1.1. “IE“ means E-Advisors PLC (Registered in the Republic of Estonia No.11761802, hereinafter IE) includes its agents and assignees.
1.2. “IE Officers" means any individual or legal entity nominated by IE who may from time to time be appointed as director, corporate secretary, manager, partner, accountant, tax agent, bank account signatory, other officer, administrator, registered agent, provider of a registered office or address or registered shareholder of the Entity (as hereinafter defined) and the employees thereof and any company under their direct or indirect control or any director or employee thereof (which expression shall include any of them).
1.3. "Entity" means a legal entity or structure established and / or administered by IE at the request of the Clients (as hereinafter defined).
1.4. “Services” means the provision by IE of management, administration and / or other services (including the operation or control of an Entity’s bank account(s)) requested by the Clients or the Clients’ Appointees (as hereinafter defined) or such other services provided by IE to maintain the Entity in good standing.
1.5. “Clients" means the beneficial owner or owners of the Entity which expression shall in the case of individuals include their heirs, personal representatives and assignees and shall in the case of more than one person mean such persons jointly and severally and shall include the survivor or survivors of them and their respective heirs, personal representatives and assignees.
1.6. “Clients’ Appointees” means any person who is not a IE Officer and who may from time to time be nominated or appointed to act as Managing Agent (as hereinafter defined), director, manager, partner, beneficiary, bank account signatory, other officer, administrator, registered agent, provider of a registered office or address or registered shareholder of the Entity (which expression shall include any of them).
1.7. “Managing Agent” means a person who may in writing be authorised by the Clients to issue requests or instructions to IE to accept service of any notice from time to time issued by IE relating to the Entity.
1.8. “Terms of Business” means these Terms of Business or such other new Terms of Business as may from time to time be published on IE’s website (www.incorporate.ee) and shall be deemed to include such other conditions which IE may from time to time advise to the Clients or the Clients’ Appointees or publish on its website. These Terms of Business apply to all IE Clients and Clients’ Appointees.
2. CAUTIONS AND DISCLAIMERS
2.1. IE shall be entitled to assume that the Clients have taken all appropriate legal advice in their own country as to the effect of any service supplied by IE. IE shall not be responsible for the consequences of the Clients' failure to take appropriate advice in their own country and any other relevant country. IE is only responsible for ensuring that its services comply with Estonian law when used in the manner recommended by IE.
2.2. Presentational and reference material supplied by IE is to give a general overview and is not intended to be relied on as professional advice. It is necessary to generalise in order to give a broad view in limited space, so these materials should not be relied on as complete or accurate, nor should they be assumed to be up-to-date.
2.3. Changes in Estonian laws may occur from time to time and IE cannot be held responsible for changes in laws which are outside the control of IE. IE will where possible make every effort to inform Clients of any changes.
2.4. Although IE may offer individual advice about the use of its services, this advice will be based on the information expressly provided by the Clients and will be subject to the Clients obtaining confirmation from legal advisers in the appropriate countries. IE does not accept responsibility for vetting information provided to it by or on behalf of the Clients unless it expressly undertakes to do so and charges for that service.
3. UNACCEPTABLE BUSINESS AND ACTIVITIES REQUIRING PRE-APPROVAL
3.1. “Illegal Activities” means any activity designated anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to 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 Security Council of the United Nations or the European Union or similar international organisation.
3.2. “Prohibited Persons” means persons:
3.2.1. 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;
3.2.2. who are undischarged bankrupts or are otherwise disqualified from acting as a director or company officer or who have been imprisoned or found guilty of any criminal offence;
3.2.3. who have been proven to act in a fraudulent or dishonest manner in any civil proceedings;
3.2.4. who are resident in a country which is subject to any international restriction or embargo including, but without prejudice to the generality of the foregoing, those imposed by the Security Council of the United Nations, the European Union or similar organization;
3.2.5. who are government officials or politicians.
