Last updated: 2 August 2026
1. Purpose and scope
These general terms and conditions govern the sale by Carmagnole OÜ, registry code 17131338, VAT number EE102814152, Ahtri tn 12, Kesklinna linnaosa, 15551 Tallinn, Harju maakond, Estonia (the "Provider"), of executive training services and of the related advisory, targeted audit, business intelligence and international development support services, to any professional client (the "Client").
They apply to every proposal, quotation, order form, training agreement and engagement letter issued by the Provider. They prevail over the general terms of purchase of the Client, unless expressly agreed otherwise in writing. Specific conditions set out in a signed proposal or engagement letter prevail over these general terms in the event of conflict.
2. Services
The services consist of intra company or inter company training sessions, delivered in person or remotely, together with the design of the programme, the preparation of the materials, the delivery of the sessions, the assessment of the participants where provided for, and the issue of certificates of attendance. The content, duration, location, language, number of participants and price are defined in the proposal accepted by the Client.
3. Registration and formation of the contract
The Provider issues a written proposal valid for thirty days unless otherwise stated. The contract is formed on the date on which the Provider receives the proposal, order form or training agreement signed by the Client, or a written order confirming acceptance without reservation. The Provider confirms the registration and, before the session, communicates the practical arrangements to the Client.
The Client warrants that the person signing has the authority to bind it.
4. Prices
Prices are stated in euro and exclusive of value added tax. Any tax, duty or levy applicable is added to the price at the rate in force on the date of invoicing.
Where the Client is a taxable person established in another Member State of the European Union and supplies a valid intra Community VAT identification number, the supply is invoiced without Estonian VAT and the reverse charge mechanism applies under Article 196 of Directive 2006/112/EC, the Client being liable for the tax in its own Member State. Where the Client is established outside the European Union, the supply is invoiced without Estonian VAT in accordance with the applicable rules on the place of supply, any local tax remaining the responsibility of the Client. The Client is responsible for the accuracy of the tax information it provides and indemnifies the Provider against any consequence of an incorrect declaration.
Unless otherwise stated, the price does not include the travel, accommodation and subsistence costs of the trainers, the hire of premises, the reproduction of paper materials in more than one copy per participant, and translation or interpretation costs. Those costs are invoiced in addition at cost or on a lump sum basis as agreed.
5. Payment terms
Unless otherwise agreed in writing:
- a deposit of fifty per cent of the price excluding tax is payable on signature of the proposal or of the training agreement, and the session is confirmed only once that deposit is received;
- the balance is payable on completion of the services, within thirty days of the date of the corresponding invoice;
- for engagements lasting more than three months, the Provider may invoice on a monthly basis by reference to work performed.
Payment is made by bank transfer to the account indicated on the invoice. In the event of late payment, interest at the rate of the European Central Bank refinancing rate plus eight percentage points applies automatically from the day following the due date, together with a fixed sum of forty euro for recovery costs, without prejudice to compensation for any additional cost actually incurred. Failure to pay an invoice on its due date entitles the Provider, after formal notice which has remained without effect for fifteen days, to suspend the services in progress and to suspend access to the client portal, without any compensation being due to the Client.
Payment may not be withheld or reduced on the basis of a set off which has not been accepted in writing by the Provider.
6. Cancellation and postponement
Any cancellation or postponement must be notified in writing and takes effect on the date of receipt of the notification by the Provider.
Where the Client cancels, the following graduated scale applies, calculated on the total price excluding tax of the session concerned:
- more than thirty calendar days before the first day of the session: no charge, the deposit is refunded less costs actually and irrevocably incurred;
- from thirty to fifteen calendar days before: thirty per cent of the price is due;
- from fourteen to eight calendar days before: fifty per cent of the price is due;
- from seven to two calendar days before: seventy five per cent of the price is due;
- less than two calendar days before, on the day of the session, or in the event of the participants failing to attend: the full price is due.
Where the Client postpones, a single postponement notified more than fifteen calendar days before the first day of the session may be made without charge, provided that a new date is agreed within six months. Any further postponement, or a postponement notified within fifteen calendar days, is treated as a cancellation under the scale above, without prejudice to the Provider's ability to apply the sums already paid to the rescheduled session.
Where the Provider cancels for a reason attributable to it, the sums already paid are refunded in full within thirty days, or a new date is agreed with the Client. No further compensation is due.
Sums retained under this article are contractual consideration for the reservation of resources and are not deductible from any training funding.
7. Replacement of participants
The Client may replace a registered participant with another person having an equivalent profile at any time before the session begins, and during the session where the programme allows, by written notice to the Provider, at no cost. The Provider may refuse a replacement where the profile of the substitute is manifestly incompatible with the prerequisites of the programme.
8. Force majeure and remote delivery
Neither party is liable for the failure to perform any obligation, other than an obligation to pay sums already due, where that failure results from an event of force majeure, that is to say an event beyond its control which could not reasonably be foreseen and the effects of which could not be avoided by appropriate measures. The affected party informs the other party without delay.
Where an event of force majeure, an administrative measure, a health measure, a transport disruption or a travel restriction prevents delivery in person, the Provider may, after informing the Client, deliver all or part of the session remotely by videoconference on an equivalent programme. Delivery in that form is deemed to constitute proper performance and gives rise to no reduction in price, save for the travel and accommodation costs which are not incurred. Where remote delivery is not possible either, the session is postponed to a date agreed between the parties, and postponement on that ground gives rise to no charge under Article 6.
If the force majeure event continues for more than three months, either party may terminate the affected engagement by written notice, the Provider retaining payment for the services actually performed.
