Legal Documents
Cookie Notice
This cookie notice contains the conditions of and information on how the cookie notice on Indiedrinks’ website is applied, and which cookies are used. You can read about the Indiedrinks’ Privacy Notice.
We would like to point out that this cookie notice applies regardless of the type of device used, i.e. it does not matter whether you visit our website on a tablet, laptop, smartphone or other smart device.
What are cookies and how do they benefit you?
A cookie is a small text file (under 1kB) saved on your device’s (e.g. a laptop, smartphone, tablet) web browser (e.g. Internet Explorer, Google Chrome, Firefox, Safari or Opera) when you visit websites. They are widely used to ensure a better and more efficient performance of websites and to support the personalization of your browsing experience by displaying content that is most likely interesting and relevant to you. The use of cookies is standard procedure for most websites nowadays. By disabling cookies some functions of the website may be impaired.
Cookies are usually held in temporary (TEMP) files, which are either deleted after the browsing session or saved onto the device’s hard drive, depending on the expiry date of the cookie. More information on cookies can be found on the following address: https://www.allaboutcookies.org/
Cookies help us to:
— make the website work according to your expectations;
— remember your devices and settings during and in between visits;
— if necessary, remember your settings and choices during and between visits (e.g. in the shopping cart);
— fix the speed/security of the website;
— constantly improve our website for you;
— make marketing more efficient and personal.
What kind of cookies do we use?
We use two types of cookies, known as session cookies and persistent cookies. These are the cookies used by us and/or third parties.
The type of cookies we use:
— Session cookies are used every time you visit our website. We use these cookies to link your activities on our website, and each session cookie lasts only for the duration of the visit, after which it will expire. Each session begins when you open your web browser and ends when you close it. After visiting the website all session cookies are deleted.
— Persistent cookies allow us to remember your preferences or activities on the website (or between the webpages). They have a longer lifespan than session cookies and they last for the duration of time specified in the cookie, which can vary. These cookies are not deleted by closing the browser and they will be saved on your device. They will be activated every time you visit the website that created the specific persistent cookie.
How do we categorise cookies?
To better understand cookies, we have categorised each cookie as follows:
Strictly necessary cookies and functionality cookies
These cookies are indispensable for the website, allowing the visitor to move around and use various functions, such as language settings, when the visitor moves between different pages during the browser session. Without indispensable cookies certain services of the website may not be possible and the website may not perform as smoothly. Functionality cookies also allow the website to remember your choices and to offer you improved and personalised functions. These cookies do not collect any sort of information for marketing purposes nor in order to remember where you have been on the internet.
Analytical or performance cookies
Performance cookies collect information about visiting the website and help us improve the way the website works. For example, performance cookies can show which pages are most frequently visited, save whatever difficulties may have occurred during the visit and show whether the advertising on the website has been effective or not. Performance cookies do not collect information which would identify the person of the visitor and all information gathered by them is assembled and anonymous.
Targeting or advertising cookies
Targeting or advertising cookies are used to forward you the advertising most fitting with your interests or in order to limit the number of times you see the same advertising on the website. These cookies are also used to help measure the effectiveness of advertising campaigns and to remember what you have looked at on the website.
What cookies do we use on our website?
__ga
Distinguishes between visitors using the website anonymously by generating a unique number combination to show statistic data about how the website is being used, e.g. which particular websites are being visited and how many times
Duration/expiry: 2 years
Provider/third party: Google Analytics
Category: Analytical
Type: HTTP Cookie
__gid
Distinguishes between visitors on the website for the statistics of Google Analytics
Duration/expiry: 24 hours
Provider/third party: Google Analytics
Category: Analytical
Type: HTTP Cookie
__gat
The cookie is used to throttle request rate, in other words to limit data collection on heavy traffic websites
Duration/expiry: 1 minute
Provider/third party: Google Analytics
Category: Analytical
Type: HTTP Cookie
woocommerce_cart_hash
Helps determine when cart contents or data changes.
Duration/expiry: Session
Provider/third party: WooCommerce
Category: Functionality
Type: HTTP Cookie
woocommerce_items_in_cart
Helps determine when cart contents or data changes.
Duration/expiry: Session
Provider/third party: WooCommerce
Category: Functionality
Type: HTTP Cookie
wp_woocommerce_session_
Contains a unique code for each customer so that it knows where to find the cart data in the database for each customer.
Duration/expiry: 2 days
Provider/third party: WooCommerce
Category: Functionality
Type: HTTP Cookie
woocommerce_recently_viewed
Stores the information about recently viewed products.
Duration/expiry: Session
Provider/third party: WooCommerce
Category: Functionality
Type: HTTP Cookie
store_notice
Allows customers to dismiss the notices sent by the company on the website.
Duration/expiry: Session
Provider/third party: WooCommerce
Category: Functionality
Type: HTTP Cookie
woocommerce_snooze_suggestions
Allows dashboard users to dismiss marketplace suggestions.
Duration/expiry: 2 days
Provider/third party: WooCommerce
Category: Functionality
Type: HTTP Cookie
woocommerce_dismissed_suggestions
Count of suggestion dismissals.
Duration/expiry: 1 month
Provider/third party: WooCommerce
Category: Analytical
Type: HTTP Cookie
tk_ai
Stores a randomly-generated anonymous ID. This is only used within the dashboard area and is used for usage tracking.
Duration/expiry: Session
Provider/third party: WooCommerce
Category: Analytical
Type: HTTP Cookie
How to manage cookies?
If you have not set up your browser in a way that it refuses all or certain types of cookies, then cookies will be assigned at the moment you visit the website. When visiting our website for the first time, a notification regarding the use of cookies will be displayed (cookie notification). In order to accept the use of cookies click on the “Accept” button. If you do not click on the “Accept” button or click on the “Deny” button, you have not given your consent to the use of cookies. In that case no cookies will be installed, with the exception of those necessary for the functioning of our website – the strictly necessary cookies (functionality cookies).
Strictly necessary and functionality cookies go along with using our website. When refusing these cookies, we cannot predict how well the website will function. You can control the use of analytic cookies, targeting cookies or advertising cookies by adjusting your browser settings.
Most browsers allow you to control cookies through the user preferences of your settings. If you prefer to not accept cookies you can set your browser in a way that it refuses all cookies or sends out a warning when receiving a cookie. We cannot delete the cookies that are already placed on your web browser. In case you would like to remove cookies from your device, different web browsers have help pages with information on how to remove cookies. When using several browsers do not forget to remove cookies from all of them.
We would like to draw your attention to the fact that by deleting or refusing cookies you may lose access to certain areas or functions on our website. Adjusting cookie settings also affects other websites you visit.
If you would like more information about the cookies used on our website, please get in touch via the following e-mail address: privacy-ee@indiedrinks.direct
The applicability and changes to the cookie notice
We have the right to unilaterally change our cookie notice at any time in accordance with the applicable law.
This cookie notice has been approved and published on 23 October 2020.
Privacy Notice & GDPR
Your privacy is important to us
We value your right to privacy and data protection. We want you to know for which purposes and how we collect and use your personal data (also known as personal information) and which rights you have. You will find important information about the processing of your personal data in this Privacy Notice. The Privacy Notice may be supplemented by other privacy notices and notices applicable to cookies (Cookie Policy) published on the Indiedrinks’ website.
This Privacy Notice applies to the processing of personal data by the INDIEDRINKS EE OÜ (registered in the Republic of Estonia under registry code 16305658 and registered office at Suur-Sõjamäe 14, 11415 Tallinn, Estonia; hereinafter Indiedrinks, we or us).
1. Definitions
The following terminology is used in these Privacy Terms in the following meaning:
Data Subject is a natural person on who Indiedrinks has data or information that can be used to identify the natural person. Data Subjects are, for example, Clients who are natural persons, co-operation partners and individuals associated with them, individuals associated with the corporate Clients or sellers (e.g. representatives or employees);
Personal Data is any information relating to an identified or identifiable Data Subject, including the Client or natural persons related to the Client;
GDPR is the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC;
Client Data is any information (incl. information treated as Personal Data) that is known to Indiedrinks about the Client or its representatives;
Client is any natural or legal person who uses, has used or has expressed an intention to use the services provided by Indiedrinks or is otherwise associated with our services;
Third Party is a natural or legal person, public authority, agency or body, and any person other than the Data Subject, Indiedrinks, an authorized employee of Indiedrinks, or a person who may process the Personal Data of the Data Subject under the authority of Indiedrinks or Processor of Indiedrinks;
Agreement is a contract with any content concluded between Indiedrinks and the Client, primarily Terms and Conditions for Purchaser or Terms and Conditions for Seller;
Processing means any operation or set of operations, which is performed on Personal Data, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, regardless of the method of operation or the used means;
Processor means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of Indiedrinks, the controller.
2. Security
Indiedrinks takes the security of all data in its possession very seriously. Indiedrinks ensures the confidentiality of Client Data and Personal Data under applicable law and implements appropriate technical and organisational measures to protect Personal Data from unauthorized access, unlawful Processing or disclosure, accidental loss, alteration or destruction.
