Last updated 10 September 2026
These terms govern all services supplied by Morfeo Technologies OÜ, a private limited company (osaühing) registered in the Estonian Business Register under code 17532574, with its registered office at TuneUp OÜ, Pärnu mnt 139b, 11317 Tallinn, Estonia ("we", "us"). You can reach us at morfeou@proton.me.
These terms apply to every quotation we issue and every engagement we accept, together with the written proposal for that engagement. Where a signed proposal conflicts with these terms, the proposal prevails for that engagement only.
We supply software engineering, data engineering and technical consulting services as described on our website and specified in each written proposal. A proposal sets out the deliverables, the price, the delivery date and any assumptions the price depends on. Anything not listed in the proposal is out of scope and is quoted separately.
A quotation is an invitation to contract and is valid for 14 days from its date. A contract is formed when you accept a proposal in writing, including by email, or when you pay an invoice issued against it. We may decline any engagement before acceptance.
Delivery dates assume you provide, without undue delay, the access, credentials, environments, test data and decisions the work depends on, and that a named person on your side is available to answer questions. Where a delay is caused on your side, the delivery date moves by at least the length of that delay.
On full payment of all invoices for an engagement, we assign to you all rights in the deliverables we created specifically for you under that engagement. We retain ownership of any pre-existing tools, libraries and know-how we bring to the work, and grant you a perpetual, worldwide, non-exclusive licence to use them to the extent they are embedded in the deliverables. Open source components keep their own licences, which we list at handover.
Each party keeps the other's non-public information confidential and uses it only to perform the contract. This obligation survives the engagement by three years. It does not cover information that is public through no fault of the receiving party, or that must be disclosed by law.
We warrant that the services are performed with reasonable skill and care and that the deliverables materially conform to the written proposal. If a deliverable does not conform, tell us within 30 days of handover and we will correct it at our own cost. This is your primary remedy for non-conformity. We do not warrant that software is free of all defects or that it will run uninterrupted.
Nothing in these terms limits liability for intentional misconduct, gross negligence, death or personal injury, or any liability that cannot be limited under Estonian law. Subject to that, our total liability arising out of an engagement is limited to the total fees you paid us for that engagement, and we are not liable for loss of profit, loss of revenue, loss of data or indirect or consequential loss.
Either party may terminate an engagement for material breach that is not remedied within 14 days of written notice. Retainers may be terminated by either party on 14 days written notice, effective at the end of the notice period. On termination you pay for work properly performed up to the termination date. Cancellation and refund entitlements are set out in our Refunds and Cancellation Policy, which forms part of these terms.
We contract with businesses. If you are nonetheless a consumer resident in the European Union, you have a statutory right to withdraw within 14 days of the contract being formed. Because our services begin before that period expires, we ask for your express request to begin early and your acknowledgement that you lose the right of withdrawal once the service is fully performed. If you withdraw after work has started, you pay a proportionate amount for what was performed before withdrawal.
We may use subcontractors to perform part of an engagement and remain fully responsible to you for their work.
We may amend these terms for future engagements. The version in force is the one published on this page on the date your proposal is accepted, and we keep a copy of that version for your records.
These terms are governed by the law of the Republic of Estonia, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods. The courts of Estonia have exclusive jurisdiction, with Harju County Court as the court of first instance. Consumers keep the protection of the mandatory law of their country of residence and may use the European Commission's online dispute resolution platform at ec.europa.eu/consumers/odr.
Questions about these terms go to morfeou@proton.me, or by post to Morfeo Technologies OÜ, TuneUp OÜ, Pärnu mnt 139b, 11317 Tallinn, Estonia.