Terms of Service - Elivance
These Terms are our standing offer for all our services. They become part of every contract we make with you, together with the written scope and quote for your project. If the written scope and these Terms differ, the written scope wins for that project. Your own general purchasing terms do not apply unless we agree to them in writing.
1. Who we are
Elivance Tmi, a Finnish sole trader business of Lidia Sorokina. Business ID (Y-tunnus): 2503638-4. VAT ID: FI25036384. Lappeenranta, Finland. Email: lidia@elivance.eu. Full company information: Company information. In these Terms "we" and "us" mean Elivance Tmi, and "you" means the business that orders from us.
2. Business customers only
2.1 We sell only to businesses: companies, sole traders and other organisations acting for their trade, business or profession. By ordering, you confirm that you act for such a purpose and that the person ordering may commit your business.
2.2 Before we accept an order we may ask for your business name, address, business ID and VAT ID. For the consultation, company name, country and (in the EU outside Finland) VAT ID are enough.
2.3 If it turns out that you ordered as a consumer, we may cancel the order and refund what you paid for work not yet done. Mandatory consumer rights that apply to you are not limited by these Terms.
3. Our services
3.1 We offer:
- Free intro call (30 minutes) - no obligation for either side, no contract is formed.
- Consultation on one area (45 minutes, written plan) - see Consultation terms.
- Setups - one finished piece of automation with a fixed scope (for example website enquiries into your CRM with an automatic reply).
- Full systems - several setups that work together for one area (for example the lead system or customer support).
- Connections - one data flow between two of your tools.
- Team setup - AI tools chosen and set up for agreed tasks in your team, plus training sessions.
- Ongoing support - monitoring, small changes and answers after launch, as a monthly plan.
3.2 Prices on our website are "from" prices. The price for your project is the price in your written quote.
3.3 We use ready-made software (yours or third-party services). We do not promise that third-party software will keep working the same way; changes by its vendor are handled under section 10 and section 13.
3.4 Accessibility. If accessibility rules (for example the European Accessibility Act) apply to your service, say so in the scope. We then build the parts we make to WCAG 2.2 level AA; you stay responsible for your service as a whole.
4. How a contract is formed
4.1 Written scope and quote. After a call or a consultation we send you a written scope and quote. It lists what is included and what is not included, the acceptance check (section 9), the timeline, the price, the payment schedule, the requirements on your side (for example a cloud phone line, API access, call tracking), where the work will run (section 12.1) and the expected monthly cost of your own tool subscriptions.
4.2 Acceptance by payment. The quote is our offer. The contract is formed when you pay the quote invoice: by paying, you accept the quote and these Terms. No signature is needed. A quote is valid for 30 days.
4.3 Start of work. We start work after your payment has arrived and, where we will access personal data you control, the data processing agreement is signed (section 15).
4.4 Changes. Changes to the scope are agreed in writing (email is enough) with their effect on price and timeline before we do them. Small clarifications that do not add work need no change request.
4.5 Ongoing support starts on the date in the quote or on the day after acceptance of the related project.
4.6 Consultation - a separate contract. The paid consultation is not formed through a written quote. A separate contract for the consultation is formed when you choose a time on our scheduling page, confirm the two checkboxes (business purchase; agreement to the Consultation Terms and these Terms) and your payment is confirmed. Our scheduling and payment providers keep your answers to both checkboxes, the time and the payment reference with the booking.
5. Prices and VAT
5.1 All prices are in euros and exclude VAT, unless the quote says otherwise. For customers in the United Kingdom and the United States we may quote the same figures in pounds or US dollars.
5.2 VAT is added as follows:
- Customers in Finland: Finnish VAT (ALV) at the current general rate, 25.5%, is added.
- Business customers in other EU countries with a valid VAT ID: no Finnish VAT (0%); the invoice states "Reverse charge" and you account for VAT in your country. Please give us your VAT ID before the invoice; we check it in the EU VIES system. Without a valid VAT ID we may have to add Finnish VAT.
- Customers outside the EU (for example the United Kingdom and the United States): no Finnish VAT (0%), because the services are taxed where the business customer is established; any local tax that applies on your side is yours to account for.