3.3. “Prohibited Activities” means activities not approved or accepted by IE and which, without prejudice to the generality of the foregoing, include activities relating to:
3.3.1. arms, weapons or munitions;
3.3.2. mercenary or contract soldiering;
3.3.3. security and riot control equipment such as stun guns, electronic restraining devices, CS gas or other similar materials, pepper sprays or any other device that could lead to the abuse of human rights or be utilised for torture or which may otherwise be used in an offensive manner;
3.3.4. technical surveillance or bugging equipment and industrial espionage;
3.3.5. dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery to manufacture or handle such materials and the transportation, handling, disposal or dumping of such materials;
3.3.6. human or animal organs, including blood and plasma;
3.3.7. the abuse of animals, vivisection or the use for any scientific or product testing purpose of animals;
3.3.8. genetic material;
3.3.9. adoption agencies, including surrogate motherhood;
3.3.10. the abuse of refugees or human rights;
3.3.12. drug paraphernalia;
3.3.13. the provision of degrees or qualifications;
3.3.14. the provision of credit cards;
3.3.15. pyramid sales;
3.3.16. the offer or provision of legal or tax advice otherwise than by persons who are professionally qualified and, where appropriate, licensed so to do;
3.3.17. the provision of services relating to the administration or management of companies or the undertaking of any service or business that might compete with IE;
3.3.18. trading or other activities relating to futures or other derivatives or financial instruments that create an open or unlimited exposure;
3.3.19. any activity which may damage the reputation of IE or the country of incorporation of the Entity.
3.4. “Pre- Approval Required Activities” means:
3.4.1. financial business involving - soliciting funds from the public, offering investment advice to the public, insurance business, 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;
3.4.2. any activity relating to the provision of financial services or any other business activity which requires a license in any jurisdiction;
3.4.3. time share and holiday clubs;
3.4.4. advertising an Entity or any address belonging to IE by any means (including the Internet);
3.4.5. accepting payment over the Internet for products or services;
3.4.6. trading in high-risk products or services, or products or services which may be associated with fraud such as alcohol, cigarettes, tobacco, fine art, the provision of telephone and mobile telephony services (including call back numbers and trading in mobile telephones or SIM cards) and computer chips;
3.4.7. utilizing merchant numbers for processing credit card orders;
3.4.8. gambling or lotteries;
3.4.9. mail or telephone order schemes.
3.5. If any Clients or the Clients’ Appointees are or become Prohibited Persons, or engage in any Illegal Activities or the Entity engages in any Illegal Activities or Prohibited Activities or undertake any Pre-Approval Required Activities without first obtaining IE’s prior written consent, IE may at its discretion immediately terminate the Services.
3.6 Due to the regulatory restrictions in Estonia we do not provide services to the citizens of the following countries:
4.1. The Clients undertake, warrant and covenant with IE that:
4.1.1. they have full legal capacity to enter into an agreement with IE in accordance with the Terms of Business and to acquire the Entity and to receive the Services;
4.1.2. they are the ultimate beneficial owners of the Entity;
4.1.3. they are not and will not act in a fiduciary capacity for any other person, company or corporation in relation to the Entity.
4.2. The Clients undertake and warrant with IE that they:
4.2.1. will comply with the Terms of Business;
4.2.2. procure that those appointed as Clients’ Appointees understand the legal duties and obligations created by the Terms of Business and shall, if so required by IE, procure that such persons enter into direct written agreements with IE agreeing to comply with the Terms of Business;
4.2.3. have taken appropriate tax and legal advice with regard to the establishment, acquisition and operation of the Entity;
4.2.4. agree that IE may (but shall not in any event be obliged to) rely on communications received from the Clients or the Clients’ Appointees in determining what steps IE is required to take in administering the Entity and providing the Services;
4.2.5. will pay, in full, any personal or corporate taxes that may become due as a result of the establishment and operations of the Entity.
