Trifectask Terms of Service

These Terms of Service (the Terms) govern the use of the Trifectask website, client portal and related services provided by TRIFECTA OÜ, registry code 17027345, registered in the Estonian Commercial Register, address Toome, Jälgimäe küla, 76404 Saku vald, Harju maakond, Estonia, VAT number EE102757390 (Trifectask, we, us or our).

1. Business customers only

1.1 Trifectask is offered only to companies and other traders that purchase the Services for business purposes. It is not offered to consumers.

1.2 By accepting these Terms for an organisation, you confirm that you have authority to bind that organisation. Customer, you and your refer to that organisation.

1.3 Customer must provide its correct legal name, registered address, country of establishment and, where applicable, a valid VAT identification number or other tax identifier, and must keep that information current. We may verify tax identifiers through the EU VAT Information Exchange System (VIES) or the relevant tax authority and may request reasonable evidence that the identifier belongs to Customer.

1.4 Customer must notify us promptly if it ceases to meet these eligibility requirements or if a tax identifier becomes invalid. We may reject an Order, suspend the Services or terminate the contract if Customer is ineligible, has supplied materially inaccurate tax or company information, or does not provide reasonable verification. Termination does not remove Customer's obligation to pay fees, VAT, interest or other amounts legally due.

1.5 If you intend to purchase or use the Services for personal (consumer) purposes, do not create a paid workspace or purchase a subscription. Please contact us at info@trifectask.com if you believe your eligibility has been assessed incorrectly.

2. Contract and order of precedence

2.1 Your contract with us consists of:

• an online checkout, accepted proposal, order form or other written service confirmation (each an Order);
• these Terms;
• the Trifectask Data Processing Addendum (DPA), where we process personal data on your behalf; and
• any service description or service-level commitment expressly incorporated into the Order.

2.2 A contract is formed when you accept an Order, complete a subscription purchase or otherwise expressly accept these Terms through the portal. Creating a free account or viewing the website alone does not create an obligation to purchase paid Services.

2.3 If documents conflict, the Order prevails over these Terms for commercial and service-scope matters, the DPA prevails for processing personal data, and these Terms prevail over general marketing materials. A statement in marketing material is binding only if it is repeated in the Order or expressly identified as a service commitment.

2.4 Any purchasing terms supplied by Customer are rejected unless we expressly accept them in writing.

3. Services and scope

3.1 Services means the Trifectask client portal and the website maintenance, online-store maintenance, search engine optimisation (SEO), reporting, support and other professional services described in the applicable Order.

3.2 The features, included work and fees of each plan are those shown to you before purchase and confirmed in the Order. Work outside the included scope requires a separate written estimate or Order.

3.3 Customer may submit multiple requests and a request may contain several related items, such as adding several products to an online store. A Small Change means a request whose items can, in total, reasonably be completed by one specialist within 30 minutes, using the existing technical stack, without a redesign, custom feature, material data migration, specialist legal or accessibility review, paid third-party procurement or material risk to production systems. If a request is not a Small Change, we will notify Customer through the portal promptly and no later than 24 hours after receiving a clear and complete request, and will not start chargeable out-of-scope work without Customer's approval.

3.4 We will complete each qualifying Small Change that falls within the fair-use standard in section 3.6 within 24 consecutive hours, including weekends and public holidays. The 24-hour commitment applies only to Small Changes as defined in section 3.3. It does not apply to work that is outside that definition, is exceptionally large or complex, requires Customer information, content or approval, depends on a third-party system or platform, or is prevented by a technical outage or other circumstance outside our reasonable control. The period begins when the request is submitted through the portal in a clear and complete form and we have all necessary access, content and approvals. Time waiting for Customer, a third party, a platform outage or required clarification is excluded.

3.5 If we determine that a qualifying Small Change cannot be completed within that period for a reason covered by section 3.4, we will notify Customer through the portal within the same 24-hour period, explain the reason where reasonably possible and complete the change as soon as reasonably possible. A delay does not automatically create a service credit or refund, but repeated or material failures remain subject to Customer's remedies for an uncured material breach under section 16.

3.6 There is no fixed numerical limit on requests. The subscription is subject to fair use: the overall frequency, volume, complexity and work required must remain reasonably consistent with ordinary ongoing maintenance of Customer's website or online store and the price of the selected plan. If Customer's use materially exceeds that level, we will notify Customer through the portal, explain the basis and work in good faith to agree priorities, a delivery schedule or a more suitable plan. We will not impose an additional fee without Customer's approval.