5.3 Our price does not include your own software subscriptions, phone line, message or AI usage fees, or other third-party costs. You pay them directly on your own accounts (section 12). The quote names the expected monthly cost.
5.4 Travel, if ever needed, is agreed in writing in advance.
6. Payment terms
6.1 Projects (setups, full systems, connections, team setup). Unless the quote says otherwise:
- 100% of the project price in advance; paying the quote invoice is your acceptance (section 4.2), and work starts after payment. For larger projects the quote may set milestones, each paid before it starts. 6.1a Extra work. Work you ask for that is not in the quote and whose time cannot be known in advance is charged afterwards at the hourly rate (section 13.2), by invoice.
6.2 Ongoing support is invoiced monthly in advance. The minimum term is three months.
6.3 Consultation is paid in advance when you choose a time - see Consultation terms.
6.4 How you pay. We send invoices by email as PDF or, on request, as an e-invoice (verkkolasku), from our business account; you pay by bank transfer using the reference number on the invoice. The consultation is paid by card when you choose a time, and customers outside the EU may pay any invoice by card through Stripe. Card details are handled by Stripe; we do not see or store them. A paper invoice by post is available on request for EUR 5 in Finland and EUR 10 abroad, plus VAT.
6.5 Due date. Advance invoices are paid before the work or the period starts. Invoices for extra work are due within 7 days of the invoice date.
6.6 Late payment. If an invoice is late, we charge late-payment interest under the Interest Act (633/1982) and follow these steps, within the Act on the Collection of Receivables (513/1999): (1) a first payment reminder, free of charge; (2) a second payment reminder, EUR 12, at least 10 days later; (3) a payment demand, EUR 50, at least 10 days after the second reminder; (4) a collection agency or court, whose costs are charged as that Act allows. We may pause the work and the support plan until the invoice is paid.
6.7 Payments are not refundable except as stated in these Terms or required by law.
7. Launch pricing
7.1 Projects agreed by 31 December 2026 get 30% off our listed prices for setups, full systems, connections and team setup. It does not apply to the consultation or to ongoing support plans.
7.2 "Agreed" means that you paid the quote invoice by 31 December 2026 (Finnish time). Work can continue into 2027 at the agreed price.
7.3 We take on 20 projects at this price, counted in the order the quote invoices are paid. The quote shows the listed price and the discount as a separate line. We confirm a place in the quote; we do not publish how many places are left.
7.4 The discount cannot be combined with other discounts unless the quote says so. Changes added later to a discounted project are priced at the discounted rate if added before acceptance of the project, and at the listed rate afterwards.
8. Timeline and cooperation
8.1 We give a planned timeline in the quote. It depends on you giving us, on time: access to your tools, the information we ask for, decisions, and test data.
8.2 If we wait for you, the timeline moves by the delay. If we wait for more than 30 days, we may pause the project; if we wait for more than 60 days, either of us may close the project under section 17.
8.3 You name one contact person who can make decisions for your business.
9. Acceptance check
9.1 The written scope includes an acceptance check: a short list of tests that show the work does what was agreed (for example "a test enquiry from the website form appears in the CRM within 1 minute and the sender gets the confirmation email").
9.2 When the work is ready, we run the check with you or send you the steps. You have 5 working days to run it and tell us about any failed test.
9.3 The work is accepted when the tests pass, or when you start using it in your normal business, or when 5 working days pass without a written report of a failed test.
9.4 If a test fails, we fix the cause and run the check again for that part. Small issues that do not stop the agreed use do not block acceptance; we fix them under section 10.
9.5 If a material defect cannot be fixed. A material defect is a failed test that stops the agreed use. If it is still not fixed after two fix rounds, or 30 days after your written report, whichever comes later, you choose: (a) accept the work with a price reduction we agree in writing for the missing part, or (b) end the contract for that part; we then refund what you paid for that part, hand over what was built, and you owe nothing more for it.
9.6 Texts for your customers in any language are prepared by us; you proofread and approve them before launch. You are responsible for the final wording you approve.
