TERMS AND CONDITIONS OF THE CLIENT CONTRACT OF ESTLEGAL CORPORATE SERVICES OÜ
1 January 2020
The terms and conditions of the client contract of Estlegal Corporate Services OÜ establish the principles on the basis of which legal and business services are provided to the client by Estlegal Corporate Services OÜ.
1. Definitions
1.1 Estlegal means Estlegal Corporate Services OÜ (registry code 14815504, seat Valukoja tn 8/1, 11415 Tallinn), which is registered in the register of economic activities of the Republic of Estonia (https://mtr.mkm.ee/).
1.2 The client means a person who has entered into a client contract with Estlegal.
1.3 The parties mean the client and Estlegal, who are the parties to the client contract.
1.4 Terms and conditions of the client contract mean the terms and conditions of the client contract of Estlegal Corporate Services OÜ on the basis of which services are provided to the client by Estlegal.
1.5 The client contract means an agreement for the provision of services entered into by Estlegal and the client in writing or electronically. The terms and conditions of the client contract and the price list of Estlegal or separately agreed service fees apply to the services.
1.6 The services mean the legal and business services provided to the client by Estlegal on the basis of the client contract. The list of services is published on the website of Estlegal.
1.7 The price list of Estlegal means the price list for services published on the website of Estlegal, based on which the client will be required to pay for services, unless a separate service fee has been agreed on.
1.8 The service fee means the service fee payable by the client to Estlegal for the provision of services on the basis of the client contract. The client will pay the service fee in the form of one payment or in the form of periodic payments based on the invoices issued by Estlegal.
1.9 The outcome means the object, thing, right, ownership, or another benefit obtained by the client or created for the client as a result of the provision of a service, which will be owned by the client and for which the client will be liable.
1.10 An employee means a person who provides services to the client as a representative of Estlegal by operating on the basis of an employment contract or a contract under the law of obligations.
1.11 A connected person means the client’s representative, employee, family member, cooperation partner, service provider, company, or another legal person in which the client or another connected person of the client is the founder, shareholder, or member of a management body, or any other person connected to the client in any manner.
1.12 The estlegal website is a website located at https://estlegalservices.com/ and https://Estlegalservices.com/.
2. Provision of services and the client contract
2.1 The client contract will be entered into when Estlegal has agreed to provide services to the client. The client contract will enter into force after the payment of the first instalment of the service fee by the client.
2.2 A separate agreement will be reached on the provision of each individual service and the client contract for the provision of a specific service will be deemed entered into when Estlegal has agreed to provide the specific service to the client.
2.3 The client contract for the provision of a specific service will enter into force upon the payment of the first instalment of the service fee for the specific service.
2.4 The client contract will remain in force until provision of the service has been completed. If Estlegal will not remain connected to the service after the provision of the service (will not continue to provide the service), the client contract will expire.
2.5 Estlegal will provide the service to fulfil the client’s order without having any interest in the outcome of the service.
2.6 Estlegal will provide a service if it is legal pursuant to the legislation of the Republic of Estonia, ethical, and Estlegal is not aware of any circumstances based on which the direct or indirect purpose of using the service would be any activity which is prohibited by legislation.
2.7 The costs of providing the service will be covered by the client. Unless agreed otherwise, the costs are not included in the service fee.
2.8 The client will be fully liable for the outcome of the provision of the service and will cover any further payments, costs, and losses related thereto.
2.9 Estlegal will provide the service under the assumption that the clients have ordered and received professional legal and business advice about the impacts of the services of Estlegal in the client’s country of residence and location where they are registered or the citizens of which they are prior to ordering services from Estlegal. Estlegal will not estimate the impact of the services to the client or be held liable for such impact.
2.10. The information and materials available on the website of Estlegal or provided to the client in another manner provide a general overview about the services which is not exhaustive. In the event of any questions about the services or the outcome obtained as a result thereof, the client will send the questions to Estlegal in writing or through the e-mail address provided on the website.
2.11. Estlegal will make an effort to notify the clients of changes in the legislation of the Republic of Estonia but, due to regular changes in legislation, Estlegal will not ensure that the clients will be promptly notified of changes in the acts of legislation which have no known effect on the client in connection with the services provided to the client by Estlegal at the time of amendment of the act of legislation.