Indiedrinks may use Processors for Processing of Personal Data. In such cases, Indiedrinks will ensure that the Processing of Personal Data is carried out in accordance with Indiedrinks’ instructions and in accordance with the applicable law and this Privacy Notice. We apply contractual and appropriate security measures to protect your Personal Data and maintain confidentiality.
As soon as we receive your data, we implement reasonable security measures and procedures to avoid unauthorised access from any third party. However, transmission of such data over the Internet using personal computers or mobile devices is not completely safe and, therefore, we cannot guarantee absolute security of all information submitted to our website and/or to us. Any transmission of such information and documents is at your own risk.
3. How do we collect your Personal Data?
Indiedrinks collects Personal Data primarily in the following ways:
— we mainly collect Personal Data from the Client or other Data Subject itself or from the persons acting on the Client’s or other Data Subject’s instructions (e.g. through requests, applications, conclusion and performance of Agreements);
— in the context of providing services (e.g. sale of alcoholic and non-alcoholic beverages);
— Personal Data, including e-mail correspondence, emerged as a result of normal communication between the Data Subject and Indiedrinks;
— Personal Data clearly disclosed by the Data Subject (e.g.in social media);
— Personal Data generated by the use of services provided by Indiedrinks (e.g. executing transfers);
— Personal Data received from Third Parties (e.g. from the commercial register, or other databases and national registers);
— Personal Data combined by Indiedrinks (e.g. history of provided services and Client communication).
4. Which Personal Data do we process?
The categories of Personal Data that Indiedrinks mainly, but not exclusively, collects and processes are the following:
— person’s identification data (e.g. name, personal identification code, date of birth, details of the identification document (e.g. copy of passport, ID card and/or driving license));
— contact details (e.g. address, phone number, e-mail address, language of communication);
— data of the Data Subject’s employer and position;
— any financial and tax information;
— data about the Data Subject’s business activities and relationships with legal persons (e.g. information submitted by the Data Subject or retrieved from public registers or received through Third Parties for making transaction on behalf of a legal person);
— information on the Data Subject’s authorisations;
— information relating to the provided services (e.g. performance or non-performance of Agreements, concluded and terminated Agreements, submitted applications, queries and complaints);
— Client’s satisfaction data (e.g. activeness of using the services, data on services used, Client’s complaints);
— data connected with the website and account usage such as member ID, user ID, user PIN, login status, services which you plan to use, log information, device information, browser information, location information (if enabled), activeness of using services, Internet Protocol (IP) address;
— communication data (e.g. data collected via e-mail, messages and other communication means (incl. social media)).
Indiedrinks primarily uses the following Personal Data for marketing purposes:
— e-mail address and name of the Data Subject (incl. the Client);
— information on the provided services.
In addition to the categories of Personal Data explicitly stated in this Privacy Notice, Indiedrinks may collect additional and other Personal Data in accordance with the law, if needed.
The provision of Personal Data for using services, e.g. registering an account, is statutory and required to enter into Agreement, therefore, Data Subject is obligated to provide required Personal Data. Without providing required Personal Data it is not possible to use services or some services are limitedly accessible, and Indiedrinks could refuse to provide services.
5. For which purposes and on which legal bases do we process your Personal Data?
Indiedrinks processes your Personal Data primarily to:
— manage customer relations in general, in particular to keep data updated and corrected by verifying and enriching data, respond to your requests and questions, notify about changes to services, provide customer support, based on:
— performance of Agreement or in order to take steps at the request of the Data Subject prior to entering into Agreement or compliance with a legal obligation;
— provide access to services, provision of services, in particular to conclude and execute Agreement, establish an account, keep data updated and corrected by verifying and enriching data, delivery the goods, resolving Client’s complaints, based on:
performance of Agreement or in order to take steps at the request of the Data Subject prior to entering into Agreement or compliance with a legal obligation;
— complying with requirements set out to us by law based on:
— compliance with a legal obligation
— prevent misuse of website and/or services and ensure adequate provisions of website and/or services, in particular to authorize and control access to and functioning of digital channels, prevent unauthorized access and misuse of those and to ensure the safety of information, based on:
— performance of Agreement or take steps at the request of the Data Subject prior to entering into Agreement or compliance with a legal obligation or Indiedrinks’ legitimate interests to have control over authorizations, access to and functioning of website and services;
protect interest of Indiedrinks, based on:
— performance of Agreement or in order to take steps at the request of the Data Subject prior to entering into Agreement or compliance with a legal obligation or Indiedrinks’ legitimate interests to prevent, limit and investigate any misuse or unlawful use or disturbance of website and/or services;
— establishing, exercising and defending legal claims, based on:
— performance of Agreement or in order to take steps at the request of the Data Subject prior to entering into Agreement or compliance with a legal obligation or Indiedrinks’ legitimate interests to exercising legal claims;
— send marketing and useful information by e-mail, incl. market Indiedrinks services, special offers, promotions, contests or entitlements that may be of interest to you, based on:
— consent of Data Subject or Indiedrinks’ legitimate interest;
administrate and improve the website and/or services, for our internal records, for statistical analysis, based on: Indiedrinks’ legitimate interests to improve its services;
improve technical systems and structure of information technology, based on:
— Indiedrinks’ legitimate interests to improve its services.
In the case that we are going to use your personal data for other purposes as provided above, we will communicate it to you in a timely manner.
6. Who do we transfer your Personal Data to?
Indiedrinks transfers Personal Data to the following recipients:
employees authorised by Indiedrinks for such purpose;
public authorities (e.g. law enforcement agencies, courts, bailiffs, tax authorities, and supervisory authorities);
sellers and/or manufacturers whose products are sold on the website (only in case of business-to-business relationship, and it involves only personal data of the company’s employee or representative);
persons related to the provision of services and performance of Agreement concluded with the Client (e.g. payment intermediaries, providers of communication, IT, data processing, data backup, translation, courier and postal services, IT application providers, advertising and marketing partners, provider of the destruction of confidential documents, opposite parties of the court proceedings and their representatives);
auditors, accounting service providers, financial consultants or other Indiedrinks’ consultants;
payment default registrars to whom information is transmitted to enable Third Parties to assess the Client’s payment behaviour and creditworthiness;
the debt collection service providers, courts and trustees in bankruptcy if the Client has violated Agreement;
if the Client has violated the Agreement, the debt collection service providers, courts and bankruptcy or insolvency administrators;
participants and/or parties involved with payment systems and payment solutions.
7. Where is Your Personal Data being processed?
As a general rule, Processing of Personal Data takes place within the European Union / European Economic Area (EU/EEA). If there is a need to Process Personal Data outside EU/EEA, the transfer will only take place if appropriate safeguards are implemented. Examples of appropriate safeguards include:
an adequate level of data protection is in place in the country outside of the EU/EEA in accordance with the decision of the European Commission;
existence of a valid Agreement containing standard contract clauses developed by the EU or approved codes of conduct or certifications or other similar things that comply with the GDPR.
In the absence of appropriate safeguards, Indiedrinks has the right to transfer Personal Data outside the EU/EEA in situations where:
the Data Subject has given an explicit and informed consent about the lacking protection measures;
it is necessary for the conclusion or performance of Agreement between the Client and Indiedrinks or for the implementation of pre-contractual measures taken at the request of the Data Subject;
it is necessary for the conclusion or performance of a contract concluded in the interest of the Data Subject between Indiedrinks and another natural or legal person;
it is necessary for the establishment, exercise or defence of legal claims;
it is necessary in order to protect the vital interests of the Data Subject or other persons, where the Data Subject is physically or legally incapable of giving consent;
the transfer is made from a register which according to European Union or national law is intended to provide information to the public and which is open to consultation either by the public in general or by any person who can demonstrate a legitimate interest, but only to the extent that the conditions laid down by European Union or national law are fulfilled in the particular case;
the transmission is not repetitive, concerns only a limited number of Data Subjects, is necessary to protect Indiedrinks’ legitimate interests, for which the interests, rights or freedoms of the Data Subject are not predominant, and if Indiedrinks has assessed all data transfer circumstances and established based on the assessment appropriate safeguards for Personal Data protection. Indiedrinks will notify the supervisory authority of the transfer.
For receiving more information about the transfer of Personal Data outside the EU/EEA, please contact us by e-mail: privacy-ee@indiedrinks.direct.
8. How long do we store your Personal Data for?
Indiedrinks does not Process Personal Data for longer than it is necessary for the purposes related with such data and/or to comply with the statutory data storing obligations. The retention period may also be based on the Agreements with the Client (e.g. to settlement a dispute arising from the Agreement concluded with the Client), Indiedrinks’ legitimate interest or applicable law (e.g. legislation about accounting or limitation period).
As a general rule, the retention period for Personal Data and documentary evidences used in the course of provision of our services is maximum of 5 years. Personal Data Processed under your consent will only be Processed until the consent is withdrawn.
9. Responsible persons and Indiedrinks contact details
INDIEDRINKS EE OÜ is the controller for the Processing activities described in this Privacy Notice. If you have any questions regarding the Processing of your Personal Data, please contact us in the following ways:
address: Suur-Sõjamäe 14, 11415 Tallinn, Estonia
e-mail address: privacy-ee@indiedrinks.direct
Indiedrinks will reply to the request within 30 days after receiving the request. If more time is needed to reply to the request, Indiedrinks may extend the term for responding by a reasonable time.
