Terms of Service

1. Scope of Services

J&L Dev provides professional B2B IT services, including but not limited to:

• Custom software development (web applications, APIs, backend systems)
• IT infrastructure design, deployment, and management
• Technical consulting and architecture advisory
• Code review, security auditing, and performance optimisation

The specific scope, deliverables, and timeline for each engagement are defined in a separate written agreement or statement of work (SOW) signed by both parties.

2. How to Engage

All engagements require a written agreement that defines the project scope, deliverables, timeline, and pricing before work commences. An engagement begins when both parties have signed (electronically or physically) the relevant agreement or SOW. Changes to the agreed scope must be documented in writing and approved by both parties before additional work proceeds. J&L Dev reserves the right to decline any engagement that conflicts with its legal obligations or professional standards.

3. Intellectual Property

Upon receipt of full payment for a completed engagement, the client receives full ownership of all custom deliverables created specifically for that project, including source code, documentation, and design assets.

• J&L Dev retains all rights to generic frameworks, libraries, tools, and know-how developed independently of the specific engagement.
• Open-source components incorporated into deliverables remain subject to their respective licences.
• J&L Dev may reference the engagement in its portfolio unless the client requests confidentiality in writing.

4. Payment Terms

Fees and payment schedules are specified in the written agreement for each engagement. Unless otherwise agreed:

• Invoices are issued monthly for time-and-materials engagements or upon reaching agreed milestones for fixed-price projects.
• Payment is due within 30 calendar days of the invoice date.
• Late payments accrue interest at the statutory rate under Estonian law from the due date.
• J&L Dev may suspend services for accounts overdue by more than 14 days after written notice.

5. Confidentiality

Both parties agree to keep confidential any non-public information disclosed in connection with the engagement ("Confidential Information"). Each party shall:

• Use Confidential Information solely for the purposes of the engagement.
• Restrict access to Confidential Information to personnel who need it to perform their obligations.
• Not disclose Confidential Information to third parties without prior written consent.
• Return or securely destroy Confidential Information upon request or at the end of the engagement.

Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

6. Limitation of Liability

To the maximum extent permitted by applicable law, J&L Dev's total liability arising out of or in connection with a specific engagement shall not exceed the total fees paid by the client for that engagement in the twelve (12) months preceding the claim. J&L Dev shall not be liable for any indirect, incidental, or consequential damages, including loss of revenue, loss of data, or business interruption, even if advised of the possibility of such damages.

Nothing in these Terms limits liability for fraud, wilful misconduct, or any other liability that cannot be limited or excluded under Estonian law.

7. Governing Law and Jurisdiction

These Terms and any agreement entered into under them are governed by the laws of the Republic of Estonia. Any disputes arising out of or in connection with these Terms that cannot be resolved by negotiation shall be submitted to the exclusive jurisdiction of Harju County Court (Harju Maakohus), Estonia.

8. Changes to These Terms

J&L Dev may update these Terms from time to time. The current version is always published at jldev.eu/terms-of-service/. Changes take effect 30 days after publication. If you have an active written agreement, the Terms in force at the time of signing apply for the duration of that agreement unless both parties agree otherwise in writing.

Questions about these Terms? Contact us at [email protected].