2.12 Any advice given by Estlegal will be based on the information provided by the client. Estlegal will not research or make inquiries about any activities or data of the client other than those disclosed by the client. Estlegal does not possess knowledge about the law of the client’s country of location or residence and will not give advice based on or taking into consideration such law. Estlegal advises the client to contact a legal and business adviser of their country of location concerning the law of the client’s country of location or residence, including if this is required in connection with using the services of Estlegal. Estlegal will not be required to check whether or not the client has used professional advising services in their country of location or residence or elsewhere in the world.
3. The client’s rights and obligations
3.1. The client will have the right to:
3.1.1 use the services of Estlegal pursuant to the client contract in the issues for which the client contract has been entered into,
3.1.2 request and receive from Estlegal within a reasonable period to time information about the provision of services.
3.2. The client shall:
3.2.1 notify Estlegal prior to entry into the client contract (as well as during the period of the contract, in the event of changes in any details) the purpose for which they would like to use the services of Estlegal and whether or not their connected persons are the persons described in subsections 4.2.1–4.2.2 of the terms and conditions of the client contract,
3.2.2 submit valid, accurate, and clear data and documents about themselves and their connected persons,
3.2.3 submit an order for services clearly and accurately, specifying any information known to them concerning the service desired,
3.2.4 pay for the services in a timely manner based on the price list and the client contract,
3.2.5 use the means of communication provided by Estlegal for the communication of information and for sending documents,
3.2.6 refrain from disclosing information about the substance of the service provided by Estlegal to third parties,
3.2.7 refrain from violating the requirements of the legislation of the Republic of Estonia, incl. fulfil the obligations arising from the regulations on the prevention of money laundering and international financial sanctions.
4. The client’s activities
4.1. The client’s activities mean any of their activities in the Republic of Estonia and elsewhere in the world. The client’s activities include the activity of their connected persons.
4.2. By ordering services, the client will confirm that:
4.2.1 they are not a person who is, has been, or intends to be involved with the activities described in subsections 4.4.1–4.4.19 of the terms and conditions of the client contract,
4.2.2 they are not a person who is, has been, or intends to be involved with the activities described in subsections 4.6.1–4.6.8 of the terms and conditions of the client contract without the required permit,
4.2.3 they or their connected persons are not a person described in subsections 4.5.1–4.5.5 of the terms and conditions of the client contract.
4.3. Estlegal will not enter into a client contract with a person described in subsections 4.2.1–4.2.3 of the terms and conditions of the client contract. If the client contract has already been entered into, Estlegal may terminate the client contract immediately in the event of learning that the client is an above-mentioned person.
4.4. Estlegal’s unacceptable activities are any activities designated as illegal or criminal anywhere in the world, which include activities relating to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities, or trading with countries which may from time to time be subject to any embargo imposed by the United Nations Security Council or the European Union or similar international organisation.
4.4.1 The activities deemed unacceptable by Estlegal include primarily, but not only, the activities which are related to the following:
4.4.1.1. weapons, military equipment or ammunition;
4.4.1.2. mercenary soldiers or contract soldiers;
4.4.1.3. security and riot control equipment, such as drug guns, electronic weapons, CS gas or similar materials, pepper sprays or other equipment that may cause human rights abuses or be used for torture or otherwise be used in attacks;
4.4.1.4. technical supervision and industrial espionage;
4.4.1.5. hazardous or illegal biological, chemical or nuclear materials, including equipment or machines for the production or handling of such materials and for the transportation, handling or disposal of such materials;
4.4.1.6 human or animal organs, including blood and plasma;
4.4.1.7 abuse or use of animals for scientific or product testing;
4.4.1.8 genetic material;
4.4.1.9 adoption agencies, including surrogate motherhood;
4.4.1.10 abuse of refugees or human rights;
4.4.1.11 Pornography;
4.4.1.12 drug supply;
4.4.1.13 awarding degrees or qualifications;
4.4.1.14 Offering credit cards;
4.4.1.15 sale of the pyramid scheme;
4.4.1.16. legal or financial counselling in another manner than on the basis of professional qualifications and an appropriate permit, if these are required,
4.4.1.17. provision of services related to the administration or management of companies or the provision of services which are competing with Estlegal,
4.4.1.18. trading futures or derivatives or financial instruments or any other activities related thereto which creates an open or unrestricted risk position,
4.4.1.19. any activities which may damage the reputation of Estlegal or the Republic of Estonia.