10. Children Under the Age of 18
Indiedrinks’ services are not intended or directed at individuals under the age of 18. Therefore, individuals under the age of 18 may not access or use the services on the website.
11. What rights do you have and how to use them?
The Data Subject has the following rights in connection with the Processing of his/her Personal Data:
to obtain information about the Processing of their Personal Data and the right to request a copy of the Personal Data being Processed;
to request the rectification of their Personal Data if it has changed or is otherwise inaccurate;
to object to the Processing of their Personal Data if the Processing of Personal Data is based on a legitimate interest. For example, the Client may prohibit the use of their contact information for sending offers, to use it, the Client can remove itself from the list of the recipients upon receipt of the marketing email;
to request restriction of the Processing of their Personal Data, for example at a time when Indiedrinks assesses whether the Client is entitled to delete its Personal Data;
to withdraw their consent for Processing of Personal Data. Upon withdrawal of the consent, Indiedrinks will no longer Process the Personal Data of the Data Subject for the purpose of the respective consent. The consent is valid until it is withdrawn;
data portability right;
to request deletion of their Personal Data, for example, if Indiedrinks has no right to Process such data or if the Processing of Personal Data is based on a consent and the consent has been withdrawn. Such right does not apply (or to such an extent) if Processing of Personal Data that is requested to be deleted is also been Processed for other legal bases, for example, under Agreement or for the performance of legal obligations;
to contact us at any time regarding the use of their Personal Data. To do so, please send us an e-mail at privacy-ee@indiedrinks.direct. You also have the right to lodge a complaint to the Estonian Data Protection Inspectorate (website: www.aki.ee) or to a competent court.
The Data Subject can exercise its rights by contacting us at [email]. We will respond to the request without delay, but not later than within one month from receiving the request.
12. Validity and changes to Privacy Notice
Indiedrinks has the right to unilaterally amend the Privacy Notice at any time in accordance with the applicable law.
Indiedrinks will notify the Data Subject of any changes to the Privacy Notice via the website and by the e-mail at least one month before the changes take effect, except if the Privacy Notice is amended as a result of changes in legislation.
Terms & Conditions
General Terms and Conditions for Purchaser
Last modified: 23 October 2020
Please read carefully these Terms and Conditions, the Annexes and all material and information incorporated here as reference, as these set out your and our legal rights and obligations in relation to using the Website and purchasing the products on the Website. You will be asked to agree to these Terms and Conditions before creating the Account and/or using the Services. It is not possible to register the Account and/or use any Service without agreeing with these Terms and Conditions.
These Terms and Conditions are available in the Estonian and English language. You should print a copy of these Terms and Conditions for future reference as any specific version of these Terms and Conditions may not be accessible on the Website in the future. We will file a copy of these Terms and Conditions applicable at the time of purchase to you with order confirmation. You can always see the currently valid version of these Terms and Conditions on the Website or contact us to receive a copy of these Terms and Conditions via email. These Terms and Conditions may change and if they do, we will give you a 30-day notice, at the end of which period you will be deemed to have accepted the new Terms and Conditions by continuing to use the Services.
For more information on the Company, you can refer to the “Contact” section of the Website or the “Contact” section of these Terms and Conditions.
1. Definitions
1.1. Account – a personal user account on the Website where the Purchaser can use the Services, and which included the Purchaser personal data and the history of purchases.
1.2. Business Day – a calendar day that is not a Saturday, a Sunday, a national or a public holiday in Estonia.
1.3. Company or us – INDIEDRINKS EE OÜ, a limited liability company incorporated in the Republic of Estonia with the registration number 16305658 and registered address at Suur-Sõjamäe 14, 11415 Tallinn, Estonia.
1.4. Consumer – a natural person who concludes a transaction not related to independent economic or professional activities.
1.5. Contract – a sale agreement concluded between the Company and the Purchaser to purchase the Products.
1.6. Force Majeure Event – an event, or a series of related events, that is outside the reasonable control of the Party affected (including failures of or problems with the Internet or a part of the Internet, hacker attacks, virus or other malicious software attacks, power failures, telecommunication failures, disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, strikes, terrorist attacks, wars, government restrictions, embargoes, earthquakes).
1.7. Party or Parties – under these Terms and Conditions, separately the Purchaser or the Company or jointly the Purchaser and the Company.
1.8. Products – the Seller’s alcoholic or non-alcoholic beverages that are provided and published on the Website for sale.
1.9. Purchaser or you – a natural person with active legal capacity who is at least 18 years old or a legal person, who has agreed to these Terms and Conditions.
1.10. Seller – a legal person whose Products are sold on the Website.
1.11. Service – sale and delivery of the Products to the Purchaser.
1.12. Website – a web-based online environment available at https://ee.indiedrinks.direct/ through which the Service is mediated, and which is operated by the Company.
2. General Provisions
2.1. By using the Company’s Services, i.e. using the Website for purchasing the alcoholic or non-alcoholic beverages, you confirm that you have read these Terms and Conditions, agree to these Terms and Conditions and undertake to comply with these Terms and Conditions. If you do not agree to these Terms and Conditions, you must refrain from using the Services and/or registering the Account.
2.2. These Terms and Conditions set out the rights and obligations of the Purchaser for using the Service, including, but not limited to, terms for purchasing Products on the Website, terms for delivery and return of the Products, liability of the Parties.
2.3. To use the Services, the Purchaser must be over 18 years old, have legal capacity to enter into a agreement and is not prevented from using the Services by any applicable legislation.
2.4. The Purchaser can only access the Account and use the Services on their own behalf and in their own name. Account access and use of the Services on behalf of third parties is forbidden.
3. Provision of Services and our Obligations
3.1. The Services are designed to give you the opportunity to purchase Products through the Website.
3.2. Subject to these Terms and Conditions, the Company agrees to provide the Services to you using reasonable care.
3.3. To use the Services, the Purchaser, who is the Consumer, has possibility to purchase the Products without registering the Account or via the Account. To register the Account, the Purchaser, who is the Consumer, will be required to provide an e-mail address and choose a safe password. As part of the registering the Account you will be asked to provide the information that you are a natural person. This may include, but is not limited to, name, address, email, phone, credit card data, delivery address and preferred delivery times.
3.4. As part of the using of the Services and registering the Account you will be asked to confirm that you are over 18 years old. If you are over 18 years, please confirm this by clicking a box in front of the text “I am 18 years old”. If you are not 18 years old, you are not eligible to use the Services and register the Account.
3.5. To use the Services, the Purchaser, who is a legal person, is required to register the Account. To register the Account, the Purchaser, who is a legal person, will be required to provide an e-mail address and choose a safe password. As part of the using of the Services and registering the Account you will be asked to provide the company’s information that you are a legal entity. This may include, but is not limited to, company’s business name, registration number, VAT number (if applicable), address, contact of the accounts department, contact of the person who is placing the orders, delivery address and preferred delivery times.
3.6. The Purchaser’s personal data will be processed according to the Company’s Privacy Notice, which is accessible here. Please read the Privacy Notice and if you agree with it, please confirm this by clicking a box in front of the Privacy Notice. Please read also these Terms and Conditions and if you agree to these, please confirm this by ticking a box in front of these Terms and Conditions. Depending on certain conditions, your application may be rejected and, therefore, you may not be allowed to use the Services.
3.7. The Purchaser’s refusal to provide the requested information will grant the Company the right to suspend, restrict or cancel the access to the Website and the Services.
3.8. Once your identity has been validated, you will be able to use the Services. The Company reserves the right to suspend provision of the Services to you at any stage and request further information/documentation.
3.9. Product information is verified and updated on a regular basis. It may happen that the data has been updated after your last visit. The Product information on the Website might be inaccurate. In this event, the Company does not assume any liability for the correctness of the Product data. The images of Products have illustrative purpose only.
3.10. You may close the Account on the Website at any time. The Company will keep the Account data up to three (3) months after receiving the request to close the Account. During this period, it is possible to restore your Account without losing information on the Website. The content of your Account, including the order history, will not be available after that period.
4. Purchase of the Products and Placing an Order on the Website
4.1. The Purchaser may purchase the Products on the Website by registering the Account or without registering the Account. To purchase the Products by the account, the Purchaser must log in to the Account prior of the Purchase is finalised.
4.2. It is possible to purchase those Products on the Website that have an ‘Add to cart’ link. The price and availability of the Products may change at any time and without prior notice. If the Purchaser has placed the order before the price of the Product changes, the price valid at the time of the order shall apply.
4.3. The Seller has the right to withdraw from the Contract entered into via the Website and not to hand over the Product if the Products are out of stock, the Products have an ‘On order’ status on the Website (the Products are out of stock) or the price or qualities of the Products have been displayed on the Website incorrectly due a system error.
4.4. You may change the quantity of the Products in your shopping cart. You can enter coupon code in your shopping cart. To activate the code, you must press “OK”. The code will automatically apply the discount.
4.5. You can enter the information on the Purchaser in your shopping cart, and/or check existing Account information on the Purchaser. If you purchase the Products as the Consumer and without the Account, you must fill in your contact details, which includes your first and last name, phone, email, deliver address, billing address. The Purchaser must fill in all the data fields that are required to purchase the Products.
