Terms of service.

This version is permanently archived at pureproposals.com/terms/v1-0 and will not be edited after publication. If these terms are updated, the new version is published at its own permanent address. The version referenced in your signed proposal or statement of work is the version that governs your engagement.

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About this Agreement

This Agreement governs all consulting services provided by Pure Proposals (trading as PüreProposals OÜ, a private limited company registered in the Republic of Estonia, Registry Code 17489815, VAT EE102984370, with its registered office at Tööstuse tn 75-71, Tallinn, Estonia, 10416) to the Client.

By signing a Pure Proposals proposal, statement of work, or scope document referencing this Agreement, or by paying an invoice issued by Pure Proposals for the Services, the Client agrees to be bound by this Agreement.

Definitions

In this Agreement, “Pure Proposals” refers to PüreProposals OÜ. “the Client” refers to the entity or individual engaging Pure Proposals. “the Services” refers to the consulting work described in the relevant proposal, statement of work, or scope document. “the Parties” means Pure Proposals and the Client collectively. “the Term” refers to the duration of the engagement as described below.

Services

Pure Proposals will provide the Client with the consulting services described in the relevant proposal, statement of work, or scope document. The specific deliverables, timeline, and investment are set out in that document and form part of this Agreement.

The Services may include additional consulting tasks agreed by the Parties in writing, including by email. Any additional fees associated with such tasks will be communicated by Pure Proposals and agreed by the Client before the work is performed.

Term

This Agreement begins on the date the Client accepts the relevant proposal or otherwise indicates acceptance of these terms, whichever is earlier, and continues in force until the Services are completed or the Agreement is terminated.

Payment

Investment for the Services is set out in the relevant proposal or statement of work and is quoted in United States Dollars unless explicitly stated otherwise. Where invoices are issued in another currency, the conversion is calculated at the rate published by the European Central Bank on the date of invoicing.

Unless otherwise specified in the proposal, payment is due upfront in full for projects under USD 10,000 (or equivalent), and on a milestone basis for projects of higher value, with each milestone payable in full upfront. Hourly engagements are invoiced monthly in arrears. All invoices are payable within seven days of receipt.

Payments are made by bank transfer or via the payment platform nominated by Pure Proposals on the invoice.

Late Payment

If an invoice remains unpaid after its due date, Pure Proposals may charge late payment interest at the rate prescribed by the European Central Bank’s main refinancing operations rate plus eight percentage points, in line with the EU Late Payment Directive as transposed into Estonian law. Pure Proposals may also charge a fixed recovery fee of EUR 40 per overdue invoice, in addition to any reasonable costs incurred in recovering the debt.

Pure Proposals may suspend the Services without further notice while any invoice is overdue and is not liable for any delay or loss caused by such suspension.

Taxes and VAT

All fees are quoted exclusive of value added tax (VAT) and any equivalent sales taxes.

VAT will be added where required by Estonian or EU law. For business clients established within the European Union and outside Estonia, the reverse charge mechanism applies under Article 196 of the EU VAT Directive: the Client is responsible for accounting for VAT in their own jurisdiction and Pure Proposals will issue an invoice without VAT, marked accordingly. The Client is responsible for providing accurate VAT registration details where applicable.

For clients established outside the European Union, no Estonian VAT applies. The Client is responsible for any local taxes, duties, or withholdings imposed in its jurisdiction.

Out-of-Pocket Expenses

Pure Proposals will not incur out-of-pocket expenses on behalf of the Client without the Client’s prior written approval. Approved expenses are invoiced at cost and are payable on the same terms as the relevant project fees.

Client Cooperation

The Client will provide Pure Proposals with timely access to the information, decisions, systems, personnel, and approvals required to perform the Services. Where a delay in Client cooperation extends the timeline of the Services or increases the work required, Pure Proposals will notify the Client, and any resulting timeline shifts or additional fees will be agreed in writing.

Where the Client fails to provide reasonable cooperation, and that failure prevents Pure Proposals from progressing the Services for more than thirty consecutive days, Pure Proposals may treat the engagement as paused and may re-prioritise resources to other clients. Restarting a paused engagement is subject to availability.

Acceptance and Defects Period

The Client will review each milestone or deliverable promptly upon delivery. The Client has fourteen days from the date a deliverable is provided to raise any concerns relating to the deliverable’s conformance with the agreed scope. During this period, Pure Proposals will address any reasonable defects or non-conformance at no additional charge.

If no concerns are raised within fourteen days, the deliverable is deemed accepted. After this period, any further work or revisions are out of scope and may be quoted separately.

Confidentiality

“Confidential Information” means any non-public information relating to the business of either Party that is disclosed in connection with the Services. This includes business processes, client records, financial data, technical materials, pricing information, and any other information that a reasonable person would understand to be confidential.

Each Party agrees not to disclose, use, or reproduce the other Party’s Confidential Information for any purpose other than performing this Agreement, except where disclosure is required by law. Each Party will protect the other’s Confidential Information with the same degree of care it applies to its own confidential information, and in any event no less than a reasonable standard of care.

