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Terms of Service

Last updated: 01.05.2026

1. GENERAL PROVISIONS AND STRUCTURE OF THE AGREEMENT

1.1 These Terms and Conditions for the Use of the Service (the “Terms”) govern the use of the web-based software service (the “Service”) provided by Waybiller OÜ (registry code 14200010; “Waybiller”).

1.2 The Terms are legally binding and apply from the moment an account is created.

1.3 For the use of the paid Service, a separate written agreement shall be concluded (including a quotation confirmed via email). These Terms together with the Client Agreement constitute the agreement between the parties (the “Agreement”).

1.4 The free version of the Service is primarily intended for introducing the functionality of Waybiller and allows the Client to familiarize itself with the Service before using the paid version.

1.5 The Service is provided as a subscription-based SaaS solution. These Terms do not grant the Client ownership of the software or any transferable license.

1.6 By using the Service, creating an account, confirming a quotation, or paying an invoice, the Client confirms that it has read and agrees to these Terms.

2. DEFINITIONS

For the purposes of these Terms:

  • Service – the Waybiller web application and mobile applications together with related functionalities
  • Package – the service level as defined in the applicable pricing
  • Client – a legal entity using the Service
  • User – a natural person granted access to the Service by the Client
  • Admin User – a User designated by the Client with administrative rights
  • Client Data – data entered into or generated within the Service by the Client or its Users
  • Service Levels – document describing support levels and response times
  • DPA – Data Processing Agreement

3. SUBSCRIPTION AND TERM

3.1 The duration of the subscription depends on the selected Package and the Client Agreement.

3.2 The subscription may be:

  • indefinite; or
  • fixed-term (e.g. 12 months or another agreed period)

3.3 A fixed-term subscription shall automatically renew for the same period unless either party gives notice of termination at least 30 days prior to the end of the term, unless otherwise agreed in the Client Agreement.

3.4 Early termination of a fixed-term Agreement shall only take place in accordance with the conditions set out in the Client Agreement.

4. FEES AND PAYMENT TERMS

4.1 The Client shall pay for the paid Service in accordance with the Client Agreement and the applicable pricing.

4.2 Invoices shall be issued based on the agreed billing period.

4.3 The payment term is 7 calendar days unless otherwise agreed.

4.4 In case of late payment, Waybiller has the right to charge default interest at a rate of 0.05% per day on the outstanding amount.

4.5 If the Client exceeds the support volume or other usage limits included in the Package, Waybiller shall notify the Client before applying additional charges, unless the overage is substantial or otherwise agreed.

4.6 If an invoice remains unpaid for more than 14 days, Waybiller has the right to suspend the Service until the outstanding amount is settled.

5. SERVICE DESCRIPTION AND CHANGES

5.1 The functionality, technical requirements and limitations of the Service are described in the pricing, Service Levels and other documentation.

5.2 Waybiller reserves the right to update and modify the Service.

5.3 In the case of paid clients, Waybiller shall provide reasonable prior notice of material changes, unless such changes are necessary to:

  • ensure security
  • comply with legal obligations
  • resolve critical defects

5.4 When using the free Service, the Client has no legitimate expectation regarding continued availability, scope, functionality or duration. Waybiller may modify, limit or terminate the free Service at any time at its sole discretion, including discontinuing it entirely without prior notice.

6. CLIENT OBLIGATIONS

6.1 The Client is responsible for the security of user accounts and the confidentiality of passwords.

6.2 The Client shall immediately notify Waybiller if there is any suspicion that an account has been compromised or its security otherwise endangered.

6.3 The Client is responsible for all activities of its Users within the Service.

6.4 The Client shall ensure that at least one responsible User (Admin User) is designated to manage Users and access rights and to act as the primary contact for Service-related matters.

