Terms and conditions

The general terms on which Sponge works with its clients. They apply to businesses only.

1. Scope

These terms apply to all services of Haydamax OÜ, Narva mnt 5, 10117 Tallinn, Estonia, registry code 17351554, provided under the name of its studio Sponge ("Sponge"): in particular brand identity and design, websites and applications, video and motion, content and marketing.

Our services are offered exclusively to entrepreneurs, legal entities under public law and special funds under public law. We do not contract with consumers. Terms of the client apply only if Sponge agrees to them in writing.

2. Contract

Our offers are non-binding. A contract is formed when the client accepts our written offer, when we confirm an order in writing, or when we start work at the client's request. Email is sufficient for all declarations.

3. Scope of work and changes

The scope of work follows from the offer and the agreed brief. Changes and additional requests beyond it are billed at the agreed rates or quoted separately. Agreed deadlines are extended by the time in which the client is late with materials, information or approvals.

4. Client's cooperation

The client provides the materials, information, access and approvals needed for the work in good time. The client guarantees that it holds the rights to the material it provides (texts, images, logos, data) and indemnifies Sponge against third-party claims arising from that material.

5. Acceptance

Where a result is to be accepted, the client checks it within 10 working days of delivery and either accepts it or names material defects. If the client does neither, or puts the result into use, it counts as accepted. Minor defects do not prevent acceptance.

6. Prices and payment

Prices follow the offer. Value added tax is added where it applies; while Haydamax OÜ is not registered for VAT, no VAT is charged. Invoices are due within 14 days without deduction. For projects over several months, Sponge may invoice an advance payment of up to 50 % and further instalments by stage.

If the client is in default, statutory default interest applies. Sponge may pause work until overdue invoices are paid.

7. Rights of use

Once the agreed fee has been paid in full, the client receives the rights of use to the final results needed for the agreed purpose; for a brand identity these rights are exclusive and unlimited in time and territory. Until then, all rights remain with Sponge.

Drafts, unused concepts, working and source files remain with Sponge unless their handover was agreed. Third-party components such as fonts, stock images and open-source software are subject to their own licences.

8. Portfolio

Sponge may show the work and name the client in its portfolio, on its website and on professional platforms, unless the client objects in writing. Sponge may place a discreet credit on websites and applications it creates; the client may ask for it to be removed.

9. Defects

If a result has a defect, Sponge is first entitled to remedy it. Claims for defects become time-barred one year after acceptance; this does not apply to claims based on intent or gross negligence or to injury to life, body or health.

10. Liability

Sponge is liable without limitation for intent and gross negligence, for injury to life, body or health, and under mandatory product liability law. For slight negligence Sponge is liable only for breach of an obligation essential to the contract, limited to the typical damage foreseeable when the contract was made. Otherwise liability is excluded.

11. Confidentiality

Both parties keep confidential the information they receive from each other in the course of the work and use it only for the project. This obligation continues after the contract ends.

12. Term and termination

Ongoing services such as support, hosting and retainers run for an indefinite period and can be terminated with one month's notice to the end of a calendar month, unless agreed otherwise. The right to terminate for good cause remains unaffected. Work done up to termination is paid for.

13. Final provisions

Estonian law applies, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction is Tallinn, Estonia, the seat of Haydamax OÜ. If a provision is invalid, the rest remains in force. In case of doubt, the German version applies. Version of 28 October 2026.

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