3.7 Larger work, urgent incident response, migrations, redesigns, custom development and other projects require a timeline and scope agreed separately. We may split a request into reasonable stages.

3.8 We decide how to allocate personnel. We do not currently use freelancers to deliver the Services. If we later use a subcontractor, we remain responsible for its performance as required by the contract and will comply with the DPA before allowing access to Customer Personal Data.

3.9 We may improve or change portal features where this does not materially reduce the core functionality purchased by Customer. Material reductions are handled under section 17.

4. Service performance

4.1 We will perform the Services with reasonable professional skill and care and in accordance with applicable law.

4.2 Except for the 24-hour commitment in section 3.4, response and completion times depend on the request, the quality of the brief, required access and approvals, technical dependencies and third-party availability. Timelines for work that is not a Small Change are agreed separately.

4.3 SEO is an ongoing professional service. We do not guarantee any particular ranking, traffic level, conversion rate, revenue or other commercial outcome. Search engines and other third parties control their own algorithms, indexing and platforms.

4.4 Reports, forecasts and recommendations are based on information reasonably available at the time. They are not legal, tax, accounting or investment advice.

5. Customer responsibilities and authority

5.1 Customer will:

• provide accurate account, company, tax and billing information;
• provide timely, lawful and sufficiently clear instructions, content, access and approvals;
• identify authorised users and keep workspace membership current;
• maintain secure control of its credentials, domains and third-party accounts;
• obtain all licences, notices, consents and permissions required for Customer Content and Customer's business;
• review material changes and deliverables within a reasonable time; and
• comply with applicable laws, platform rules and these Terms.

5.2 Customer represents that it owns or has sufficient rights to the websites, stores, accounts, systems, materials and personal data to which it gives us access, and that it is authorised to instruct us to make the requested changes.

5.3 Customer remains responsible for its business decisions, products, prices, claims, legal notices, accessibility, cookie choices, marketing permissions and the substantive legality and accuracy of Customer Content. We will not knowingly implement an instruction that we reasonably believe is unlawful, insecure or materially harmful.

5.4 Customer may provide credentials through the portal or, if Customer chooses, by email to info@trifectask.com. Email and ordinary portal messaging are not dedicated credential vaults, so we may require a more secure transfer method for sensitive or privileged access. Customer must not send payment-card data or unnecessary special-category personal data through these channels and should rotate shared credentials when our access is no longer required. WhatsApp is not a standard support or credential-transfer channel.

5.5 We are not responsible for delay or non-performance to the extent caused by Customer's breach of this section. Any agreed delivery clock is paused while required information, access or approval is missing.

6. Production changes and backups

6.1 Customer authorises us to access and modify the systems identified in the Order or in an authorised task request.

6.2 We will use reasonable care when making production changes. Before a material production change, we will make or verify a reasonably restorable backup where technically feasible and within the purchased scope. Customer remains responsible for its general business-continuity plan and for any systems or data outside our agreed control.

6.3 We may take urgent, proportionate action without prior approval where reasonably necessary to prevent or limit an active security incident or material outage, provided we notify Customer promptly and document the action.

6.4 Customer must promptly report suspected unauthorised access, compromised credentials or harmful changes.

6.5 Customer will retain access to its own website, store and other Customer-controlled systems throughout the Services. We will not intentionally lock Customer out of its systems or make ourselves the sole holder of a credential needed to administer them.

6.6 Website backups made as part of the Services will be stored on Customer's server where Customer or a third party hosts the website. Where Trifectask hosts the website, website data and backups will be stored on an OVHcloud virtual private server physically located in Germany, subject to the DPA. Trifectask maintains automated daily backups of systems and customer environments hosted or managed by Trifectask, where technically applicable. Trifectask does not host or administer Customer's email service on this server.

7. Accounts and acceptable use

7.1 Account information must be accurate and kept current. Individual accounts may not be shared. Customer is responsible for activity by its authorised users and for promptly removing access when a user no longer requires it.

7.2 Customer must not, and must not permit anyone to:

• access or test the Services without authorisation;
• interfere with the security, integrity or operation of the Services;
• upload malware or unlawful, harmful or infringing material;
• use the Services for spam, fraud or violation of law or third-party rights;
• attempt to reverse engineer the portal except to the extent mandatory law expressly permits; or
• use the Services in a manner that creates a material security or operational risk for us or another customer.

7.3 We may reasonably limit attachments, storage or abusive automated use to protect the Services. Any material plan-specific usage limits will be disclosed before purchase or in the Order.