5.1. The Clients jointly and severally (for themselves and on behalf of the Clients’ Appointees) covenant with IE and with the Entity and, where appropriate, shall procure that the Entity covenants with IE that they will at all times indemnify and keep IE indemnified:
5.1.1. against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatened against IE in connection with or arising from the acquisition or business activity of the Entity or the provision of the Services;
5.1.2. in respect of anything done or omitted to be done by IE, provided that this provision shall have no application to any liability for death or personal injury arising from the negligence of IE or to any liability arising as a result of fraud on the part of IE;
5.1.3. in respect of any failure by IE to comply, wholly or partially, with any instruction or request made by the Clients or the Clients’ Appointees or any errors or incomplete instructions or requests received by IE;
5.1.4. in respect of any loss or damage arising from the use of facsimile or email, including the use of unencrypted email, failed or incomplete transmission, distortion and loss of privacy arising from viruses or otherwise;
5.1.5. in respect of any penalties, fines, fees or other liabilities incurred by the Clients and / or the Clients’ Appointees and / or the Entity in relation to the Entity and / or the Services.
6. NO LIABILITY FOR LOSS
6.1. IE expressly disclaims any liability to the Clients, the Clients’ Appointees, the Entity and any third parties associated with them for any damage or loss to any of them arising from the establishment, acquisition or operation of the Entity and / or the provision of the Services by or to the Clients, the Clients’ Appointees, the Entity or any other person.
7. CLIENTS’ OBLIGATIONS
7.1. The Clients must give IE at least 90 days’ advance written notice of their intention to discontinue the Services.
7.2. The Clients must obtain IE’s written consent before seeking to change the beneficial ownership of the Entity or seeking to appoint new Clients’ Appointees. Any such applications must be accompanied by written details of such proposed changes or appointments as IE may require which shall, without prejudice to the generality of the foregoing, include an appropriately certified copy of the passport, proof of residential address and a detailed personal history of such persons and IE reserves the right to request further information and documentation concerning such proposed changes and to decline to accept such applications.
7.3. The Clients shall and shall procure that the Clients’ Appointees shall:
7.3.1. immediately inform IE of any matters which might affect the Entity and / or influence IE’s willingness or ability to provide, or continue to provide, the Services;
7.3.2. immediately inform IE of the nature of the activities and business of the Entity and seek IE’s prior written consent before making any material changes to those activities;
7.3.3. at all times pay to IE any sum due to IE including any fees, disbursements and expenses incurred by IE in connection with the Entity and / or in providing the Services (including fees charged by IE in relation to the provision of the Services).
8. ADDITIONAL CLIENTS’ OBLIGATIONS WHEN IE PROVIDES IE OFFICERS
8.1. When IE provides IE Officers, the Clients must, at all times, keep the Entity in funds sufficient to discharge its liabilities as and when they become due and at the request of IE or the IE Officers pay to the Entity or IE on its behalf, such sums as may be required to enable the Entity to discharge, in full, any liabilities (including IE’s fees).
8.2. When IE provides IE Officers, the Clients shall and shall procure that the Clients’ Appointees shall:
8.2.1. immediately inform IE of any matters that might affect the Entity or any matter which is material to the management, business or affairs of the Entity;
8.2.2. at the written request of IE, immediately provide information to enable IE to prepare annual or other statutory returns, financial or other statements in relation to the Entity;
8.2.3. immediately provide IE without delay all contractual, financial or other information concerning any asset, transaction, trading activity or business of the Entity;
8.2.4. not without IE’s prior written consent seek to alienate, assign, sell, pledge or otherwise dispose of, charge or encumber any asset of the Entity, including any shares issued by the Entity. IE reserves the right to request further information concerning such proposals and to decline to accept such applications;
8.2.5. immediately advise IE in writing, of all legal proceedings, claims, demands made or threatened against the Entity or the IE Officers;
8.2.6. where the Clients or the Clients’ Appointees have been issued a power of attorney by the Entity they must:
126.96.36.199. act with the utmost good faith to the Entity, IE and the IE Officers;
188.8.131.52. keep and maintain and on demand deliver to IE accurate financial and business records;
184.108.40.206. immediately disclose to IE, in writing, information relating to the operation of the business of the Entity which might create a conflict of interest between them and the Entity and / or with IE or the IE Officers;
220.127.116.11. immediately inform IE, in writing, each time a power of attorney is exercised and provide written details of any acts undertaken.
8.3. When IE provides IE Officers, IE shall be entitled to take any steps which it may in its absolute discretion think fit to protect the interests and / or assets of the Entity and at the cost of the Clients or the Entity including the obtaining of professional advice as IE may consider necessary.