10. Fixes after acceptance (warranty)
10.1 For 30 days after acceptance, we fix free of charge any failure of the work to do what the written scope says.
10.2 This does not cover: changes by third-party vendors (new versions, changed APIs, price or plan changes), changes made by you or others in the setup, use outside the agreed scope, or new wishes. These are handled under an ongoing support plan or a new quote.
10.3 Fixing, or the remedies in section 9.5, are your only remedies for defects, except as section 11.4 says.
11. Liability
11.1 We do our work with professional care. We do not promise specific business results (for example a number of leads or sales).
11.2 Each party's total liability for all claims under a contract, including claims about personal data, is limited to the price of that contract. For a support plan without a fixed total, the price is the fees paid under it. This limit does not apply to the customer's duty to pay the fees, to intent or gross negligence, or to liability that cannot be limited by law.
11.3 Neither party is liable for indirect or consequential loss, such as lost profit, lost revenue or lost business. We are also not liable for loss or corruption of data that you could have prevented with normal backups. This does not affect the customer's duty to pay the fees.
11.4 Sections 11.2 and 11.3 do not limit liability for intent or gross negligence, or any liability that cannot be limited by law.
11.4a Personal data. Claims between us that arise from processing personal data under the data processing agreement fall under the limit in section 11.2; there is no separate or higher limit. Each of us bears any fine an authority imposes on it. Data subjects' rights under GDPR Article 82 are not limited; if one of us has paid compensation to a data subject for damage the other caused, it may claim back that part from the other (Article 82(5)). The same rule is written in the data processing agreement.
11.5 You must tell us about a claim in writing within 6 months of when you noticed or should have noticed the problem.
12. Where the work runs, your accounts and ownership
12.1 Where the work runs. The quote says which of these applies:
- Our servers (default). We build and run your automations on our servers in the EU: Hetzner Online GmbH (Germany) and OVH SAS (France).
- Your own server. On request, for extra privacy, we set up a server under your own hosting contract and do all the work there; we only access it.
- Your own cloud accounts. Where you already have accounts in cloud services, we build in those accounts with the access you give us.
12.2 Your accounts stay yours. Software subscriptions we set up for you run on accounts in your business's name, with you as the owner and you paying the subscriptions. We work with a user or admin access you give us. Shared folders for the project are created by you in your own storage.
12.3 When the project or support ends, we hand over all logins and settings we created and you remove our access. If your automations run on our servers, we hand over an export of the flows and settings. We do not keep copies of your data except as the data processing agreement allows.
12.4 What you own. After full payment, you own the work made specifically for you: your automation flows, configurations, prompts, texts, documents and training materials made for your project. If an invoice for the project, including extra work, is not paid within 7 days after a reminder, your right to use the work pauses until it is paid.
12.5 What stays ours. Our general methods, templates, reusable components and know-how stay ours. Where they are part of your work, you get a permanent, non-exclusive, royalty-free right to use and change them for your own business. You may not resell them as a product.
12.6 Third-party software is used under its own license and terms, which you accept with the vendor.
12.7 References. We name you as a client or describe your project publicly only with your written permission.
13. Ongoing support plans
13.1 A support plan includes monitoring of the agreed setups, small changes and answers to questions, up to the hours in the plan (for example up to 2 hours a month for one setup, up to 4 hours for a full system).
13.2 Unused hours do not carry over to the next month. Work beyond the included hours is agreed in advance and charged at EUR 80 per hour excluding VAT, unless the quote states another rate.
13.3 Response time: we reply within one business day (Finnish working days). Support plans are not a 24/7 service.
13.4 The minimum term is three months, unless the quote sets a fixed term (for example one year), which then applies. After that, either of us may end the plan in writing; it ends at the end of the calendar month following the month of notice, and that month is paid. Example: notice on 5 January, the plan ends on 28 February and February is paid.
14. Confidentiality
14.1 Each of us keeps the other's confidential information secret and uses it only for the contract. This covers business information, prices, customer data and login details.
14.2 This does not apply to information that is public, that the receiving side already had or got lawfully from someone else, or that must be disclosed by law or by an authority.