9. Obligations of the Client
The Client undertakes to:
- provide, within the agreed time limits, the information necessary for the design of the programme, and the final list of participants at least five working days before the session;
- make available, for sessions held on its premises, a room suited to the number of participants together with the agreed equipment, in particular a display device, connectivity and any required technical environment, and to bear the cost of it;
- ensure that the participants have the prerequisites stated in the programme and a sufficient command of the language of delivery;
- ensure that the participants attend the sessions in full, comply with the internal rules of the place of delivery and sign the attendance sheets;
- obtain any authorisation required for the participation of its personnel and for the communication to the Provider of the personal data of the participants, and inform those participants accordingly.
The Provider is not liable for a failure to perform which results from the Client's failure to comply with these obligations, and the price remains due.
10. Intellectual property in the training materials
All programmes, methodologies, presentations, case studies, exercises, assessment tools, handbooks, recordings and other materials made available before, during or after the session (the "Materials") remain the exclusive property of Carmagnole OÜ or of its licensors. No transfer of intellectual property rights occurs under the contract.
The Provider grants the Client a licence which is non exclusive, non transferable, non sublicensable, worldwide and limited to the duration of the legal protection of the rights concerned, to use the Materials for the sole internal purposes of the Client and of the participants who attended the session.
The Client is expressly prohibited, and undertakes to ensure that its personnel and participants do not:
- reproduce the Materials beyond the copies strictly necessary for the internal use permitted above;
- distribute, communicate, publish, transmit, lend, rent, sell or otherwise make the Materials available to any third party, including to affiliated entities which did not take part in the engagement;
- use the Materials, in whole or in part, to design, deliver or support training given to third parties, whether for consideration or free of charge;
- use the Materials to train, fine tune, evaluate or otherwise develop an automated learning system or any artificial intelligence model;
- adapt, translate, arrange, decompile or create derivative works from the Materials;
- remove or alter any mention of authorship, ownership or confidentiality appearing on the Materials.
Recording of the sessions by the Client or by the participants, by any means, is prohibited without the prior written authorisation of the Provider.
Any breach of this article entitles the Provider to terminate the contract with immediate effect and to claim compensation for the harm suffered, without prejudice to any action for infringement.
The Provider retains the free right to use the know how, general methods and skills implemented in the course of the engagement.
11. Confidentiality
Each party undertakes to keep confidential the information of any nature communicated by the other party, or to which it has access in the course of the engagement, which is identified as confidential or which by its nature should reasonably be regarded as such, and not to use it for any purpose other than the performance of the contract. This obligation continues for five years after the end of the engagement.
It does not apply to information which is in the public domain otherwise than through a breach of this article, which was lawfully held before its communication, which is lawfully received from a third party, or whose disclosure is required by law or by a competent authority, in which case the party concerned informs the other party in advance where it is lawfully able to do so.
The Provider may cite the name and logo of the Client as a reference, subject to the Client's prior written agreement.
12. Liability
The Provider performs its services with the care and diligence expected of a professional in its field. Its obligations are obligations of means.
The total liability of the Provider for all causes taken together, whatever the basis of the claim, is limited to the amount excluding tax actually paid by the Client under the engagement giving rise to the claim.
The Provider is not liable for indirect damage, in particular loss of profit, loss of turnover, loss of opportunity, loss of data, damage to reputation, or claims by third parties, nor for the decisions taken by the Client or the participants on the basis of the training or of the documents supplied, the Client remaining solely responsible for the use it makes of them and for compliance with the regulations applicable to its own activity.
No limitation applies in the case of wilful misconduct, gross negligence, or personal injury, or where the law does not permit such limitation.
Any claim must be notified in writing within thirty days of the event giving rise to it, failing which it is inadmissible.
13. Personal data
Each party processes personal data in accordance with Regulation (EU) 2016/679 and the Estonian Personal Data Protection Act. Each party acts as controller for the data which it processes for its own purposes, in particular the management of the contractual relationship and the administration of the sessions. The processing carried out by the Provider is described in its Privacy Policy. Where an engagement requires the Provider to process personal data on behalf of the Client, a data processing agreement under Article 28 of the Regulation is concluded beforehand.
14. Term, termination and independence
The contract remains in force until the services have been fully performed. Either party may terminate it in the event of a serious breach by the other which has not been remedied within thirty days of formal written notice, without prejudice to any compensation. The Provider then invoices the services performed up to the effective date of termination.
The Provider performs the services as an independent contractor. Nothing in the contract creates a partnership, an agency, a joint venture or an employment relationship between the parties. The Provider may use trainers or subcontractors of its choice, remaining responsible for their performance.
15. Miscellaneous
The invalidity of any provision does not affect the validity of the remainder, and the parties replace the invalid provision by a valid provision with the closest possible effect. The failure by a party to invoke a provision does not amount to a waiver of it. The contract may not be assigned by the Client without the prior written agreement of the Provider. Notices are validly given by email to the addresses stated in the proposal, with acknowledgement of receipt on request.
The Provider may amend these general terms. The version applicable is that in force on the date of formation of the contract.
16. Applicable law and jurisdiction
The contract and these general terms are governed by Estonian law, to the exclusion of its conflict of laws rules and of the United Nations Convention on Contracts for the International Sale of Goods.
The parties endeavour to settle any dispute amicably. Failing agreement within thirty days of a written notice of dispute, the dispute is submitted to the exclusive jurisdiction of Harju Maakohus, the county court sitting in Tallinn, Estonia.