4.5. The following persons cannot be the clients of Estlegal:
4.5.1 persons who are prohibited under the laws of any country for whatsoever reason or who may otherwise be legally incapable or disqualified from being party to a contract,
4.5.2 persons against whom bankruptcy proceedings have been initiated or who are otherwise disqualified from acting as a director or company officer or who have been imprisoned or found guilty of any criminal offence,
4.5.3 persons who have been proven to act in a fraudulent or dishonest manner in any civil proceedings,
4.5.4 persons who are resident in a country which is subject to any international restriction or embargo, including those imposed by the United Nations Security Council, the European Union, or a similar organisation,
4.5.5 persons who are public officers or politicians.
4.6. Persons who are involved with the following activities without the appropriate permits cannot be clients of Estlegal:
4.6.1 financial business involving soliciting funds from the public, offering investment advice to the public, insurance activities, the operation and administration of collective investment schemes or the management of investments other than where the assets so managed comprise the property of the entity,
4.6.2 any activity relating to the provision of financial services or any other business activity which requires a licence in any jurisdiction.
4.6.3 illegal club activities;
4.6.4 accept payment for products or services via the Internet;
4.6.5 trading in high-risk products or services or products and services which may be associated with fraud, such as illicit alcohol, cigarettes, tobacco, fine arts, telephone and cell phone services (including call back numbers, cell phones, SIM cards and computer chips;
4.6.6 use merchant numbers to process credit card orders;
4.6.7 gambling or lotteries;
4.6.8 mail order or telephone ordering schemes.
5. ESTLEGAL’s rights and obligations
5.1. Estlegal shall:
5.1.1 provide services to the client professionally and with sufficient diligence pursuant to the client contract,
5.1.2 provide services based on the information provided by the client. If the client fails to describe their question or wishes accurately and clearly, Estlegal will not be under the obligation to request further information,
5.1.3 Estlegal may refuse to provide a service if:
5.1.3.1 the client has failed to pay for services based on invoices issued by Estlegal and the client contract or refuses to pay a prepayment pursuant to the terms of conditions of the client contract or fails to compensate the costs related to the provision of the service,
5.1.3.2 the services provided by Estlegal are not compliant with the client’s interests,
5.1.3.3 the client’s order or the information or documents provided by the client are unclear,
5.1.3.4 the client or their connected person is a person described in subsections 4.2.1–4.2.3 of the client contract,
5.1.3.5 Estlegal has decided that they do not wish to provide services to the client,
5.1.3.6 the provision of services is related to a conflict of interests or may damage the interests of the client of Estlegal.
6. ESTLEGAL’s service fee
6.1. The client will pay for the services based on Estlegal’s price list and invoices submitted by Estlegal.
6.2. Estlegal may request the payment of a prepayment by the client prior to the provision of the service. The amount of the prepayment will be determined by Estlegal depending on the complexity of the task and the estimated time required for the completion of the tasks and the costs involved. In the event of the client failing to pay the prepayment, Estlegal may refuse to provide the service, halt the provision of the service, or cancel the contract without providing prior notice to the client.
6.3. The client will compensate to Estlegal any expenses related to the provision of the service (e.g. the fees for postal and courier services; the fees for registration, changing of registry entries, obtaining extracts from registries; the fees for notary, legal, auditing, and accounting services; transportation and accommodation costs; and other expenses related to the services).
6.4. Unless specified otherwise on the invoice issued by Estlegal, the client will pay the invoice within 7 days after the invoice is issued. In the event of delayed payment, Estlegal may claim a fine for late payment in the amount of 0.3% of the overdue amount for each calendar day of the delay.