9. REQUESTS AND INSTRUCTIONS
9.1. Subject to any written instruction to the contrary, IE shall be entitled (but not obliged) to act and rely upon any fax, email, telephone call or other communication, which seems to have been made by the Clients, the Clients’ Appointees or Managing Agent, as though it were an original instruction written and signed by the Clients, except only where IE has actual notice of forgery.
9.2. The Clients acknowledge that IE is bound by regulatory and other obligations under laws and regulations of the jurisdiction in which the Services are provided, the jurisdiction of incorporation or establishment of the Entity and / or the jurisdictions where the Entity undertakes business and agree that any action undertaken by IE or the IE Officers in order to comply with those laws or regulations shall not constitute a breach by IE or the IE Officer’s of their obligations hereunder.
9.3. IE shall not be required to take any action which it considers to be unlawful or improper or which it believes may be detrimental to it, the IE Officers, or the Entity.
9.4. Where permitted under the Terms of Business or if instructions are requested by IE from the Clients or the Clients’ Appointees and no instructions have been received by IE within 30 days of such a request being made, or where the urgency of the matter requires action within a shorter period, IE may immediately and with no liability to the Clients, the Clients’ Appointees or the Entity take no further action in relation to a particular matter or take other actions as they shall in their absolute discretion consider appropriate or as they may be advised.
9.5. The Clients irrevocably agree that, if the Entity is a limited liability company and the IE Officers are shareholders or officers of that company, IE may, without being obliged to give notice to the Clients or the Clients’ Appointees, take such steps as they shall in their absolute discretion consider appropriate which shall without prejudice to the generality of the foregoing include having the Entity liquidated; or resigning all or any of the IE Officers; or transferring all or any of the shares, capital or assets or liabilities of the Entity into the name of the Clients; or appointing the Clients as a director, officer, manager of the Entity; or take such other action as they shall in their absolute discretion consider appropriate or as it may be advised.
10. PAYMENT OF FEES
10.1. The legal ownership of the Entity shall not pass to the Clients until payment in full of all fees, including government duties and taxes, has been received by IE. Annual services (e.g. nominal shareholder and/or director) are charged as of the date when the Entity is registered with the Estonian commercial registry. No refunds are given after an order has been processed and no refunds will be made where IE has started, but ceases to provide the Services.
10.2. IE will not provide Services until IE has received, in full, all fees and disbursements payable in relation to the Entity or the provision of the Services.
10.3. The Clients hereby irrevocably authorizes IE to withdraw from any sums held on any account managed by IE or otherwise held by IE, on behalf of the Clients and / or the Entity any monies required to discharge any fees or expenses, including any government fees, duties, taxes or penalties, payable to or by IE or the Entity.
10.4. Fees are stated in IE’s Fee Schedule, published occasionally, or as may be notified to or agreed with Clients. IE shall be entitled to increase its fees from time to time without any prior notice. Third-party charges (e.g. government charges and external professional charges) are also subject to change without notice.
10.5. IE may request advance payment of all charges and expenses. Non-payment by the due date is a serious breach of the Terms of Business and IE may terminate services without notice and without prejudice to its rights, including the right to charge for work to date and work arising from termination.
10.6. Where any fees for Services remain unpaid for more than 10 days, IE may at its discretion immediately terminate the Services, and / or obtain payment from any assets of the Entity and / or the Clients. In such circumstances, IE reserves the right to treat the Terms of Business as terminated without further obligation, saves as to any continuing covenant, obligation or undertaking given by the Clients or the Clients’ Appointees to IE.
10.7. Unless otherwise agreed in writing with the Clients, IE will not pay any interest on any monies held by IE on behalf of the Entity and / or the Clients and / or the Clients’ Appointees.
10.8. IE and its associated companies, IE Officers, agents and employees shall be entitled to retain any third-party commission or fee which is paid or may become payable to it notwithstanding that such commission or fee is payable as a direct or indirect result of IE providing the Services or otherwise in relation to the Entity.