These confidentiality obligations apply during the Term and continue indefinitely after termination.

Data Protection

Where Pure Proposals processes personal data on behalf of the Client in the course of providing the Services, Pure Proposals acts as a data processor and the Client acts as the data controller, in each case as defined in Regulation (EU) 2016/679 (the General Data Protection Regulation, or GDPR).

Pure Proposals will process personal data only on documented instructions from the Client and only to the extent necessary to perform the Services. Pure Proposals will ensure that any personnel authorised to process personal data are bound by confidentiality. Pure Proposals will implement appropriate technical and organisational measures to protect personal data, including encryption, access controls, and secure storage.

Pure Proposals will notify the Client without undue delay on becoming aware of a personal data breach affecting the Client’s data. Pure Proposals will assist the Client, where reasonable, in responding to data subject requests and meeting its obligations under the GDPR.

On termination of the Services, Pure Proposals will delete or return all personal data, at the Client’s choice, unless retention is required by applicable law.

The Client warrants that it has a lawful basis under the GDPR for any personal data it shares with Pure Proposals and that its instructions to Pure Proposals comply with applicable data protection law.

Where required, the Parties will execute a separate Data Processing Agreement on terms consistent with these provisions.

Intellectual Property

All intellectual property created specifically for the Client in the course of the Services, including custom templates, configurations, documents, content, and written deliverables, transfers to the Client upon full payment of the relevant invoice. Before full payment, all such intellectual property remains the property of Pure Proposals.

The Client receives no licence or right to use any deliverable until the relevant invoice has been paid in full.

Pre-Existing Materials

Pure Proposals retains all rights, title, and interest in its pre-existing materials, including its methodologies, frameworks, internal templates, tools, training content, and know-how developed before or independently of the Services. To the extent any such pre-existing material is incorporated into a deliverable, Pure Proposals grants the Client a perpetual, non-exclusive, royalty-free, non-transferable, worldwide licence to use that material as part of the deliverable for the Client’s internal business purposes.

Nothing in this Agreement prevents Pure Proposals from using general skills, knowledge, methodologies, or experience gained during the Services in future engagements with other clients, provided the Client’s Confidential Information is not disclosed.

Marketing Rights

Pure Proposals may identify the Client as a client and use the Client’s name and logo for marketing purposes, including on its website, in case studies, and in proposals to other prospective clients, subject to the Client’s reasonable approval of any specific case study content that quotes the Client or describes the engagement in detail.

The Client may revoke this permission at any time by written notice to Pure Proposals, in which case Pure Proposals will remove the Client’s name and logo from its active marketing materials within thirty days. Historical references in archived materials, including blog posts already published and proposals already issued, are not affected.

Return of Materials

On expiry or termination of this Agreement, each Party will return to the other any property, documentation, records, or Confidential Information belonging to the other Party, or, at the other Party’s option, destroy such materials and confirm the destruction in writing.

Independent Contractor

Pure Proposals provides the Services as an independent contractor and not as an employee, agent, partner, or joint venturer of the Client. Pure Proposals is responsible for its own taxes, social contributions, insurance, and any other obligations arising from its operation as an independent business.

Nothing in this Agreement creates an employment relationship between the Client and Pure Proposals or any of Pure Proposals’ personnel.

Subcontractors

Pure Proposals may engage subcontractors to perform some or all of the Services without the Client’s prior approval. Pure Proposals remains responsible for the work of any subcontractor it engages and for paying that subcontractor.

Subcontractors are bound by confidentiality and data protection obligations equivalent to those set out in this Agreement.

Autonomy

Pure Proposals has full control over working time, methods, and decision-making relating to the Services. Pure Proposals works autonomously and not under the direction of the Client. Pure Proposals will, however, be responsive to the Client’s reasonable needs and concerns and will communicate progress at agreed intervals.

Equipment

Pure Proposals provides, at its own expense, all equipment, software, materials, and supplies necessary to deliver the Services. Where the Services require access to the Client’s systems or tools, the Client is responsible for providing that access in a timely manner.

Non-Exclusivity

This Agreement is non-exclusive. Pure Proposals may provide similar services to other clients, including competitors of the Client, and the Client may engage other providers for similar services. Each Party will continue to meet its confidentiality obligations in doing so.

Non-Solicitation

During the Term and for twelve months after termination, neither Party will directly solicit for employment or engagement any employee, contractor, or subcontractor of the other Party who has been materially involved in the Services, without the other Party’s prior written consent. General public advertising for roles, and the response of any individual to such advertising, does not breach this provision.

Limitation of Liability

To the maximum extent permitted by law, the total aggregate liability of Pure Proposals to the Client under or in connection with this Agreement, whether in contract, tort, breach of statutory duty, or otherwise, is limited to the total fees paid by the Client to Pure Proposals for the specific Services giving rise to the claim during the twelve months preceding the event giving rise to the claim.

Neither Party is liable to the other for any indirect, consequential, special, punitive, or incidental losses, including loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, or loss of anticipated savings, whether or not such losses were foreseeable.