14.3 This duty lasts during the contract and 3 years after it ends; for login details and personal data it lasts as long as we hold them. We are happy to sign your NDA if you prefer.
15. Personal data
15.1 When we process personal data on your behalf (for example your customers' enquiries), you are the controller and we are the processor. We sign a data processing agreement under GDPR Article 28 before we get access to that data. You may use our Data Processing Agreement or your own.
15.2 You are responsible for having a lawful basis for the data and the messages you send through the setups, including your customers' consent where marketing messages or texts need it, and the information you give your customers.
15.3 How we handle the personal data of our own contacts is described in our Privacy Policy.
15.4 If a third party makes a claim against us because of data, content or messages you provided or told us to send, you cover our reasonable costs and any amount we must pay. We tell you about the claim promptly and let you take part in the defence.
16. Use of AI
16.1 In our work. We use AI tools to help with drafting, analysis, configuration and code. A person (Lidia Sorokina) checks and takes responsibility for every result we deliver. Your confidential information and personal data go to AI tools only as agreed in the written scope and the data processing agreement, and only through business plans of providers that do not train their models on that data.
16.2 In what we build for you. AI assistants we set up say clearly that they are AI. They answer from the information you approve and pass unusual requests to a person. You decide what they may say and do; you are responsible for using them lawfully toward your customers, including the transparency duties of the EU AI Act where they apply to you.
16.3 AI output can be wrong. Our setups include human checks where a wrong answer could harm you or your customers; you keep those checks in place.
16.4 We do not give legal, tax or financial advice. Where a setup touches tax or legal rules (for example invoicing software), your adviser confirms compliance.
16.5 AI notes on calls. Calls are held with an AI note-taking assistant (Fireflies) present. It records and transcribes the call so that Lidia can write the plan or notes for your work. This is a condition of the call, stated before you book or pay. It is based on legitimate interest and the contract (GDPR Article 6(1)(f) and (b)), not on consent. If you do not accept it, the call is not booked, or the normal cancellation rule applies; there is no special refund. Recordings and transcripts are kept for up to 12 months. Please tell anyone who joins from your side. Details: Privacy Policy.
17. Cancellation and ending the contract
17.1 Before work starts you may cancel a project in writing. We refund what you paid minus the cost of preparatory work already done, which we show you.
17.2 After work has started you may end a project in writing at any time. You pay for the work done up to the end date, calculated from the milestones or, if there are none, in proportion to the work done, and any third-party costs we have committed to for you. We refund any amount paid above that.
17.3 We may end a project or a support plan in writing if you do not pay within 14 days after a reminder, if you seriously break these Terms, or as section 8.2 allows. You pay for the work done up to the end date.
17.4 Either of us may end the contract with immediate effect if the other side becomes insolvent.
17.5 When a contract ends, section 12.3 (handover), section 14 (confidentiality), the data processing agreement and the payment of amounts due continue to apply.
18. Events outside our control
Neither of us is liable for delay or failure caused by events outside reasonable control, such as outages of third-party services, internet or power failures, or acts of authorities. The affected side tells the other without delay; the timeline moves.
19. Complaints and disputes
19.1 Tell us about any problem first at lidia@elivance.eu. We reply within one business day. We try to settle disputes by negotiation.
19.2 These Terms and every contract with us are governed by the laws of Finland, excluding its conflict-of-law rules.
19.3 Disputes that are not settled by negotiation are decided exclusively by the District Court of South Karelia (Etelä-Karjalan käräjäoikeus), Finland. For customers outside the EU we may instead agree arbitration in the quote.
20. Other terms
20.1 We may update these Terms. The version valid when you accepted your quote applies to that project; for support plans, we tell you about changes at least 30 days in advance, and you may end the plan before they take effect.
20.2 Notices are given in writing; email to the addresses in the quote counts as writing.
20.3 You may not transfer the contract to someone else without our written consent. We may use subcontractors under our responsibility; where they access personal data, the data processing agreement applies.
20.4 If a part of these Terms is invalid, the rest still applies.
20.5 These Terms are written in English. If we provide translations, they are for convenience only and the English text prevails.