4.6. Before purchasing the Products, you will be required to read and accept the Privacy Notice and these Terms and Conditions, and to confirm that you are over 18 years old. It is not possible purchase the Products without agreeing with the Privacy Notice and these Terms and Conditions.
4.7. Please confirm your order by clicking on the ‘Place order’ button and you will be directed to the payment options page. Select a suitable payment option. You can also change the payment option in the final stage of ordering. Please select the delivery option and click on the ‘Continue’ button. Now you will see payment options again and in order to confirm your order and to make your purchase, you must make a final selection. Select the option of payment and pay for your purchase.
4.8. The Contract is deemed as entered into from the receipt of the notification from the Company after the amount payable according to the confirmation of the order has been received by the Company or the Company has issued the invoice to the Purchaser.
4.9. The prices of the Products are indicated in Euros, including value added tax and other applicable taxes based on the applicable legislation. The Products are sold at the price valid at the time of placing the order.
4.10. You can pay for the products via an internet bank (Swedbank, SEB, Nordea Pank, Danske Bank, via the bank link of LHV Pank). You can pay with a gift card or a credit card by clicking on the corresponding payment option and by following the instructions displayed. The Seller shall not process order confirmations that have not been paid for, the order will be on hold until payment is received. After the payment, the Company will send you an order confirmation and an invoice.
4.11. The Purchasers, who are Consumers, cannot pay for the orders based on the invoice, such possibility is only reserved for the Purchasers, who are the legal persons. The conditions, e.g. payment deadline, credit amount, for the invoices will be available under the Account. If the Purchaser, who is a legal person, chooses to pay based on the invoice, the Company will send you an order confirmation and an invoice with payment deadline, and will start to process the order confirmation.
4.12. You are entitled to cancel your order without any extra costs after having paid for it, but before the delivery of the Products. In order to cancel the Contract, please send a corresponding notice and the number of the Contract by e-mail to Support-ee@indiedrinks.direct or cancel the Contract on the Website. We will send you a confirmation on the cancellation of the Contract.
5. Delivery of the Products
5.1. The Products will be delivered to the delivery address and at the time frame entered by the Purchaser in their order. The Purchaser will be notified of the delivery by using the contact data indicated upon placing the order. The Products ordered will be transported to the Purchases with a due care.
5.2. The delivery times will be from the next Business Day or within the time provided during the order process. Delivery times will extend for items that are out of stock. The Products will be delivered only on Business Days between 10:00 and 22:00. The information about the delivery prices and other terms is available here.
5.3. Please make sure that the contact data entered when placing an order is correct in order to prevent delays and misunderstandings in the delivery of the Products. The Company and a courier company do not assume any liability for the delayed delivery and misunderstandings if these have been caused by the inaccuracy or incorrectness of the data that you submitted during placing your order.
5.4. Only sober Purchaser of at least 18 years of age is entitled to receive alcoholic beverages. If no valid document proving age, i.e., (Estonian or foreign) citizen’s passport, Estonian or foreign identity card or Estonian driver’s license, is available at the time of delivery of the age-restricted Products, the age-restricted Products will remain with the courier and the Purchaser will get a refund for those Products from which the delivery costs will be deducted.
5.5. The Products shall only be handed over to the Purchaser after checking valid document proving age and against a delivery bill. Before signing the delivery bill, please check the packaging of the Products carefully and if the packaging has been damaged or does not contain the ordered Product, write a comment on the delivery bill. If the packaging has been damaged or contains incorrect Product, you may refuse to accept the delivery and/or immediately inform the client service of the Company.
5.6. The Products shall be handed over to a third person, if they have a letter of authorisation (including in the event that the Purchaser has indicated a third person in their order as the recipient of the Products). The Company may authorise third persons (including use a courier service) to deliver the Products.
5.7. The risk of accidental destruction of or damages to the Products will pass to the Purchases from the moment the Products are handed over to the Purchaser or third person authorised by the Purchaser.
5.8. The delivery deadlines specified with the Products and/or in the order process are implied and may change. The Purchase acknowledges that in exceptional cases the delivery of the Product may be delayed due to unforeseeable and circumstances beyond the control of the Company. In such case, the Company will contact the Purchaser to agree the new delivery and additional required terms.
5.9. If the Purchaser is not present or is not reachable at the delivery time, the Company or a courier company will try to agree on a new delivery time with you. After the second delivery failure, the delivered Products will be accessible and handed over from the Company’s premises.
5.10. If the Purchaser fails to collect the Products no later than within fourteen (14) days from the agreed date of receipt of the Products, it shall be deemed that the Purchaser has violated these Terms and Conditions and the Purchaser does not want the Products. The Seller has the right to unilaterally withdraw from the Contract and request compensation for the damage (e.g. costs of storage and delivery of the Products) and settle the damage incurred by the Company by the amount of money prepaid by the Purchaser.
6. Customer Service
6.1. If you wish to ask any question related to the Services or the Website, you can contact the Company by writing an e-mail to support-ee@indiedrinks.direct.
7. Handling the Complaints
7.1. The Purchaser is entitled to file complaints with the Company with regard to non-conforming (defective) Products over a period of two (2) years from the date of their handover. A complaint has to be filed without delay but no later than within two (2) months from detecting a defect of the Product. Upon detecting a defect, the Purchaser has to take reasonable measures for the preservation and protection of the Product, including not to use the defective Product if this would further deteriorate the condition of the Product.
7.2. If the Products do not conform to these Terms and Conditions, the Purchaser may exercise the legal remedies provided for in law, including to request the repair or replacement of the Product or to withdraw from the Contract and to return the non-conforming Product.
7.3. The Company shall not be liable for the deterioration of or damage to the Product by the fault of the Purchaser and for the defects caused by the irregular use of the Product.
7.4. If the Company, the Seller or the manufacturer has granted warranty against defects to the Product, the warranty conditions in written form shall be delivered to the Purchaser along with the Products and/or shall be made electronically available on the Website.
7.5. The Purchaser has to keep the purchase documents (invoice, Contract, etc.) that verify the purchase of the Products from the Website for the resolution of possible later problems. The Company has the right not to resolve the problem if a purchase document is missing.
7.6. Complaints concerning the Products purchased on the Website and/or the Service must be submitted in writing on the Website or to email address: Complaints-ee@indiedrinks.direct. A complaint has to be filed along with the defective Products.
7.7. The Company will ensure that the Products sold on the Website conform to the standards effective in the European Union. The circumstances highlighted in these standards shall not be deemed as defects of the Products.
7.8. The Purchaser, who is Customer, is entitled to address to a competent supervisory authority, which is the Consumer Protection and Technical Regulatory Authority at Pronksi 12, 10117 Tallinn, e-mail: info@ttja.ee In order to resolve disputes, the Purchaser may address the Consumer Disputes Committee. The Consumer Disputes Committee is authorised to resolve disputes arising from contracts entered into between the Purchaser and the Company that the parties have failed to resolve by way of negotiations. Further information on the resolution of complaints is available at https://komisjon.ee/et/avalduse-esitamine.
7.9. In addition to the above, the Consumer is entitled to turn to the European Union’s electronic ODR (Online Dispute Resolution) platform for resolving complaints against e-merchants. Further information is available at http://ec.europa.eu/odr.
8. Right of withdrawal
8.1. The Purchaser, who is the Consumer, has the right to withdraw from the Contract entered into on the Website without providing a reason within 14 days. For sake of clarity, such right does not apply to Purchaser, who is a legal person.
8.2. The term for withdrawal expires 14 days after the day when the Purchaser or a third person who is not a carrier and has been appointed by the Purchaser has physically obtained possession of the Products.
8.3. In order to exercise the right of withdrawal, the Purchaser must notify the Company of their decision to withdraw from the Contract in a written application and submit it on the Website or send it by e-mail.
8.4. The Purchaser has no right to withdraw from the Contract if:
8.5. the Product deteriorates or expires rapidly;
8.5.1. the Products were delivered to the Purchaser in sealed packaging, are not suitable for returning due to health protection or hygiene reasons and were opened after delivery, i.e. the Product cannot be opened or have any marking that it may have been opened;
8.5.2. the Products are such alcoholic beverages, which price has been agreed upon at the time of the entry into the Contract, the delivery takes place after more than thirty (30) calendar days and the actual value is dependent on fluctuations in the market which cannot be controlled by the Company;
8.5.3. the object of the Contract is a gift card and its unique code has already been used.
8.6. Upon withdrawal from the Contract, the Company will reimburse to the Purchaser all the payments received from the Purchaser under these Terms and Conditions, including the delivery costs (apart from additional costs arising from the Purchaser’s preferred delivery method which differ from the cheapest and most common method of delivery offered by the Company), without delay, but no later than fourteen (14) days after the day on which the Company learned of the Purchaser’s decision to withdraw from the Contract and received the Product.
8.7. The Company will refund the sums mentioned in the Section 8.6 of these Terms and Conditions using the same payment method that the Purchaser used to make the payment unless the Purchaser proposes an alternative method of payment. Such refunds do not entail any additional service or other costs for the Purchaser.