10.9. Should IE cease to provide Services or should the Clients instruct IE that they no longer require the Entity, the Clients must pay to IE any fees or costs which may incur by IE in relation to the liquidation or transfer of the Entity (including IE’s minimum transfer or termination fee).
10.10. In the event that the Clients shall request IE to transfer the management or administration of the Entity or should IE request the Clients to transfer the management or administration of the Entity to another agent or corporate service provider, IE shall not be obliged to transfer the Entity until all outstanding fees (including government fees, duties, taxes and other third party disbursements together with IE’s transfer or termination fees) have been paid in full.
10.11. Where the Clients make part payment to IE of any fee note or invoice rendered by IE, IE reserves the right to apply any charges and fees received in firstly discharging its professional fees and only thereafter in payment of any government fees, duties charges or taxes or other payments to third parties.
10.12. All fees or amounts quoted or estimated by IE (whether in published price lists or in individual communications or otherwise) are exclusive of Value Added Tax (VAT). Information as to VAT liability is available on request.
10.13. The Clients acknowledge, that:
10.13.1. the Client's acceptance fee for a due diligence process carried out by IE to identify the prospective Clients in order to provide the Services is not refundable. IE shall be entitled to charge the fee for client due diligence procedures separately from the service fees.
10.13.2. the Bank account introduction fee is not a fee payable for a guaranteed bank account opening. The account introduction fee is payable for a professional service rendered by IE during the introduction of a client to the bank. In particular, this service includes the provision of the bank account application forms and the assistance with their completion. The bank account introduction also includes the support and advice during the compilation of the client due diligence information for the bank.
10.13.3. the Estonian residence permit application fee is not a fee payable for a guaranteed residence permit. The fee is payable for a professional service rendered by IE during the application process. In particular, this service includes the provision of the residence permit application forms and the assistance with their completion. The fee also includes the support and advice during the submission procedure.
10.13.4. a fee for applying for a visa to the Schengen area is not a fee payable for a guaranteed visa to Estonia. IE will not be liable for any damages (direct, indirect and consequential) arising out of the fact, that an embassy or an equivalent authorized institution decides not to grant a visa to the applicant.
10.13.5. a fee for applying VAT registration number is not a fee payable for a guaranteed VAT registration. The fee for VAT registration service includes the provision of the VAT application form and the assistance with its completion. It also includes the support and advice during the VAT registration process. The Tax and Customs Board has the right to reject any application if the process is not satisfactory. By requesting VAT registration service, the arrangement with IE for accounting services is mandatory.
10.13.6. upon a delay in the performance of a monetary obligation, the obligee may require the obligor to pay interest on the delay (penalty for late payment) for the period as of the time the obligation falls due until conforming performance is rendered. The interest 0,5 percent per day shall be the rate of penalty for late payment.
10.13.7. Debt collection and service re-activation fee is 50 EUR per invoice
10.14. All documents to the government agencies must be submitted in Estonian. The Clients are obliged to reimburse all costs in relation to delivery of official documents to and from the government agencies in accordance with § 631 of the Commercial Code (i.e. courier, notarization, translation etc.). IE has a right to add 10% handling fee to the third party costs. The minimum handling fee is 20 euros.
10.15. IE often offers promotions and special offers to customers. Please note that special offers are one -time promotional prices applicable exclusively to services specified in a particular quotation. The special offers are available to new customers and are valid for the initial term only, and not for successive or renewal periods.
10.16. IE may at any time determine that the fees for the provision of Services be payable to the accounts of IE or to the accounts of a third party. In the event the fees are to be paid to a third party, IE will provide the necessary payment instructions and requisites to the Client for executing the payment. Payment of the fees by the Client for the provision of Services by IE to the accounts of a third party shall be deemed received by IE and the Client’s payment obligation fulfilled upon the receipt of the payment on the accounts of the third party.
11. CONFIDENTIALITY AND DATA PROTECTION
11.1. IE undertakes to the Clients that where the Clients, the Clients’ Appointees or the Entity deliver to IE confidential information it will use all reasonable endeavors to keep it confidential. IE in accordance with its statutory obligations protects personal information and personal data from unauthorized access, use or disclosure.