8. Fees, taxes and payment

8.1 Subscription fees are charged monthly in advance unless the Order states otherwise. Prices shown on the website and in the portal exclude VAT unless expressly stated otherwise. VAT and other taxes are determined by applicable tax law and Customer's place of establishment. For an eligible intra-EU B2B supply where both parties are VAT-registered and Customer is established in a Member State other than Estonia, Trifectask invoices with 0% Estonian VAT under reverse charge and Customer accounts for VAT in its Member State. Other situations (including Estonian customers, non-EU customers or supplies that do not meet reverse-charge requirements) are taxed at the rate legally applicable.

8.2 If VAT or another tax is legally chargeable because Customer's information is incorrect, its VAT number is invalid, the transaction does not qualify for reverse charge or for another reason, we may add that tax to the invoice or issue a corrective invoice. Customer must pay the tax and any amount that we are legally required to collect, without prejudice to Customer's right to demonstrate a different correct treatment.

8.3 Payments are processed by Stripe or another payment provider identified at checkout. Customer authorises the payment provider to charge the payment method for recurring fees, applicable taxes and separately approved add-ons. The payment provider's payer terms also apply to its processing activities.

8.4 We may correct a clear pricing or billing error, but we will not increase an agreed fee retroactively other than to account for tax legally due. Customer must notify us of a disputed invoice promptly and, in any event, within 30 days after the invoice date, without affecting any non-waivable rights.

8.5 Overdue undisputed amounts may accrue statutory late-payment interest and reasonable recovery costs. If payment fails, we may retry the payment and, after reasonable notice, suspend paid functionality or work until payment is received.

8.6 Fees already paid are non-refundable solely because Customer cancels, does not use the Services or changes its plans. In a service problem, Customer must contact support through the portal or at info@trifectask.com and give us a reasonable opportunity to investigate and correct the problem. Nothing in this section excludes a refund expressly required by these Terms or mandatory law.

9. Subscription, renewal and cancellation

9.1 A monthly subscription starts on the date shown at checkout or in the Order and automatically renews for successive one-month periods until cancelled. The next billing date is displayed in Customer's billing panel in the client portal.

9.2 Customer may cancel at any time before the next billing date through the portal's billing settings or by contacting support through the portal or at info@trifectask.com from an authorised account. No advance-notice period applies unless the Order expressly states one. Cancellation takes effect at the end of the then-current paid period, and access continues until that date unless the contract is terminated earlier for cause.

9.3 Cancelling stops future renewal charges. It does not reverse charges already incurred or entitle Customer to a partial-period refund, except where we materially breach the contract and fail to cure the breach under section 16.3, discontinue the Services under section 17.3, or mandatory law requires otherwise.

9.4 Plan changes take effect as shown and accepted in the portal or Order. Any prorated amount or credit will be displayed before Customer confirms the change.

10. Third-party services

10.1 The Services may interact with hosting providers, content management systems, e-commerce platforms, search engines, analytics products, plugins, themes and other third-party services. Those services are governed by their own terms and are outside our control.

10.2 Customer is responsible for third-party accounts, licences and fees unless the Order states that we supply them. We will not purchase a paid third-party item on Customer's behalf without prior approval.

10.3 We are not liable for a third-party change, outage, suspension, security issue or discontinuation, but we will use reasonable efforts within the purchased scope to help Customer mitigate its effect.

11. Customer Content, deliverables and intellectual property

11.1 Customer Content means content, data, credentials, trademarks, instructions and other materials supplied or made available by Customer. Customer owns and retains all rights in Customer Content throughout and after the Services. Customer grants us a non-exclusive, worldwide, royalty-free licence to host, copy, modify and otherwise use it only as necessary to provide, secure and support the Services and comply with law.

11.2 Deliverables means content and other work product created specifically for Customer under an Order or accepted task. As between the parties, Customer owns the Deliverables from their creation. We hereby assign to Customer all transferable intellectual-property rights that we acquire in the Deliverables. To the extent a right cannot be assigned, we grant Customer a perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free licence to use, reproduce, modify, distribute and commercialise the Deliverable for any lawful purpose. This ownership does not remove Customer's obligation to pay agreed fees.

11.3 Provider Materials means our pre-existing or independently developed tools, templates, methods, libraries, know-how, portal software and generic components. We retain all rights in Provider Materials. To the extent Provider Materials are embedded in a Deliverable, we grant Customer a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of that Deliverable.

11.4 Open-source and third-party materials remain subject to their applicable licences. We will not knowingly include a material paid or restrictive third-party component without informing Customer.

11.5 Feedback may be used by us without restriction, provided it does not identify Customer or disclose Customer Confidential Information without permission.