8.8. The Purchaser must return the Products to the Company without delay, but no later than fourteen (14) days after they notified the Company of their withdrawal from the Contract. The deadline is met if the Purchaser returns the Products being the object of the Contract before the end of the 14-day period.
8.9. The Company has the right to refuse to provide any refunds until the Company has received the Products being the object of the Contract or the Purchaser has provided the Company with proof of having sent back the Products, whichever occurs first.
8.10. If the Purchaser wants to avoid compensating for the decrease in the value of the Products, the Products must be used and tried in the manner as it can be done in an ordinary store and the Products must be returned in their original packaging and in their entirety (all of the items included in the product packaging must be present along with any gifts related to the Contract). If the Purchaser uses the Products more than it is necessary in order to ascertain the nature and functioning of the Products or does not return the Products in their original packaging and in their initial full set, the Purchaser is responsible for the decrease in the value of the Products.
8.11. The Product can be returned via a carrier or to the Company’s location. Direct costs of returning the Products must be covered by the Purchaser.
8.12. If the condition of the Products that are to be returned has worsened, the Purchaser is responsible for the decrease in the value if they have used the Products for a purpose other than that necessary for ascertaining their nature, qualities and functioning. In order to ascertain the nature, qualities and functioning of the Products, the Purchaser may only handle and use the Products to the extent that is usually allowed in store.
8.13. The Company has the right to submit claims arising from the decrease in the value of the Products against the Purchaser no later than within one (1) month of receiving the returned Products.
8.14. If the Purchaser has used or tried the Products being returned in any other manner than that usually permitted in a store or has used the Products more than it is necessary in order to ascertain the nature, qualities and functioning of the Products, the Purchaser is responsible for the decrease in the value of the Products and the Company has the right to deduct this amount from the purchase price subject to payment. If the Purchaser does not agree to the decrease in the value as indicated by the Company, the Purchaser has the right to address an independent expert in order to establish it. The costs of an independent expert shall be paid by the party whose position did not prove to be substantiated. If it is impossible to find out such a party, the costs related to the expert assessment shall be divided between the Purchaser and the Company in equal parts.
9. Account Termination or Suspension
9.1. At any time, the Company is entitled to restrict, suspend or terminate any Purchaser’s Account, the Website and/or the Services; deny or restrict access to the Website including its content or tools, delay or remove hosted content, and take technical and legal measures; deny processing any Contract; cancel or reverse any Contract or pending Contract.
9.2. The Company has the right to cancel, suspend or restrict access to its Website or Services, and to take any other action it deems appropriate, if the Purchaser does not meet the requirements referred to in these Terms and Conditions or stops fulfilling them. Under no circumstances will the Company be responsible for costs, losses or damages of any kind that the Purchaser or any third party may suffer as the result of such cancellation, suspension or restriction of access to the Website or the Services.
10. Purchaser’s Obligations
10.1. In connection with the use of the Services, you represent and warrant that you will provide the Company with true, accurate, current and complete identity information and, where requested, further documentation to verify your identity.
10.2. When using the Services, you will comply with these Terms and Conditions as well as any applicable laws, rules or regulations in force in any relevant jurisdiction. If you use the Services in connection with illegal activity, the Company will report you to the appropriate legal and/or regulatory authorities.
10.3. When using the Services, you will not:
10.3.1. provide false, inaccurate, or misleading information; or
10.3.2. refuse to provide confirmation of any information you provide to us (including proof of identity) or refuse to co-operate in any investigation.
10.4. If you use the Services as a legal entity, you warrant that such legal entity is duly incorporated/established and in good standing under the applicable laws of the jurisdiction of its incorporation, and the representative of such registered legal entity is duly authorised to act on its behalf.
10.5. The Purchaser is solely responsible for the safekeeping of their Account information. The Purchaser is responsible for all activities under their log-in e-mail and Account. The Purchaser agrees to notify the Company immediately if they are aware of any unauthorised use of their Account and will strictly observe the security, authentication, and any other mechanism or procedures established on the Website or requested by the Company.
11. Exclusion of Liability
11.1. The Company shall not be liable to the Purchaser for:
11.1.1. any failure to fulfil your instructions as a result of circumstances which could reasonably be considered to be outside our control;
11.1.2. malfunctions in communications facilities which cannot reasonably be considered to be under our control;
11.1.3. any losses or delays in the performance of the Services arising out of the use of any internet services provider, or caused by any browser or other software which is not under our control; or
11.1.4. errors on the Website or with the Services caused by incomplete or incorrect information provided to us by you or a third party.
11.2. The Company shall have no responsibility for any fees or charges you may incur by the use of a particular payment instrument in connection with the Services. These may include but are not limited to unauthorised or authorised overdraft fees imposed by banks.
11.3. Any claim for compensation made by you must be notified to us and supported by the relevant documentation.
11.4. If the Website contains links to a third-party website, the Company does not guarantee that the information displayed on these websites is correct, complete or accurate. The Company is not obligated and will not control the information of these websites. The owners of these third-party websites will be liable for the content of these websites.
11.5. The Company has no obligation to maintain your Account username or password. The Company will not be liable if you misplace, forget or lose your Account username or password because of anything other than the Company’s negligence.
12. Intellectual Property
12.1. The Website and Services and all intellectual property relating to and contained in them (including but not limited to, copyright, patents, database rights and trademarks) are owned by or licensed to the Company. All right, title and interest in and to the Website and the Services shall remain the property of the Company.
12.2. The Website and Services may be used only for the purposes permitted by these Terms and Conditions. You may not duplicate, publish, modify, create derivative works from, participate in the transfer or sale of, post on the internet, or in any way distribute or exploit the Website or Services without the Company’s express written permission.
13. Force Majeure
13.1. The Company will not be liable in any way for failure to perform its obligations due to any Force Majeure Event. By using the Service, to the extent permitted by the applicable law, the Seller shall agree that no other party (including, without limitation, the Company) will be held liable for any loss arising out of, or in any way connected to, any Force Majeure Event.
14. Processing of Personal Data
14.1. The Seller’s personal data related to and under these Terms and Conditions will be processed in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council (General Data Protection Regulation) and the Company’s Privacy Notice. Detailed information regarding processing of personal data by the Company and information about data subjects’ rights and implementation of them can be obtained from Privacy Notice available on the Website here.
14.2. All the personal data disclosed in the course of visiting the Website and making purchases shall be treated as confidential information. The encrypted data communications line with banks ensures the security of the personal data and bank account information of the Purchaser. The representatives of Company do not have any access to the respective encrypted data.
15. Applicable Law and Jurisdiction
15.1. The law of the Republic of Estonia shall apply to these Terms and Conditions.
15.2. All disputes arising from these Terms and Conditions shall be settled by negotiations between the parties. If the dispute is not settled by negotiations within a reasonable timeframe, it is to be referred to the Harju Country Court, Tallinn, Estonia.
16. Miscellaneous
16.1. If the Terms and Conditions are in conflict with the information provided on the Website or any other document, the Terms and Conditions will prevail.
16.2. Materials and other content published on the Website or elsewhere are not binding and do not, unless explicitly referred to herein, form part of these Terms and Conditions, and are of descriptive nature only.
16.3. The Terms and Conditions, Website content, and/or other documents and information may be translated into other languages. In case of a conflict between the Estonian and translated version of the respective document, the Estonian version shall prevail.
16.4. If any provision of these Terms and Conditions is or becomes illegal or unenforceable under a relevant jurisdiction, in whole or in part, such a provision will be deemed ineffective from these Terms and Conditions without affecting the remaining provisions, which will continue in full force and effect.
General Terms and Conditions for Seller
Last modified: 01 January 2024
These General Terms are stipulated by INDIEDRINKS EE OÜ, a company incorporated in Estonia, registry code: 16305658, address: Suur-Sõjamäe tn 14, Tallinn, Harjumaa, 11415 (hereinafter „Company“)
Please read carefully these General Terms, the Annexes and all material and information incorporated here as reference, as these set out your and our legal rights and obligations in relation to using the Website and selling the products on the Website. You will be asked to agree to these General Terms before creating an Account and using the Services. It is not possible to register an Account and/or use the Services without agreeing to these General Terms.
These General Terms are available in the English language only. You should print a copy of the General Terms for future reference. We will not file a copy specifically in relation to you, and that version of these General Terms may not be accessible on the Website in the future. You can always see the currently valid version of these General Terms on the Website or contact us to receive a copy of these General Terms via email. These General Terms may change. In such case, we will give you a 30-day notice, at the end of which period you will be deemed to have accepted the new General Terms by continuing to use the Services.
For more information about the Company, you can refer to the “Contact” section of the Website or the “Contact” section of these General Terms.
1. Subject Matter
1.1. The Company undertakes to market the Seller’s products by rendering Services listed in Appendix 1 (Special Terms) to these General Terms (hereinafter the „Products”) in the Republic of Estonia and in any other countries as agreed by the Parties (hereinafter the „Territory“), and the Seller undertakes to pay a Fee to the Company as stipulated in Appendix 1 (Special Terms) to these General Terms.
1.2. The Seller’s products will be published on the Company’s Website for sale to Purchasers.
1.3. The Seller remains entitled to grant any other person or undertaking within the Territory the right to market and sell the Products. Furthermore, The Seller is itself entitled to market and sell the Products directly to customers in the Territory.