11.2. In the course of providing the Services, IE collects personal information and personal data concerning the Clients, the Clients’ Appointees and the Entity and uses this personal data and information to facilitate the provision of the Services and, may from time to time, use such data and information to provide information, reference notes, guidelines, advice or for marketing information concerning the Services and for providing such other information as IE may from time to time make available.
11.3. IE reserves the right to treat the obligations of the confidentiality and privacy in Paragraphs 11.1 and 11.2 as not applicable and may disclose to third parties confidential or personal information and data when they are obliged so to do by law, or when required by third parties in order for IE to provide the Services or when IE has been unable to obtain the Clients or Managing Agents instructions and it appears to IE to be in the best interests of the Clients and / or the Clients’ Appointees and / or the Entity to provide such confidential or personal data to third parties.
11.4. Except otherwise where permitted by the Terms of Business any personal information and data collected is used only for these purposes and is never sold, lent, leased or otherwise distributed outside IE. The Clients and the Clients’ Appointees accept that this may mean that personal information may be transferred to countries that do not provide adequate protection of data in accordance with Article 26 (1) of the EU Directive 95 / 46 / EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data.
11.5. Without prejudice to the duty of confidentiality, IE reserves the right to act for other clients (including competitors of the Entity, the Clients or the Clients’ Appointees).
11.6. Any report, letter, information or advice IE gives to the Clients, the Clients’ Appointees or the Entity is given in confidence solely for the purposes of providing the Services and is provided on condition that the Clients and the Clients’ Appointees will not without IE’s prior written permission disclose to any third-party, other than to their lawyers or accountants or other professional advisers, any confidential or other information made available by IE.
11.7. Notwithstanding any provision hereof, IE shall be entitled and is hereby irrevocably authorized to open, read and copy all correspondence, letter, facsimile, email or other communication received by it in relation to the provision of the Services or the Entity, the Clients or the Clients’ Appointees.
12. CESSATION OF SERVICES
12.1. IE shall be entitled by written notice to cease to provide the Services, if:
12.1.1. the Clients or the Clients’ Appointees in the reasonable opinion of IE fail to observe to the fullest extent the Terms of Business;
12.1.2. it comes to the attention of the IE that the Entity is being used for activities which were not referred to in the application delivered by the Clients to IE or as subsequently advised and accepted in writing by IE;
12.1.3. in the event of the death of Clients, including in the case of joint persons, the death of any one person, and the Clients fail or have failed to make adequate provision for the disposition of the affairs and the ownership of the Entity;
12.1.4. in the event that any legal proceedings are commenced against the Entity, the Clients or the Clients’ Appointees (including any injunction or investigative proceedings).
12.2. In any of the circumstances described in Paragraph 12.1 above, IE reserves the right to take action pursuant to Paragraph 9 and to treat the Terms of Business as terminated without further liability on the part of IE.
12.3. IE may at its discretion cease to provide the Services upon giving to the Clients or the Managing Agent 45 days written notice of its intention so to do.
12.4. IE may by written notice to the Clients, the Clients’ Appointees or the Managing Agent immediately cease to provide the Services where the Clients or the Clients Appointees shall breach the provisions of Paragraphs 3, 4 or 12.1 of the Terms of Business.
12.5. The Clients and the Clients’ Appointees for themselves as agent for and on behalf of the Entity acknowledge, following the cessation of Services, which IE may have continuing regulatory / fiduciary duties under any applicable law. Accordingly, without prejudice to IE’s rights, IE may (but is not obliged to) continue to provide Services in order to discharge such duties and IE shall be entitled to charge fees at its applicable rate for the provision thereof.
13.1. In providing the Entity and / or the Services, IE does not, nor is it to be interpreted as though it does in any manner sanction, advocate or approve, directly or indirectly, the commission of any act or any omission by the Clients, or the Clients’ Appointees or the Entity, or any person, company or corporation in any jurisdiction or the use of the Entity or the Services for any purpose.
14.1. Any notice given pursuant to the Terms of Business shall be in writing and shall be sufficiently given to any party if sent in a letter by courier to the address last notified by the address, by facsimile transmission or by electronic mail to the address of such party last notified in writing to the other or to the correct facsimile number or electronic mail address of the addresses and shall be deemed duly served, in the case of a notice delivered by courier, at the time of first attempted delivery and in the case of a facsimile transmission or electronic mail, if sent during normal business hours, in the country of the addresses then at the time of transmission and otherwise then on the next business day.