12. Confidentiality

12.1 Confidential Information means non-public business, technical, security, financial or other information disclosed by one party that is marked confidential or should reasonably be understood as confidential, including credentials and unpublished website or campaign information.

12.2 The receiving party will use Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to personnel, professional advisers and subcontractors who need to know it and are bound by confidentiality obligations.

12.3 Confidential Information does not include information that the receiving party can demonstrate is public without breach, was lawfully known without restriction, was lawfully received from a third party, or was independently developed without use of the information.

12.4 A party may disclose information where legally required, provided it gives advance notice where lawful and reasonably assists the other party in seeking protective treatment.

13. Data protection

13.1 Each party will comply with applicable data-protection law for personal data it processes as an independent controller.

13.2 Our Privacy Policy explains how we process account, billing, website and service-relationship data as a controller. It is a transparency notice and not a substitute for the DPA.

13.3 Where we process personal data on Customer's behalf while maintaining or accessing Customer's website, store, systems or Customer Content, the DPA applies automatically and forms part of the contract.

13.4 Customer's electronic acceptance of these Terms also constitutes acceptance of the DPA. No separate signature is required unless Customer requests one or applicable law requires it.

13.5 Customer is responsible for the lawfulness of its instructions, its privacy notices and its legal basis for the personal data made available to us.

13.6 We do not sell Customer Content or Customer Personal Data or disclose it to unrelated third parties for their own purposes. We may make it available only to authorised personnel and approved service providers that need it to provide, secure or support the Services, as described in the DPA, or where disclosure is required by law.

14. Security

14.1 We will maintain technical and organisational measures appropriate to the risk and the nature of the Services. Relevant measures are described in the DPA.

14.2 No internet service is completely secure or uninterrupted. Each party will take reasonable steps to reduce foreseeable risks and cooperate in responding to incidents affecting shared systems or data.

15. Suspension

15.1 We may suspend affected access or work to the minimum extent reasonably necessary if:

• undisputed fees remain overdue after reasonable notice;
• use poses a material security, legal or operational risk;
• Customer materially breaches these Terms; or
• suspension is required by law or a third-party platform with authority over the affected system.

15.2 Where practicable, we will notify Customer before suspension and allow a reasonable opportunity to cure. In urgent cases, we may act first and notify Customer promptly afterward. We will restore access when the cause is resolved.

16. Term and termination

16.1 These Terms apply while Customer has an account or active Order. A subscription continues until cancelled under section 9.

16.2 Either party may terminate an Order immediately by written notice if the other party commits a material breach that cannot be cured.

16.3 If a material breach can be cured, the non-breaching party may terminate the affected Order if the breach is not cured within 14 days after written notice describing it. A shorter period may apply to an urgent security or legal breach.

16.4 We may terminate immediately for unlawful use, fraud, deliberate security abuse or insolvency to the extent permitted by law.

16.5 On termination:

• Customer must pay fees accrued up to the effective termination date;
• each party must stop using and, on request, return or delete the other's Confidential Information, subject to legal retention duties and routine backup cycles;
• Customer's portal access ends when the paid period or termination takes effect;
• Customer is responsible for removing or rotating credentials and access rights previously granted to us for Customer-controlled systems;
• where Customer or a third party hosts the website, the website and its backups remain on that hosting environment and Customer remains responsible for retaining them;
• where Trifectask hosts the website, we will provide Customer with a ZIP package containing the complete website code, files, uploaded media and available database, subject to applicable third-party licences and excluding server operating-system files, Trifectask's internal tools and credentials that should not be exported;
• we will make that export available for 30 days after termination;
• on termination, Trifectask will return or delete Customer Personal Data processed on Customer's behalf in accordance with the DPA and Customer's choice, and will delete remaining copies unless Union or Member State law requires retention; Customer should submit any return request within 30 days after termination; and
• sections intended by their nature to survive remain in effect, including payment, confidentiality, intellectual property, liability, dispute and data-protection obligations.

17. Changes to fees, Services and Terms

17.1 We may change subscription fees for a future renewal period by giving at least 30 days' notice. Customer may cancel before the new fee takes effect. A fee change does not apply to a period already paid.

17.2 We may update these Terms for legal, security, operational or product reasons. We will give at least 30 days' notice of a material change unless a shorter period is required by law or needed to address an urgent security risk. A material change applies from the next renewal after its effective date. Customer may cancel before then if it does not agree.

17.3 If we discontinue an entire paid Service without offering a substantially equivalent replacement, we will give reasonable notice and refund any prepaid fee for the unused period after discontinuation.