1.1. Account – a personal user account on the Website where the Seller can use the Services.
1.2. Agreement – the agreement between the Company and the Seller, which consists of these General Terms and the Special Terms.
1.3. Business Day – a calendar day that is not a Saturday, a Sunday, a national or a public holiday in Estonia.
1.4. Company or us – INDIEDRINKS EE OÜ, a limited liability company incorporated in the Republic of Estonia with the registration number 16305658 and registered address at Suur-Sõjamäe 14, 11415 Tallinn, Estonia.
1.5. Contract or Sale – an agreement concluded between the Company and the Purchaser for the latter to purchase the Seller’s Products.
1.6. Fee – a fee payable by the Seller to the Company for the marketing of the Products and use of Services. The Fees applicable to the Seller are available under the Account, in Appendix 1 (Special Terms) to this Agreement here, and in other documents shared between the Company and the Seller.
1.7. Force Majeure Event – an event, or a series of related events, that is outside the reasonable control of the Party affected (including but not limited to failures of or problems with the Internet or a part of the Internet, hacker attacks, virus or other malicious software attacks, power failures, telecommunication failures, disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, strikes, terrorist attacks, wars, government restrictions, embargoes, earthquakes).
1.8. Party or Parties – under this Agreement, severally the Seller or the Company or jointly the Seller and the Company.
1.9. Products – the Seller’s alcoholic or non-alcoholic beverages that are published on the Website for sale, or sold on the Website.
1.10. Purchase Price – a price at which the Products are published on the Website and sold to the Purchaser, excluding value-added tax and packaging excise.
1.11. Purchaser – a natural person with active legal capacity, or a legal person, who has agreed to the Terms and Conditions for the Purchaser available here.
1.12. Seller or you – a legal person, who has agreed to these General Terms, has registered the Account and has used or has requested from the Company to use the Services.
1.13. Service – the services rendered by the Company on the Website, mainly (but not limited to) the provision of online marketplace for publishing the Products for purchase, and the delivery of Products to the Purchaser by the Company. The full list of Services is available here.
1.14. Website – a web-based online environment available at https://ee.indiedrinks.direct/ through which the Service is mediated, and which is operated by the Company.
2.1. By using the Company’s Services, you confirm that you have read these General Terms, agree to these General Terms and undertake to comply with these General Terms. If you do not agree to these General Terms, you must refrain from using the Services and registering the Account.
2.2. These General Terms set out the Seller’s rights and obligations for using the Services, including, but not limited to, terms for offering and selling the Products on the Website, terms for the delivery and return of Products, and liability of the Parties.
2.3. The terms of the Contract that will be concluded between the Company and the Purchaser to purchase the Products will be regulated in the Terms and Conditions for the Purchaser accessible here.
2.4. To use the Services, the Seller must have legal capacity to enter into an agreement, not be prevented from using the Services by any applicable legislation and must be in good standing with all relevant regulatory bodies.
2.5. By using the Services, the Seller agrees to pay the Fee according to Section 6 of these General Terms.
2.6. The Seller can only access the Account and use the Services on their own behalf and in their own name. Account access and use of the Services on behalf of third parties is forbidden.
2.7. The Services are available for Sellers worldwide, but the Products are only sold in the territory of the Republic of Estonia and based on Estonian jurisdiction. The Company has at any time the right to stop providing Services to any territory without prior notification or any liability.
2.8. The Seller grants to the Company an exclusive right to be engaged, on behalf of and for the Seller, in the wholesale and retail sale of the Products on territories mentioned in the Section 7 of these General Terms. The Seller will not grant any other person or undertaking the right to market and sell the Products in the territories mentioned in the Section 2.7 of these General Terms. The Seller is itself entitled to market and sell the Products directly to customers on the territories mentioned in the Section 2.7 of these General Terms.
3.1. The Services are designed to give you the opportunity to publish and sell the Products on the Website.
3.2. The Company may change and update the list of Services as they become or cease to be available at any time without informing the Seller thereof.
3.3. Subject to these General Terms, the Company agrees to provide the Services to you in accordance with your reasonable instructions and using reasonable care.
3.4. If the Account is made available by the Company, the Company will forward user credentials to the Seller’s e-mail, and the Seller must change the password after the first login.
3.5. To use the Services and to register the Account, the Seller will be required to provide an e-mail address. As part of the using of the Services and registering the Account you may be asked to provide information that the Company collects for its Know Your Client (KYC) purposes. This may include, but is not limited to, your company’s business name, registration number, VAT number (if applicable), address, and contact details.
3.6. Before opening the Account, you will be required to read and accept the Privacy Notice and these General Terms. Depending on certain conditions, your application may be rejected and, therefore, you may not be allowed to use the Services.
3.7. The Seller’s refusal to provide the requested information will grant the Company the right to suspend, restrict, or cancel the access to the Website and the Services.
3.8. Once your identity has been validated, you will be able to use the Services. The Company reserves the right to suspend provision of the Services to you at any stage and request further information/documentation. The Company may refuse registering your Account or remove any published Products on the Website for any reasons and is under no obligation to inform you of the reasons behind the decision.
3.9. The Company will transfer to the Seller the amounts of Purchase Price received from the Purchaser according to the Section 6 of these General Terms.
3.10. The Company will inform the Seller, at its request, about the process of provision of the Services.
4.1. The Seller shall provide to the Company a complete list and quantity of the Products on the Website or via e-mail, depending on how it is agreed between the Parties for each instance.
4.2. The Seller shall provide the true and correct content (description, name) and price of the Product (Purchase Price) that is not misleading for the Purchaser on the Website or to the Company via e-mail, depending on how it is agreed between the Parties. The content must adhere to the rules of the Content Manual available here. The Seller must fill out all fields which are mandatory or send all information which is required.
4.3. The description of the Products must be provided in English and the official local language of the jurisdiction where the Products are sold, unless otherwise agreed in writing between the Parties. The Company has the right to translate the description to any language, and the Seller will bear the cost of such translation.
4.4. The Seller must upload the true and correct picture(s) of the Products that is not misleading for the Purchaser on the Website next to the description of the Products. The picture(s) must adhere to the rules of the Content Manual available here. The Seller confirms by agreeing with these General Terms that the Seller has all rights, including relevant intellectual property rights, to upload the pictures of the Product to the Website and use the picture for any other purpose, including advertising, on the Website.
4.5. The Seller shall provide the Company with sales and marketing information applicable to the Products as well as other information needed by the Company for carrying out its obligations under the Agreement.
4.6. The Company shall be responsible for the display of the Products on its website, and producing additional marketing materials (i.e. webpage design). For the avoidance of doubt, each Party will bear all its own marketing costs.
4.7. Only the Products delivered to the Company and cleared for sale in Estonia will be published on the Website for sale.
4.8. The publication made by the Seller on the Website will be on hold until the Company has received the delivery of the Products and the Products are cleared for sale in Estonia by the Company. The Company has the right to and may amend the content of the Product on the Website. The Company will review the information regarding the Product published by the Seller before the Product will be publicly available on the Website. The Company will review the content within ten (10) Business Days from receiving the Products or information regarding the Product, whichever is later. Notwithstanding anything else, the Company has the final right to decide whether to publish the Products on the Website for sale or not.
4.9. If the content of the Product does not comply with the applicable law or these General Terms, the Company will refuse to publish the Product on the Website. The Company will inform the Seller about such rejection. The Company may, but is not required to, amend the content in the manner that would make it compliant with the applicable law and these General Terms. If the Company amends the content of the Product, the Seller must accept or reject the amendments within two (2) Business Days.
4.10. To publish the Products on the Website for the first time, the Company may require a deposit from the Seller for the provision of Services. If the Company requires the deposit, the Company will provide the information, sum of deposit and payment details on the Account or via e-mail.
4.11. The Company will offer Products at the Purchase Price that is set by the Seller on the Website. The Purchase Price marked by the Seller must exclude value-added tax. The value-added tax will be added to the Purchase Price by the Company according to the applicable law.
4.12. The order submitted by the Purchaser will become binding between the Purchaser and the Company only if the order is confirmed by the Company and/or the invoice is issued to the Purchaser.
4.13. The Company will offer Products to the Purchasers in accordance with these General Terms, the Terms and Conditions for the Purchaser, and as marked on the Website by the Seller.
4.14. The Company has the right to provide discounts and campaigns for the Products, the terms of the discounts and campaigns will be agreed in writing between the Parties.
5.1. The Seller shall deliver the Products to a pre-agreed Company’s location.
5.2. The Seller shall bear all costs related to the Product until the Product is sold, including (but not limited to) the transportation and delivery costs to the Company’s location, and the unloading costs at the Company’s location. For the avoidance of doubt, the Seller also bears the costs and expenses incurred after the moment of acceptance of the Products by the Company, e. storage costs.
5.3. The Company shall store the Product for a maximum period of six (6) months. If the Product remains unsold after that time, the Company will return the Product to the Seller or, should the Seller not accept the returned Product, the Company shall dispose of it. In either instance the Seller will bear the related costs.
5.4. The transportation pallets will become the property of the Company, unless otherwise agreed between the Parties.
5.5. The Seller ensures that the Products supplied by the Seller meet all the quality, safety and other requirements and standards, which are required for such Products.
