment, a security threat, unlawful use, material excess or circumvention of limits, or another material breach, Arckipel may suspend all or part of the SaaS and linked services after notice, immediately where required by security or law, or after a reasonable cure period in other cases. If the breach is not remedied within thirty (30) days after notice, Arckipel may terminate the Subscription Service without prejudice to outstanding fees and other remedies.

9.10. End of subscription and data. At the end of the Subscription Service, access rights cease and integrations or interactions with Equipment may become unavailable. Upon a request made before termination or during any export period set out in the Specific Terms or DPA, Arckipel will make Customer data available in a reasonably usable format where technically feasible. Data is then deleted or anonymised in accordance with the DPA, privacy policy, legal retention periods and applicable backups. Arckipel is not required to retain data indefinitely after the subscription ends.

Article 10 – Prices, Invoicing, Payment

10.1. Revenue and pricing structure. Depending on the Quotation, Arckipel invoices separately or together: (a) the sale, installation or integration price of Equipment; (b) consulting, design, development, deployment, integration, training, support or custom maintenance fees; and (c) recurring subscription fees for arckipel.ai Modules. There is no single public price applicable to every configuration: pricing depends on the selected products and services, plan, Modules, number of organisations, users, devices or kiosks, volumes, consumption, integrations and service level stated in the Specific Terms. Unless otherwise stated, prices are net of tax in EUR; applicable taxes are added as required by law.

10.2. Equipment and custom-project invoicing. Payment schedules, deposits and billing milestones are stated in the Specific Terms. Unless otherwise stated, Equipment may be invoiced up to 100% before a supplier order or shipment, and custom development may be invoiced by milestone or time spent.

10.3. SaaS invoicing. Unless otherwise stated in the Specific Terms, the subscription is invoiced monthly during the contractual term and payable within seven (7) business days after the invoice date. Monthly invoicing does not turn a fixed twelve (12)-month term into a month-to-month cancellable subscription. Accepted additional Modules, units, overages or services may be invoiced separately at the agreed prices.

10.4. Payment method. Unless another method is stated in the Specific Terms, payment shall be made by bank transfer to the account shown on the invoice. Arckipel does not sell financial services or receive funds on behalf of the Customer’s end users unless expressly agreed as a separate service.

10.5. Suspension for late payment. If payment is not received when due, hardware maintenance linked to the Subscription Service may be suspended after notice. If an invoice remains unpaid more than thirty (30) days after its date, Arckipel may suspend SaaS access and/or terminate the subscription in accordance with Article 9.9.

10.6. Late payment. If payment is not made by the due date, Arckipel may send a reminder. If payment is not made within twenty (20) days following that reminder, late-payment interest will be due as of right, calculated daily until full payment, at the rate applicable to commercial transactions in accordance with applicable law. Where permitted by applicable law, fixed compensation of forty euros (EUR 40) may be claimed for collection costs.

10.7. Non-payment of an invoice on its due date constitutes a material breach and allows Arckipel in particular:

– to suspend any other Order and/or any ongoing contractual relationship;

– to be released from any delivery timeframe for the remaining Equipment to be supplied.

Arckipel may invoke a right of withholding (exceptio non adimpleti contractus) in the event of serious and legitimate concerns regarding the Customer’s insolvency, even if the payment obligation has not yet fallen due.

10.8. Any invoice claim must be communicated in writing to Arckipel within fifteen (15) calendar days after the invoice date, failing which it is deemed accepted, subject to mandatory applicable law. A claim does not relieve the Customer from paying undisputed amounts when due.

Article 11 – Liability

Arckipel’s liability for any non-performance or damage is limited to the total amount invoiced under the relevant Order. In no event shall Arckipel be liable for indirect damages, loss of business, or intangible losses suffered by the Customer or third parties. The Customer remains responsible for the final use of the delivered systems, in particular vis-à-vis users or third-party agents. Arckipel supplies equipment and software “as is”, in accordance with the technical specifications communicated. This limitation does not apply in the event of fraud or gross negligence, bodily injury, a proven infringement of a third party’s intellectual property rights, or mandatory statutory obligations.

Article 12 – Force Majeure

In the event of force majeure, fortuitous event or act of government, Arckipel has the right either to cancel the Order or to suspend its performance, without the Customer being entitled to any compensation whatsoever. Force majeure includes new circumstances that disrupt the economic balance of the Order and make its performance significantly more onerous for Arckipel.

Article 13 – Prohibition of Assignment

The Customer may not assign its rights and obligations arising from an Order concluded with Arckipel without Arckipel’s prior written consent.

Article 14 – Waiver

Failure by Arckipel to exercise one or more of its rights under these GTCS shall never be deemed a waiver. Arckipel shall never be presumed to have waived a right unless it has expressly waived it in writing. Waiver of a remedy or right does not imply waiver of any other right.

Article 15 – Severability

The invalidity of any clause of these GTCS shall not invalidate the GTCS as a whole. The invalid clause shall be deemed unwritten only to the extent of its unlawfulness, and the parties undertake to replace it, where applicable, with an economically equivalent clause.