6.5 The Client undertakes to use the Service only for lawful purposes and shall not:

  • infringe the rights of third parties
  • distribute malicious code
  • unreasonably burden the Service
  • perform reverse engineering or competitive analysis without authorization

7. SUPPORT

7.1 For paid Packages, Service Levels shall apply according to the selected Package.

7.2 If a specific priority level has not been agreed in writing, it shall not be considered an obligation of Waybiller.

7.3 Planned maintenance shall be communicated to paid clients within a reasonable timeframe where possible.

7.4 Waybiller may use automated solutions, including AI-based systems, in providing customer support.

7.5 Responses and recommendations provided by AI are for informational purposes only and do not constitute binding legal, technical or other professional advice. Waybiller does not guarantee that such information is complete, up-to-date or error-free.

7.6 The Client may always contact a Waybiller employee regarding the use of the Service. Conditions for contacting support are set out in the Service Levels according to the selected Package.

8. CLIENT DATA

8.1 Client Data remains the property of the Client.

8.2 The Client grants Waybiller the right to process Client Data solely to the extent necessary to provide the Service.

8.3 Operational changes (e.g. modification of confirmed documents upon the Client’s request) may be subject to additional fees in accordance with the pricing. This does not limit any legal obligation to correct inaccurate personal data.

8.4 Upon termination of the Agreement, the Client has the right to request data export within 30 days. After that period, Waybiller may delete the data unless retention is required by law.

9. PERSONAL DATA AND DPA

9.1 With regard to personal data entered by the Client, the Client acts as the Controller and Waybiller as the Processor.

9.2 The processing of personal data is governed by a separate DPA, which must be signed by the Client prior to using the Service.

9.3 Waybiller may engage sub-processors and shall remain responsible for their activities in accordance with applicable law.

9.4 Personal data shall be processed primarily within the European Union.
Where access from third countries or international transfers occur, Standard Contractual Clauses or other appropriate safeguards shall be applied.

10. SUSPENSION AND TERMINATION

10.1 If the Client breaches the Terms, Waybiller shall grant a reasonable period for remedying the breach.

10.2 Waybiller may suspend the Service immediately without prior notice in case of a breach, including where:

  • a significant security risk exists
  • unlawful or malicious activity occurs
  • the Client has materially breached its payment obligations

10.3 Suspension shall be applied in accordance with the principle of minimal intervention and only to the extent necessary to remedy the breach.

11. INTELLECTUAL PROPERTY

11.1 All intellectual property rights in the Service and related materials belong to Waybiller or its licensors.

11.2 The Client is granted a limited right to use the Service in accordance with the Agreement.

11.3 Nothing in these Terms shall be interpreted as transferring ownership of the Service or any related intellectual property to the Client, except for the limited rights explicitly granted herein.

12. DISCLAIMER OF WARRANTIES

The Service is provided “as is”. Waybiller makes no express or implied warranties regarding uninterrupted operation or fitness for a particular purpose, except as expressly agreed in writing.

13. LIMITATION OF LIABILITY

13.1 Waybiller shall not be liable for indirect damages, including loss of business, loss of revenue or other similar economic loss.

13.2 Waybiller’s total liability shall be limited to the amount paid by the Client to Waybiller during the 12 months preceding the event giving rise to the claim.

13.3 This limitation shall not apply where liability cannot be limited under applicable law.

14. FORCE MAJEURE

Neither party shall be liable for failure to perform its obligations due to circumstances beyond its reasonable control that could not have been foreseen or avoided.

15. AMENDMENTS TO THE TERMS

15.1 Waybiller may amend the Terms by providing at least 30 days’ notice to paid clients.

15.2 For fixed-term Agreements, material changes shall apply from the next renewal period, unless required for security or legal reasons or otherwise agreed.

15.3 For free use, changes may take effect immediately.

16. GOVERNING LAW AND DISPUTES

These Terms shall be governed by the laws of the Republic of Estonia. Disputes shall be resolved in Harju County Court unless otherwise agreed by the parties.