5.6. The ownership of Products will remain with the Seller, unless otherwise agreed between Parties. The ownership of the Product will transfer from the Seller to the Purchaser after the sale of the Product. The Company will issue the Purchaser with an invoice on behalf of the Seller. For the avoidance of doubt, it is the Seller and not the Company that sells the Product to the Purchaser.
5.7. The Seller has the right to send the delivered Products to another location or back to the Seller’s location at any time. If the Seller requests to send the Products to another location, the Seller shall bear all costs and expenses associated with the delivery. The Company has the right to refuse to send the Product if the Seller has unsettled invoices.
6.1. The Company is entitled to the Fee if a contract for the Seller’s Product is concluded between the Company and the Purchaser (hereinafter the “Fee”). The Seller shall pay the Fee to the Company for the use of the Services. The Fee shall be calculated in respect of each completed transaction made on the Website and/or each additional Service used as detailed under the Account and according to Appendix 1 (Special Terms) to this agreement.
6.2. The Fee consists of a fixed component charged proportionally to the amount of each invoice, and a variable component that consists of costs related to the marketing, storage, delivery, and other activities related to the Product.
6.3 Any taxes imposed on the Fee are to be declared and paid or withheld by the Company.
6.4.The Company reserves the right to change the Fees at any time. The Company will notify the Seller about such change through the Account or by email thirty (30) calendar days prior to the change being effective.
6.5. The Company is entitled to the Fee after the Company has received a payment of the invoiced amount from the respective Purchaser and the Purchaser has received and accepted the Products under the sales agreement and applicable law.
6.6. The Company will collect the Purchase Price. In case of card payment, the transfer goes automatically to the bank account of the Company. In case of issuing an invoice, the bank details of the Company are provided on the invoice.
6.7. Information about the concluded sales is made available to the Seller via the Website. The Company will additionally send to the Seller by the tenth (10) calendar day of each month a report of the last month’s sales that were concluded on the Website and the last month’s stocks via email. The report will include, among others, the following in respect of Seller’s products:
6.7.1.1. The Seller’s invoice to the Company;
6.7.1.2. The total amount of the Purchase Price accepted by the Company in the respective month;
6.7.1.3. The amount of the Fees accrued in the respective month;
6.7.1.4. An invoice for the Fees;
6.7.1.5. A table explaining deduction of the Fees from the Purchase Price of the respective month;
6.7.1.6. Information about the existing stock.
6.8. Date of receipt of the report referred to in Section 6.7 will be the Business Day following the day of dispatch. The Seller has the right to challenge the data of the report within five (5) calendar days from the date of receipt. If the Seller does not challenge the report within this timeframe, the report is considered approved by the Seller without objections.
6.9. The Company will transfer the collected Purchase Price to the Seller within three (3) business days from the approval of the report, and the Fees will be deducted from the transferrable Purchase Price. The Company has the right to extend the payment date for ten (10) further Business Days or until the dispute between the parties has been settled if the Seller has challenged the report according to Section 6.8 of these General Terms.
6.10. If the transferrable Purchase Price is insufficient to deduct the Fees, the Seller shall pay the absent part of the Fees to the Company’s bank account within seven (7) Business Days from the receipt of the report referred to in Section 6.7 of these General Terms. If the Seller does not pay the absent part of the Fes to the Company, the Company will deduct the respective amount from the future transfers to the Client.
6.11. Notwithstanding the above, the Company will have the right to withhold the respective part of the payments to the Seller if the withdrawal period of the Product has not ended, or the Purchaser has filed a complaint on the Website regarding the Seller’s Product.
7.1. The Company will provide the Purchasers with appropriate customer service and handle the Purchasers’ claims and complaints.
7.2. The settlement costs shall be covered by the Party responsible for the issue causing the complaint if not agreed otherwise by the Parties.
7.3. If the incorrect Product, broken Product, or out-of-date Product is delivered to the Purchaser, the Company will replace or reimburse the relevant Product at the Company’s own expense. Thereafter, the Company will deduct the respective amount from the Purchase Price transferred to the Seller should the Seller be responsible for the Product being incorrect, broken or out-of-date.
7.4. After receiving the complaint or request to withdraw from the Contract from the Purhaser, the Company itself has the right to decide whether to accept the complaint and return the Purchase Price or the Company will direct the complaint with additional information of the relevant Product to the Seller for the decision-making.
7.5. If the seller receives the complaint according to Section 4 and 7.5 of these General Terms, the Seller must provide its answer to the Company within five (5) Business Days. If the Seller does not provide its answer within the timeframe, the complaint is considered approved by the Seller without objections, and the Company will refund the Purchase Price to the Purchaser.
7.6. The Products that are returned shall be used as samples and will not be sold to Purchasers unless otherwise agreed between the Parties.
7.7. If the Purchase Price of the Product that is returned has been transferred to the Seller, the Company will debit the sum from the next month’s payment.
8.2. The Company has the right to cancel, suspend or restrict access to its Website or Services, and to take any other action it deems appropriate, if the Seller does not meet the requirements referred to in these General Terms or stops fulfilling them. Under no circumstances will the Company be responsible for costs, losses or damages of any kind that the Seller or any third party may suffer as the result of such cancellation, suspension or restriction of access to the Website or the Services.
9.1. In connection with the use of the Services, you represent and warrant that you will provide the Company with true, accurate, current and complete information and, where requested, further documentation to verify your identity.
9.2. When using the Services, you will comply with these General Terms as well as any applicable laws, rules or regulations in force in any relevant jurisdiction. It is a breach of these General Terms to use the Services in connection with illegal activity.
9.3. The Seller must pay to the Company the Fee according to Section 6 and Appendix 1 (Special Terms) to this Agreement.
9.4. The Seller must provide to the Company all the required and requested information that is essential for the provision of the Service.
9.5. When using the Services, you will not:
9.5.1.provide false, inaccurate, or misleading information; or
9.5.2. refuse to provide confirmation of any information you provide to us (including proof of identity), or refuse to cooperate in any investigation.
9.6. The Seller warrants that the Seller’s legal entity is duly incorporated/established and in good standing under the applicable laws of the jurisdiction of its incorporation, and the representative of the registered legal entity is duly authorised to act on its behalf.
9.7. The Seller is solely responsible for the safekeeping of their Account information. The Seller is responsible for all activities under their log-in e-mail and Account. The Seller agrees to notify the Company immediately if they are aware of any unauthorised use of their Account and will strictly observe the security, authentication, and any other mechanisms or procedures established on the Website or requested by the Company.
10.1. The Company shall not be liable to the Seller for:
10.1.1. any failure to fulfil your instructions as a result of circumstances which could reasonably be considered to be outside our control;
10.1.2. malfunctions in communications facilities which cannot reasonably be considered to be under our control;
10.1.3. unauthorised access to or alteration of the Seller’s transmission of data;
10.1.4. any losses or delays in the performance of the Services arising out of the use of any internet services provider, or caused by any browser or other software which is not under our control; or
10.1.5. errors on the Website or with the Services caused by incomplete or incorrect information provided to us by you or a third party.
10.2. The Company will attempt to render the Service and conclude the Contract promptly. However, any Service or conclusion of the Contract may be delayed or cancelled for reasons beyond our control, including, but not limited to, our efforts to comply with applicable law, or due to variations in business hours and Business Days. In such circumstances, we shall not be liable to you for any direct or indirect cost, loss, or damage you may suffer, unless such delay or cancellation is due to our negligence.
10.3. The Company does not guarantee that the Website, or any content on it, will always be available or be uninterrupted. Access to the Website is made available to the Seller on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Website without notice. We will not be liable to you if for any reason the Website or the Services are unavailable at any time or for any period.
10.4. Any claim for compensation made by you must be notified to us and supported by the relevant documentation.
10.5. You agree to indemnify and hold harmless the Company, our subsidiaries, affiliates, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders from all cost, loss, damage, claims, actions or demands, including reasonable legal fees, arising out of your use or misuse of the Website and Services, your violation of these General Terms or any other violation of the rights of another person or party.
10.6. The Company has no obligation to maintain your Account username or password. The Company will not be liable if you misplace, forget, or lose your Account username or password because of anything other than the Company’s negligence.
10.7. If a Party fails to pay on the due date any amount that is payable to the other Party pursuant to this Agreement, then that amount shall bear default interest from the due date until the date of actual payment at the simple rate of 5% (five percent) per annum.
10.8. The Parties are liable for the actions of any person the respective Party uses for fulfilment of its obligations under the Agreement, including its employees and representatives.
11.1. Parties must keep confidential all information which has become known to the respective Party in the course of performing its duties under this Agreement and unless it is clearly evident that the respective Party does not have any interest in keeping the relevant information confidential, the disclosure is without a doubt mandatory under the applicable law or the other Party has granted a written permission to disclose the relevant information. The confidentiality obligation includes the prohibition to use the confidential information for any other purposes than fulfilment of obligations under this Agreement. The confidential information shall include, but shall not be limited to, the Party’s business or production secrets.