6.5. Unless agreed otherwise, Estlegal will send the invoices to the client’s e-mail address.
6.6. The client will pay the invoice to Estlegal’s bank account specified on the invoice.
6.7. Estlegal may change the price list unilaterally by providing advance notice thereof. The client will be notified via Estlegal’s website. If the client does not agree to the new fee, they may terminate the client contract as of entry into force of the change.
6.8 In the event of Estlegal ceasing to provide the service to the client or termination of the activities of the client’s company in the Republic of Estonia by the client, the client will compensate to Estlegal the expenses and fees accompanying the liquidation procedures or transfer of the respective company.
6.9 In the event of the client failing to pay to Estlegal for services based on the invoice issued by Estlegal when 10 days have passed since the payment date of the invoice, Estlegal may promptly halt the provision of services to the client, cancel the client contract, and organise covering the client’s debt by using the client’s assets.
7. The term and cancellation of the client contract
7.1. Parties will notify the other party of termination of the contract at least 1 (one) month in advance in writing.
7.2. The client may withdraw from the contract within 14 days after entry into the contract. In order to withdraw from the contract, an application for withdrawal will be sent to the e-mail address specified on the website of Estlegal.
7.3. In the event of violation of the contract by one party, the other party may cancel the contract at any time by notifying the other party thereof in writing.
7.4. In the event of violation of the contract by one party, the other party may cancel the contract at any time by notifying the other party thereof in writing.
7.5. The contract cannot be cancelled retroactively.
8. Confidentiality
8.1. The parties will maintain the confidentiality of any information related to the client contract, including about the services provided and the amount of the service fee, the client’s contact and other information, and any other terms and conditions and information which are related to the provision of services, other than the information which may be disclosed pursuant to the client contract. The confidentiality obligation will remain in force for an unspecified term and is applicable to the parties and their connected persons.
8.2. The confidentiality obligation does not extend to information which has been previously disclosed or information which Estlegal is required to submit to public authorities pursuant to the applicable legislation, which is required by Estlegal to obtain legal aid, to defend their rights, to file claims against the client or third parties, as well as the information which Estlegal is required and justified to provide to auditors, financial institutions, and public authorities pursuant to legislation or based on their justified interests or to information which must be disclosed pursuant to legislation. The confidentiality obligation does also not extend to the information which Estlegal is required to provide to notary’s offices, translation or legal services bureaus, experts, specialists, and other professionals to provide services to the client based on the client contract.
8.3. The parties have agreed that Estlegal may disclose to third parties that the client is Estlegal’s client and that Estlegal is providing services to the client (by disclosing the client’s name, logo, and trademark), but not the substance of the services provided to the client, without the client’s consent.
9. Liability
9.1. Estlegal will be held liable for the professional provision of the service which they have agreed to provide based on the order, data, and information submitted by the client, unless failure to provide the service or incomplete provision of the service are caused by circumstances which are out of Estlegal’s control. Estlegal will not be liable for the provision of the service if it is not permitted by legislation, actually possible, or if the client has provided incorrect or insufficient information for providing the service or has delayed submitting the information or has not paid for the service as and when required. Estlegal’s liability will be restricted to 100,000 euros (except in the case of intentional action).
9.2. The client will be liable for proper submission to Estlegal, validity, completeness, and accuracy of the information required for the provision of the service. Estlegal will not be held liable for failure to provide the service, delayed provision of the service, or losses if they are caused by the client’s failure to fulfil their obligations.
9.3 Estlegal will not be held liable for the client’s payment behaviour, any other activities, violation of legal requirements, or failure to fulfil any obligations arising from legislation irrespective of the fact that Estlegal may have advised the client in connection with the services. Estlegal will never give advice to the client which is in conflict with legislation.
10. Processing of personal data
10.1. The processor of the data is Estlegal.
10.2. The purpose of processing personal data: Estlegal processes personal data to provide the services listed on the website of Estlegal to its clients. We collect the minimum amount of client information possible.
10.3. We process personal data to fulfil contracts and based on our legitimate interest. We also process personal data to assess the quality of customer service, draw up marketing offers (if the client has granted respective consent), and for statistical analyses.
10.4. Estlegal processes personal data on the basis of the client contract. We only send direct marketing offers based on consent which can be withdrawn by the client. The consent may be given upon entry into the contract.