17.4 Changes that do not materially reduce Customer's rights may take effect on the stated effective date. Continued use does not waive rights relating to a breach that occurred before a change.

18. Warranties and remedies

18.1 Each party warrants that it has authority to enter into the contract.

18.2 We warrant that the professional Services will be performed with reasonable skill and care. If Customer notifies us of a material non-conformity within 30 days after the affected work, we will, as Customer's primary remedy, use reasonable efforts to reperform or correct it. This remedy does not limit termination or damages rights where reperformance is impossible or fails.

18.3 Except for the express warranties in the contract and to the extent permitted by law, the portal and Services are provided on an “as available” basis. We disclaim implied warranties that may lawfully be disclaimed. We do not disclaim obligations that cannot be excluded under applicable law.

19. Liability

19.1 Neither party is liable for indirect or consequential loss, loss of anticipated profit, revenue, goodwill or opportunity, or punitive damages. Reasonable costs of restoring data or systems directly damaged by a party's breach are treated as direct loss.

19.2 Subject to sections 19.3 and 19.4, each party's total aggregate liability arising from the contract in any rolling 12-month period will not exceed the fees paid or payable by Customer for the affected Services during that period.

19.3 For breach of confidentiality, breach of the DPA or infringement of the other party's intellectual-property rights, the cap is two times the amount described in section 19.2.

19.4 No exclusion or cap applies to fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, Customer's payment obligations, or liability that cannot lawfully be excluded or limited.

19.5 Each party must take reasonable steps to mitigate its loss. Limitations apply regardless of the legal theory of liability but do not prevent a party from seeking an injunction or other non-monetary relief.

20. Third-party claims

20.1 We will defend Customer against a third-party claim that a Deliverable created solely by us infringes that party's copyright or trademark, and pay damages finally awarded or agreed in settlement, provided Customer promptly notifies us, gives us reasonable control of the defence and settlement, and cooperates at our expense. We may modify or replace the Deliverable or terminate the affected part and refund its unused prepaid fee. This does not apply to claims caused by Customer Content, Customer instructions, combination with items not supplied by us, or use after we provide a non-infringing replacement.

20.2 Customer will defend us against a third-party claim caused by Customer Content, Customer's products or services, an unlawful instruction, or Customer's lack of authority under section 5.2, and pay damages finally awarded or agreed in settlement, subject to equivalent notice, control and cooperation requirements.

20.3 Neither party may settle a claim in a manner that admits fault by or imposes a non-monetary obligation on the other party without that party's consent, not to be unreasonably withheld.

21. Force majeure

Neither party is liable for delay or failure caused by an event beyond its reasonable control that could not reasonably have been avoided, including widespread internet or platform failure, natural disaster, war, civil disturbance, labour disruption not limited to that party, governmental action or major cyberattack. The affected party must notify the other, mitigate the effect and resume performance promptly. Payment obligations already accrued are not excused. Either party may terminate the affected Order if the event materially prevents performance for more than 30 consecutive days.

22. Notices

22.1 Contract notices may be sent by email. Notices to us must be sent to info@trifectask.com. Notices to Customer may be sent to the account owner or billing email shown in the portal.

22.2 A notice is deemed received on the next business day after sending unless the sender receives a delivery-failure message. Either party must keep its contact details current.

23. Governing law and disputes

23.1 The contract is governed by the laws of Estonia, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

23.2 The parties will first attempt in good faith to resolve a dispute through direct discussions. If it is not resolved within 30 days after written notice of the dispute, the courts of Estonia have exclusive jurisdiction.

24. General

24.1 Neither party may assign the contract without the other's prior written consent, except to an affiliate or in connection with a merger, reorganisation or sale of substantially all relevant assets, provided the assignee assumes the contract and the assignment does not materially reduce the other party's rights.

24.2 We may use subcontractors and remain responsible for their contractual performance. Subprocessors handling personal data are governed by the DPA.

24.3 The contract is the entire agreement about its subject matter and supersedes prior proposals and discussions, without excluding liability for fraud. Failure to enforce a right is not a waiver.

24.4 If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions continue in effect.

24.5 The parties are independent contractors. The contract does not create employment, agency, partnership, fiduciary or joint-venture relationships.

24.6 Headings are for convenience only. “Including” means “including without limitation”. A written form includes email and electronic acceptance where the sender and content can be reproduced.

25. Contact

TRIFECTA OÜ Registry code: 17027345 Commercial Register: Estonian Commercial Register Address: Toome, Jälgimäe küla, 76404 Saku vald, Harju maakond, Estonia VAT number: EE102757390 Email: info@trifectask.com