15.1. The Terms of Business supersede all prior Terms of Business and agreements whether oral or written.
15.2. No exercise or failure to exercise or delay in exercising any right or remedy by IE pursuant to the Terms of Business shall constitute a waiver by IE of that or any other right or remedy.
15.3. Nothing in the Terms of Business shall create or be deemed to create the following relationships between IE and the Clients or the Clients’ Appointees or the Managing Agent:
15.3.1. partnership, or
15.3.2. employment, or
15.3.3. joint venture.
15.4. Words imputing the masculine gender shall include the feminine and words imputing the singular shall include the plural and vice versa.
16.1. Unless otherwise agreed in writing between the Clients and IE, the Terms of Business shall be governed by and construed in accordance with the laws of the Republic of Estonia, the Clients’ Appointees and the Managing Agent hereby submit to the exclusive jurisdiction of the Courts in the Republic of Estonia.
CLIENT ENGAGEMENT PROCEDURES
PRIVATE CLIENT IDENTIFICATION
Our overriding statutory duty regarding the prevention of terrorism, drug trafficking and money laundering, means that we are committed to undertaking full and thorough due diligence of both our clients' identities and the nature of their businesses. Whilst we respect the confidentiality of our clients, we are obliged by law to obtain the following information relating to all beneficial owners, directors, shareholders, bank account signatories and all parties connected in any way to any company or business entity, we may form or administer:
PROOF OF IDENTITY
To establish the identity and signature of all parties, clients must provide a copy of one of the following:
Such copy must bear a clear photograph, the holders’ signature and the document number.
The copy must be certified by a manager of IE or any of the following:
The person making the certification must be a member of a professional organization that publishes certified lists of its members and the professional body must be clearly identified under their signature.
PROOF OF RESIDENTIAL ADDRESS
The person making the certification must be a member of a professional organization that publishes certified lists of its members and the professional body must be clearly identified under their signature.
To validate the home address of all parties mentioned in your application, please provide ONE of the following dated within the last three months, for each party:
CORPORATE CLIENT IDENTIFICATION
All documents must be originals or copies certified by a manager of IE or any of the following:
The person making the certification must be a member of a professional organization that publishes certified lists of its members and the professional body must be clearly identified under their signature. We will also require background information on the company such as business activities, products, services etc.
The documents sent to us must be legalized by Apostille for international use. If the documents are issued in Latvia, Lithuania, Russia, Ukraine, France, Belgium, Denmark, Ireland, Italy or Poland the above certificate will not be required and a notarized copy will be sufficient. The documents may be sent via e-mail to us for review but the originals or apostilled copies must be sent to us by courier or mail and regretfully we cannot undertake work until the originals have been received. All documents must be in English or if not then a translation from an independent and accredited translator should be attached. If you are unable to supply any of these documents you should contact us.
GENERAL TERMS AND CONDITIONS FOR ACCOUNTING
1. EXECUTION OF AGREEMENT
The Contractor shall be obligated to commence the provision of the Contractual Services immediately after the conclusion of the Agreement and forwarding of the information specified in paragraph 2.1.1 of the Agreement Annex 1 by the Contracting Entity.