Nothing in this Agreement limits or excludes either Party’s liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any liability that cannot be limited or excluded by Estonian or EU law.

Indemnification

Each Party will indemnify the other against third-party claims, losses, damages, and reasonable costs (including reasonable legal fees) arising from a material breach of this Agreement by the indemnifying Party, its gross negligence, its wilful misconduct, or its infringement of a third party’s intellectual property rights.

This indemnity is subject to the limitations on liability in this Agreement and survives termination of this Agreement.

Force Majeure

Neither Party is liable for any failure or delay in performing its obligations under this Agreement, other than an obligation to pay money, caused by events outside its reasonable control. These events include natural disasters, acts of government, war, civil unrest, sabotage, pandemic, cyber attacks affecting essential infrastructure, failure of utilities or third-party communications networks, and industrial action affecting the broader market rather than only the affected Party.

The affected Party will notify the other Party as soon as reasonably practicable. If a force majeure event continues for more than thirty days, either Party may terminate this Agreement on written notice, in which case fees for work performed up to the date of termination remain payable.

Termination

Either Party may terminate this Agreement for material breach by the other Party if the breach is not remedied within fourteen days of written notice describing the breach.

The Client may terminate the engagement for convenience on written notice. Where the Client terminates for convenience:

1. fees for work performed, and costs committed, up to the effective date of termination remain payable and are not refundable;
2. prepaid amounts are applied first against those fees and committed costs;
3. Pure Proposals will provide the Client with a written statement of the work performed and costs committed within fourteen days of the effective date of termination; and
4. any prepaid amount remaining after that application will be refunded within thirty days of that statement.

Pure Proposals will assess the work performed and costs committed acting reasonably and in good faith, having regard to deliverables completed or in progress, discovery and configuration work undertaken, capacity scheduled and allocated to the engagement, and any third-party or subcontractor commitments entered into in reliance on the engagement. The Client acknowledges that scheduling and capacity allocation carry real cost to Pure Proposals and are properly reflected in that assessment.

The Client may query the statement in writing within fourteen days of receiving it, and the Parties will attempt in good faith to resolve the query before the refund period expires.

Pure Proposals may terminate the engagement for convenience on fourteen days’ written notice, in which case any prepaid amounts attributable to work not yet performed and costs not committed will be refunded in full.

The obligations relating to Confidentiality, Data Protection, Intellectual Property, Pre-Existing Materials, Limitation of Liability, Indemnification, and Governing Law continue in force after termination.

Notices

Notices required or permitted under this Agreement must be in writing and may be given by email to the address most recently used by the Parties for communication relating to the Services. Notices are deemed received on the next business day after sending, unless there is evidence of non-delivery.

Modification

This Agreement may only be amended by written agreement signed by both Parties or by an authorised representative of each Party. Email confirmation of a specific amendment, sent and acknowledged by both Parties in writing, constitutes written agreement for this purpose.

Versions of these Terms

Pure Proposals may publish updated versions of these Terms from time to time. Each version is assigned a version number and effective date and is published at its own permanent address. Published versions are not edited after release.

The version identified in the Client’s signed proposal or statement of work governs that engagement for its duration. A later version does not apply to an existing engagement unless the Parties agree to it in writing under the Modification clause above.

Assignment

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice to the other Party.

Severability

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, that provision will be severed and the remaining provisions will continue in full force and effect. The Parties will negotiate in good faith to replace the severed provision with a valid provision that achieves the original commercial intent as closely as possible.

Waiver

A failure or delay by either Party to enforce any right under this Agreement does not constitute a waiver of that right or of any other right. A waiver is only effective if given in writing and signed by the Party granting it.

Entire Agreement

This Agreement, together with the relevant proposal or statement of work, constitutes the entire agreement between the Parties relating to the Services and supersedes all prior discussions, representations, and agreements relating to the same subject matter.

In the event of a conflict between this Agreement and the relevant proposal or statement of work, the proposal or statement of work prevails for matters of scope, deliverables, timeline, and price. This Agreement prevails for all other matters.

Electronic Signature

The Parties agree that this Agreement, and any proposal or statement of work referencing it, may be executed by electronic signature. Electronic signatures applied through reputable platforms, including PandaDoc, DocuSign, and equivalent services, are valid and binding under Estonian law and Regulation (EU) No 910/2014 (eIDAS).

Governing Law and Disputes

This Agreement is governed by and construed in accordance with the laws of the Republic of Estonia.

The Parties will attempt in good faith to resolve any dispute through direct negotiation. If a dispute cannot be resolved within thirty days of being raised in writing, it will be referred to the exclusive jurisdiction of Harju County Court (Harju Maakohus) in Tallinn, Estonia, with appeals to Tallinn Circuit Court (Tallinna Ringkonnakohus).

Contact

Questions about these Terms: hello@pureproposals.com

PüreProposals OÜ · Tööstuse tn 75-71, Tallinn, Estonia, 10416 · Registry Code 17489815 · VAT EE102984370

Version history

Version	Effective	Permalink	Status
1.0	7 August 2026	/terms/v1-0	Current