10.5. We only receive personal data directly from the client
10.6. Client’s rights:
10.6.1 Request the information about what personal data we process about him / her.
10.6.2 Require correction and updating of personal data.
10.6.3 Require deletion of personal data.
10.6.4 Withdrawal consent to the processing of personal data.
10.6.5 Withdrawal of consent to submit direct marketing offers.
10.6.6 Require Estlegal not to make automated data processing decisions with respect to the Client.
10.7. Estlegal will keep personal data confidential.
10.8. Estlegal only discloses personal data for the purposes of fulfilling the client contract and in the cases prescribed by acts of legislation (e.g. to investigative bodies and courts, to the Financial Intelligence Unit of the Estonian Police and Border Guard Board).
10.9. We disclose personal data to third parties (e.g. notaries, providers of legal services) with the client’s consent and based on the client’s application to provide services to the client.
10.10. We also disclose personal data to our data processors (providers of accounting, legal, and other services) and to defend our rights, to auditors, to fulfil our public responsibilities, etc.
10.11. We store personal data until the expiry of the contract entered into with the client and thereafter until expiry of the claims arising from the contract.
11. Communication of notices
11.1 The client will communicate any letters, notices, and other documents to Estlegal in writing by using the e-mail address or postal address published on the website of Estlegal or the e-mail address of the contact person of Estlegal.
11.2 Estlegal will communicate any letters, notices, and other documents to the client by using the postal or e-mail address provided to Estlegal by the client.
11.3 A document (e.g. a figure) sent to the client by Estlegal will be deemed delivered to the client if it is sent by registered mail to the client’s postal address or to the e-mail address specified in the contract and 5 (five) days have passed since the day of sending the document. An invoice issued by Estlegal will be deemed to have been accepted by the client if the client has not disputed the invoice within 10 (ten) calendar days after the invoice was received or deemed to have been delivered. The documents sent by e-mail will not be encrypted.
11.4 Estlegal will not be held liable for any loss of or damage caused to the client’s equipment, software, documents, or information by sending letters and documents or by using thereof by Estlegal.
12. Settling disputes
12.1. The parties will settle any differences in opinions arising from performing the contract by negotiations. If an agreement cannot be reached, the consumer may contact the Consumer Disputes Committee of the Consumer Protection Board (www.tarbijakaitseamet.ee) or file a claim with a court (www.kohus.ee).
12.2. The client may also use the European Union platform for settling consumer disputes (https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=ET).
Annex 1
Information about the services
1. The bank account opening services includes introduction of the client to the bank, sending the application forms required for opening the account to the client, advising the client in filling in the application forms, as well as in the course of the procedure of conducting the due diligence and anti-money laundering due diligence measures completed by the bank. Estlegal will not guarantee to the client that the bank account will be opened, and the service fee will not be refunded in such case.
2. The service of application for a residence permit of the Republic of Estonia includes sending the application forms for the residence permit to the client by Estlegal, advising the client in the course of filling in the application forms, and conducting the procedures related to the submission of the application by the Police and Border Guard Board of the Republic of Estonia. Estlegal will not guarantee the satisfaction of the application for a residence permit, and the service fee will not be refunded in such case.
3. The service of application for the Schengen visa includes sending the application forms for the visa to the client by Estlegal, advising the client in the course of filling in the application forms, and the procedures related to the submission of the application. Estlegal will not guarantee the satisfaction of the visa application by the state, and the service fee will not be refunded in such case. Estlegal will also not be held liable for any potential direct or indirect damage or consequences which arise from the rejection of the visa application by the embassy or an institution which holds equivalent rights.
4. The service of application for the VAT payer’s number (VAT number) includes sending the application forms to the client and advising the client in the course of filling in the application forms and completion of the procedures for registration of the VAT number. It is required to order the annual accounting service from Estlegal with the service of application for the VAT number. Estlegal will not guarantee the satisfaction of the application for a VAT number by the Tax and Customs Board of the Republic of Estonia, and the service fee will not be refunded in such case. If the client orders the annual accounting service from Estlegal only partially (in the minimum required extent), the client will be required to pay for the annual service provided by Estlegal proportionally based on the extent of the service.