11.2. The Party’s business or production secret is any information about the business or production activities of the Party. Such information includes, but is not limited to, any financial information about the respective Party and these General Terms, any information about the methods of cost estimation, methods and processes of the production of Products, sales activities, business partners, marketing plans, cost, Fee and price structuring, sales strategies and other such information.
11.3. The Parties undertake not to use any confidential information of the other Party for the benefit of itself or any third party or any purpose other than the performance of this Agreement.
11.4. Confidential information may occur in any recognisable form, such as written (signed or not signed), oral, or electronic and it may be contained in any type of document or its part.
11.5. In case of doubt, the Party shall treat any relevant information as confidential and consult the other Party prior to any disclosure.
11.6. After the termination of this Agreement, the Party shall return all confidential information, documents, and data carriers to the other Party within thirty (30) calendar days.
11.7. The confidentiality undertakings herein shall survive any expiry or termination of this Agreement and shall be effective during the entire term of the Agreement and indefinitely thereafter, but in no event less than for the period of 5 (five) years after the expiry or termination of the Agreement.
12.1. The Website and Services and all intellectual property relating to and contained in them (including, but not limited to, copyright, patents, database rights, and trademarks) are owned by or licensed to the Company. All rights, title and interest in and to the Website and the Services shall remain the property of the Company. The Company shall not acquire any rights, title, or interest in or to any of the Seller’s intellectual property rights.
12.2. The Company and the Personnel shall use all intellectual property rights (e.g. trade names, trademarks, patents, copyrights, and trade secrets) relating to the Products only to the extent necessary for the performance of their obligations under this Agreement and in the Seller’s sole interest.
12.3. The Website and Services may be used only for the purposes permitted by these General Terms. You may not duplicate, publish, modify, create derivative works from, participate in the transfer or sale of, post on the internet, or in any way distribute or exploit the Website or Services without the Company’s express written permission.
12.4. The Seller shall give the Company the right to use all intellectual property rights (e.g. trade names, trademarks, patents, copyrights, and trade secrets) relating to the Products for the purpose of identifying, advertising, and selling the Products within the scope of these General Terms and in the Company’s and Seller’s sole interest on the Website or on any other medium.
12.5. The Company shall acquire no right, title, or interest in or to any of the Seller’s or the Products’ manufacturer’s intellectual property rights. Furthermore, the Company shall not register any trademark, trade name, domain name, or symbol of the Seller (or which are confusingly similar thereto) anywhere.
12.6. The Company will not challenge the validity of the Seller’s intellectual property rights.
13.1. The Parties shall not be responsible for any delay or other suspension or deviation in the performance of its obligations under the Agreement which is (in whole or in part) caused by an event, or a series of related events, that is outside the reasonable control of the Party affected (including but not limited to failures of or problems with the Internet or a part of the Internet, hacker attacks, virus or other malicious software attacks, power failures, telecommunication failures, disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, strikes, terrorist attacks, wars, government restrictions, embargoes, earthquakes).
13.2. If Force Majeure hinders timely performance of the contractual obligations, the time of performing the respective obligation shall extend by the period during which the performance of the obligations was hindered by Force Majeure. The Parties shall take reasonable measures to minimize the effects of the Force Majeure conditions. Either Party shall be entitled to terminate the Agreement by notice to the other Party if performance of the Agreement is suspended due to an event of Force Majeure for more than 2 (two) months. The termination is the Party’s sole right and legal remedy in case of the Force Majeure event.
15.1. This agreement shall enter into force on the date provided on the first page of this agreement and shall be in force indefinitely, unless terminated earlier under the provisions of this agreement.
15.2. The Seller may terminate these General Terms ordinarily by notifying the Company at least ninety (90) calendar days in advance in writing. All Fees, invoices and other financial issues must be settled by the termination date. The termination date shall extend by the time the Seller has settled all unpaid Fees, invoices or other financial issues to the Company.
15.3. In case of a continuous supply contract with a Purchaser regarding products of the Seller, the Seller will be notified of such contract and the terms thereof (i.e. termination clauses and contractual penalties). The Seller has the right to challenge the conclusion of such contract within five (5) calendar days from the date of receipt of the notification. If the Seller does not challenge the report within this timeframe, the report is considered approved by the Seller without objections and the seller shall bear the contractual penalties if the continuous supply contract cannot be fulfilled due to the Seller (including ordinary termination by the Seller as stipulated in section 14.2). The Company shall act in good faith to avoid any contractual penalties.
15.4. Either Party may terminate this Agreement with immediate effect in the event of a material breach by the other Party of its obligations under this Agreement, provided that the other Party has not cured such breach within a period of 30 (thirty) calendar days from a notice of such breach. Termination of this Agreement shall be effective after such 30 (thirty) days period.
15.5. Either Party shall be entitled to terminate this Agreement with immediate effect (without giving the other Party a cure period) if the other Party:
15.5.1. ceases to conduct its business;
15.5.2. becomes insolvent or any insolvency proceedings are commenced against the Party;
15.5.3. files a voluntary petition for bankruptcy or is declared bankrupt.
15.6. The Seller has the right to terminate these General Terms after receiving the Fee change notification according Section 3 of these General Terms by notifying the Company within five (5) calendar days from receiving such notification. In such a case, these General Terms will terminate on the last date the agreed Fee was in force. The termination date shall be extended by the time the Seller has settled all unpaid Fees, invoices or other financial issues to the Company (see clause 14.3. of these General Terms).
15.7. If the Seller breaches these General Terms, the Company may terminate the provision of Services with immediate effect.
15.8. The Seller must collect all unsold Products and other belongings that were delivered to the Company within ten (10) calendar days from the date of termination. The Company has the right to hold all of these Products and other belongings until the Seller has settled all unpaid invoices.
15.9. The termination of these General Terms on any grounds will not exempt the Parties from liability for violations of these General Terms arising during the term of its validity.
15.10. All clauses intended to survive the termination of the General Terms will survive, including, but not limited to, section 12 (Intellectual Property) and section 11 (Confidential Information).
16.1. The Seller may not transfer, delegate to a third party, encumber, or dispose in any way of the rights and obligations linked or derived from the use of the Website, the Services, or these General Terms, unless otherwise provided by the applicable law or agreed in writing between the Parties. Likewise, the Seller is forbidden from reselling the Company’s Services to third parties.
16.2. The Company may assign, transfer, delegate or dispose of the rights and obligations in these General Terms, in any form and to any person at the Company’s discretion.
18.1. Any notice, communication, or consent required or permitted by this Agreement shall be in writing or in the format that can be reproduced in writing (e-mail). If written form is not mandatory under the agreement, then a format that can be reproduced in writing (e-mail) is sufficient.
18.2. All notices and other communication shall be deemed to take effect as of their receipt. A notice in writing shall also be deemed as received when sent by registered mail to the other Party’s address set out in section 14.3 and 5 (five) business days have passed since the dispatch of the notice. Notices and communications sent by e-mail shall be deemed effective upon the sender receiving a reply or other acknowledgement from the recipient. If the sender has not received a reply or other acknowledgement within 2 (two) business days after sending an e-mail, a second e-mail (a reminder together with the original e-mail) must be sent to the other Party. In that case, the notice shall be deemed effective after 3 (three) business days have passed since sending the second e-mail.
18.3. The following contact information shall be used for notices and other communication under this Agreement:
18.4. INDIEDRINKS EE OÜ: | contact person: Rasmus Uusküla, Alex Klaos |
18.5. [insert name of the Seller]: | contact persons: [insert contact person] address: [insert address] e-mail: [insert e-mail] |
18.6. Each Party shall notify the other Party in writing of changes in data stipulated in section 14.3 immediately after the data has changed, as of receipt of the notice the data stipulated in section 14.3 shall be deemed to have been changed accordingly.
19.1. If you wish to ask any question related to the Services or the Website, you can contact the Company by writing an e-mail to Support-ee@indiedrinks.direct.
19.2. If you wish to make a complaint about any aspects of the Services, the complaint must be made in writing and forwarded to Complaints-ee@indiedrinks.direct.
19.3. The Company will acknowledge receipt of your complaint within two (2) Business Days. The Company will investigate your complaint and come back to you with the results of our investigation no later than seven (7) Business Days after receipt of your complaint.
21.1. The law of the Republic of Estonia shall apply to these General Terms.
21.2. All disputes arising from these General Terms shall be settled by negotiations between the parties. If the dispute is not settled by negotiations within a reasonable timeframe, it is to be referred to the Harju County Court, Tallinn, Estonia.
22.1. In the event of any conflict or inconsistency between the Special Terms and the General Terms attached hereto as Appendix 1, the Special Terms shall prevail unless expressly stated otherwise in writing.
22.2. If the General Terms are in conflict with the information provided on the Website or any other document, the General Terms will prevail.
22.3. Materials and other content published on the Website or elsewhere are not binding and do not, unless explicitly referred to herein, form part of these General Terms, and are of descriptive nature only.
22.4. The General Terms, Website content, and/or other documents and information may be translated into other languages. In case of a conflict between the English and translated versions of the respective document, the English version shall prevail.
22.5. If any provision of these General Terms is or becomes illegal or unenforceable under a relevant jurisdiction, in whole or in part, such a provision will be deemed ineffective from these General Terms without affecting the remaining provisions, which will continue in full force and effect.