Article 16 – Joint and Several Liability

Where there are multiple Customers for the same Order, they undertake to be jointly and severally liable vis-à-vis Arckipel for full performance of their obligations.

Article 17 – Confidentiality

Each party undertakes to keep confidential all commercial, technical or organizational information exchanged in the course of performing the Order. This obligation shall survive for three (3) years after expiry or termination of the relationship.

Article 18 – Intellectual Property Rights

18.1. Arckipel Elements and SaaS. Arckipel retains all intellectual property rights in arckipel.ai, its Modules and developments, embedded software, firmware, diagrams, designs, documentation and Arckipel Elements. Payment of a subscription only grants the temporary right of use set out in Article 9; it is not a sale or assignment of the SaaS, its source code or its technology.

18.2. Custom Deliverables. Rights in Custom Deliverables are set out in the Specific Terms. Unless a written assignment expressly identifies the assigned rights, scope, purpose, territory and term, Arckipel retains the intellectual property rights and, after full payment, grants the Customer a non-exclusive, worldwide licence for the statutory protection period to use the Deliverables for its internal business purposes. This licence does not include the right to resell a Deliverable as a standalone product or access source code unless otherwise agreed in writing.

18.3. Arckipel Elements, generic components, tools and know-how incorporated into a Deliverable remain Arckipel’s property in all cases. Arckipel remains free to reuse general ideas, methods, skills and non-confidential components that do not reproduce Customer data or Customer-specific materials.

18.4. Any unauthorised reproduction, reverse engineering, decompilation, extraction, distribution or making available of the SaaS or Arckipel Elements is prohibited to the extent permitted by law. When the SaaS expires, the right to use the SaaS ends; perpetual licences validly granted for fully paid Deliverables do not end solely because the subscription ends, unless a technical dependency is expressly identified in the Specific Terms.

Article 19 – Regulatory Compliance and Product Safety

The delivered Equipment is supplied in accordance with the applicable product documentation and the warranties specified in the Specific Terms and/or manufacturer documentation. In the event of a conformity defect duly notified in writing within twelve (12) months following delivery, Arckipel undertakes, within the framework of the applicable warranties and the specific terms, to proceed, at its option, with the repair or replacement of the equipment concerned.

Any modification, integration or installation carried out by the Customer or a third party without Arckipel’s written validation results in loss of warranty and transfers full responsibility for the related risks to the Customer.

Article 20 – Data Protection (GDPR) and Accessibility

20.1. Data protection roles – DPA. To the extent Arckipel processes personal data on behalf of the Customer in connection with the SaaS and/or related services, the Customer acts as data controller and Arckipel acts as data processor within the meaning of Regulation (EU) 2016/679 (GDPR). The parties shall enter into a data processing agreement (“DPA”) where required, which shall form part of the contractual framework.

20.2. Customer responsibility for configuration and use. The Customer remains responsible for (i) determining the purposes and means of processing, (ii) configuring and using the systems in compliance with applicable laws, and (iii) providing any required notices and obtaining any required consents from end users, unless expressly agreed otherwise in the Specific Terms.

20.3. Sub-processors. Arckipel may use sub-processors to provide the services, subject to appropriate confidentiality and security obligations. Where applicable, the conditions governing sub-processors (including notification and objection rights, if any) are set out in the DPA.

20.4. Security and incident notification. Arckipel implements appropriate technical and organisational measures intended to protect personal data processed on behalf of the Customer. In the event Arckipel becomes aware of a personal data breach affecting such data, Arckipel will notify the Customer without undue delay and in accordance with the GDPR and the DPA (where applicable).

20.5. Regulatory compliance. Each party shall comply with the laws and regulations applicable to it in connection with the performance of the Order and the use of the systems. Any specific compliance, certification, accessibility or regulatory requirements requested by the Customer must be expressly agreed in the Specific Terms and may be subject to a separate quotation.

Article 21 – End-of-Life and Take-Back

In accordance with Directive 2012/19/EU on waste electrical and electronic equipment (WEEE), the Customer is responsible, at its expense, for the collection, take-back and disposal of delivered end-of-life equipment, as well as for maintaining the related regulatory records, unless mandatory law requires free take-back by the manufacturer or distributor. In that case, Arckipel will arrange take-back in accordance with the applicable regulations, at no additional cost to the Customer.

Article 22 – Governing Law, Jurisdiction, Amicable Settlement

These GTCS and the Orders are governed by Estonian law, subject to mandatory provisions applicable to public authorities and/or public procurement.

In the event of a dispute relating to the interpretation, validity or performance of the GTCS and/or an Order, the parties shall endeavor to resolve their dispute amicably within thirty (30) days from written notice of the dispute by either party.

Failing amicable resolution, any dispute shall be submitted to the competent courts of Tallinn, Estonia. As a public authority, the Customer is nevertheless entitled to propose a prior mediation or conciliation mechanism, which Arckipel undertakes to consider in good faith.