Contract Law
A well-drafted contract reduces risks, saves time, and keeps business relationships
functioning. We assist with contract review and drafting, explain limitation of liability,
contractual penalties, warranty terms, and defect notification procedures. Where necessary,
we formalise amendment or termination agreements. We also advise on IT/SaaS and
international contracts (applicable law, jurisdiction, arbitration, INCOTERMS) so that
agreements work in real life – not only on paper.
Contact us
If you need contract review or drafting, amendment or termination agreements, support
with IT/SaaS or international contracts, or clarification of liability limitations and dispute
clauses, contact us.
We respond on working days at the first opportunity.
Frequently Asked Questions (FAQ)
1
Contract Review and Drafting
Before signing, we review the contract using a risk-based approach. We verify that
deadlines, payment terms, handover and acceptance procedures, and evidentiary
mechanisms are unambiguous. We explain how limitation of liability and contractual
penalties operate, provide recommendations on warranties and defect notification
procedures, and check ownership of intellectual property and the scope of NDA exceptions.
If a contract is being created from scratch, we draft it from the ground up (B2B sale and
purchase, services and works, IT/SaaS, license, manufacturing or distribution agreements),
ensuring that every clause is enforceable and aligned with business processes.
What we typically do:
-
contract risk audit (ambiguities, hidden risks, missing provisions)
-
contract drafting: services/works, sale and purchase, IT/SaaS, license agreements
-
SLAs; handover and acceptance certificates; evidentiary logic
-
contractual penalties and default interest (proportionality, conditions for application)
2
Amendment and Termination of Contracts (incl. declaration of invalidity)
When circumstances change, a clear amendment agreement helps avoid later disputes. We
assist in agreeing on new prices, deadlines, and scope, describe when amendments enter
into force, and document handovers. In case of termination, we help agree on settlements,
the termination of rights, and the continuation of confidentiality obligations. Where
necessary, we analyze grounds for declaring a contract invalid (fraud, mistake, conflict with
law) and formulate legally secure steps to resolve the situation.
What we typically do:
-
amendment agreements and annexes (deadlines, pricing, SLAs)
-
termination agreements and closure of outstanding obligations
-
analysis of invalidity prerequisites and action plans
3
NDAs, Trade Secrets and Non-Competition Restrictions
Business relationships require information security. An NDA (unilateral or mutual) defines
what may be disclosed, when, and to whom. We define the scope of trade secrets and
establish reasonable non-competition and customer non-solicitation restrictions. Overly
broad restrictions may be unenforceable, while overly narrow ones may fail to protect. We
balance duration, territory, prohibited activities, and sanctions so that agreements are
effective and enforceable.
What we typically do:
-
drafting and tailoring NDAs (exceptions to disclosure, audits)
-
non-competition and customer non-solicitation clauses (duration, scope, justification)
-
consequences of breach: contractual penalties, damages, termination
4
Limitation of Liability, Warranties and Force Majeure
To prevent disputes, we agree on liability caps and exclusions (e.g. indirect damages), as
well as insurance obligations. We specify warranty periods, defect notification procedures,
and evidentiary solutions (photos, protocols, expert opinions). Force majeure requires
notification and mitigation of effects – we draft clear clauses so that parties’ obligations and
deadlines are understandable in crisis situations.
What we typically do:
-
liability caps and exclusions; insurance requirements (e.g. professional liability)
-
warranty terms and defect handling procedures (repair, replacement, price reduction)
-
force majeure clauses and notification chains; adjustment of deadlines
5
Dispute Resolution Clauses and Legal Remedies
We determine how disputes will be resolved: court jurisdiction clauses, mediation, or
arbitration. We specify applicable law and jurisdiction and describe the evidentiary and
enforcement pathway so that risks and costs are predictable already when the contract is
concluded.
What we typically do:
-
applicable law and jurisdiction (Estonia / foreign)
-
arbitration clauses and mediation agreements
-
evidence and enforcement logic (enforceable instruments, enforcement proceedings)
6
International Contracts and INCOTERMS
In cross-border transactions, INCOTERMS determine when and where risks and costs
transfer, who handles export and import documentation, and how delivery-related breaches
are resolved. We draft delivery terms, acceptance criteria, penalties, and payment models
(advance payment, LC, escrow, milestones) to ensure a smoothly functioning supply chain.
What we typically do:
-
selection of appropriate INCOTERMS and risk mapping
-
delivery terms: handover certificates, defect handling procedures
-
payment terms: LC, escrow, advance payment; securities
7
IT/SaaS and Licence Agreements
In service-based agreements, we define service scope, SLAs, maintenance and development,
and response times. Regarding IP, we specify ownership of work results, licence scope
(territory, duration, sublicensing, audits, restrictions), and handover procedures
(repositories, artefacts, documentation). Where necessary, we implement electronic
signatures and electronic contract formats.
What we typically do:
-
SaaS/IT service agreements with SLAs and maintenance terms
-
licence agreements (usage rights, sublicensing, audits)
-
transfer of IP rights; electronic signatures and document management
8
Commercial and Distribution Agreements
In distribution and partnership relationships, framework agreements and standard terms
are essential. These cover exclusivity, territory, minimum volumes, pricing clauses, and
return conditions. We agree on KPIs, service levels, and sanctions so that they remain
proportionate and enforceable.
What we typically do:
-
framework agreements and T&Cs; pricing and discount logic
-
distribution, agency, franchise – exclusivity and KPIs
-
returns, warranties, sanctions (contractual penalties, default interest)