2. OBLIGATIONS AND RIGHTS OF THE CONTRACTING ENTITY
2.1. The Contracting Entity shall be obligated to:
2.1.1. Immediately after the conclusion of the Agreement:
18.104.22.168. Submit to the Contractor the Contracting Entity’s instruments of constitution, articles of association, and accounting policies and procedures;
22.214.171.124. Give to the Contractor copies of all valid contracts and all original documents of the current year;
126.96.36.199. Give for the provision of the Service in relevant institutions authorisations to the person(s) designated by the Contractor according to written instructions from the Contractor for the grant of authorisation;
2.1.2. Submit to the Contractor documents sorted by document type;
2.1.3. Submit to the Contractor the original accounting documents concerning the previous month and other original information necessary for the provision of the Service pursuant to the procedure as follows:
- source documents concerning the taxation of salary and fringe benefits, bank statements and cash movement documents – by the 5th day of the following month;
- documents forming the basis for payroll calculations – 2 workdays before the salary payment term at the latest;
- data necessary for preparing and presenting sales invoices – 2 workdays before the term agreed for presenting the invoices at the latest;
- all other documents (invoices, contracts etc) – by the 10th day of the following month at the latest;
- the customer shall present the holiday pay application forming the basis for calculating holiday pay 5 workdays before the start of the employee’s holiday at the latest;
2.1.4. Inform the Contractor of conclusion of employment contracts, suspension and termination of employment relationships, and amendments to the employment contracts and wages of the company’s employees within 3 calendar days as of the occurrence of the relevant event;
2.1.5. If the Contractor is under the obligation to submit to the Health Insurance Fund on behalf of the Contracting Entity information concerning conclusion of a new employment contract, suspension or termination of an employment relationship, the Contracting Entity shall be obligated to notify the Contractor thereof within 3 calendar days. The Contractor shall not be liable for the timely submission of the relevant information to the Health Insurance Fund if the Contracting Entity is in violation of the notification obligation provided for in this paragraph;
2.1.6. Submit to the Contractor documentation concerning performed inventories;
2.1.7. Submit to the Contractor assessments given by experts on the company’s activity and/or assets;
2.1.8. If the Contracting Entity’s purchase invoices are processed electronically, the Contracting Entity shall be obligated to confirm the purchase invoices at agreed intervals. The Contractor cannot process purchase invoices which have not been confirmed by the Contracting Entity;
2.1.9. Notify the Contractor of changes in the company’s structure or equity;
2.1.10. Submit to the Contractor all other information known to the Contracting Entity relevant in terms of the organisation of the accounting;
2.1.11. Refrain from disclosing to third persons data and software related to the Contractor’s work. The prohibition on disclosing information shall be valid for an unspecified term and remain in force also after the termination of this Agreement;
2.1.12. Notify the Contractor separately of all transactions with associated persons who are persons for the purposes of § 8 of the Income Tax Act (hereinafter the ITA), if the price of the transaction differs from the market price;
2.1.13. To take over from the Contractor the possession of the documents of the previous financial year no later than within 1 (one) month after the preparation of the annual accounts. If the Contracting Entity fails to take over the possession within the term specified in this paragraph, the risk of accidental loss shall be transferred to the Contracting Entity after the said term has expired.
2.2. The Contracting Entity shall have the right to:
2.2.1. Examine at any time the course of the Service provided by the Contractor, except if it would interfere with the performance of the Service to a significant extent;
2.2.2. In case of discovery of shortcomings in the Services provided by the Contractor, draw the Contractor’s attention to the shortcomings and demand elimination thereof. If the Contractor fails to eliminate the shortcomings within a reasonable time, the Contracting Entity shall have the right to cancel the Agreement according to paragraph 8.3 of the Agreement Annex 1.
3. OBLIGATIONS AND RIGHTS OF THE CONTRACTOR
3.1. The Contractor shall be obligated to:
3.1.1. Provide the Services pursuant to the Agreement with quality and in a timely manner based on the original documents submitted to the Contractor;
3.1.2. Upon the provision of the Services, proceed from the legislation of the Republic of Estonia, the good accounting practices and the good practice of provision of accounting services established by the Association of Estonian Accounting Firms;
3.1.3. Keep the data and documents which have come to the Contractor’s knowledge in the course of the Contractor’s activity and refrain from disclosing these to third persons without the previous written consent of the Contracting Entity, except in cases provided by the legislation of the Republic of Estonia. The prohibition on disclosing information shall be valid for an unspecified term and remain in force also after the termination of this Agreement;
3.1.4. Refrain from disclosing to third persons the Contracting Entity’s business secret which has been disclosed to the Contractor or which has come to the Contractor’s knowledge in the course of the provision of the Service;
3.1.5. Inform the Contracting Entity immediately of incomplete accounting records and nonconforming original documents by e-mail;
3.1.6. Inform the Contracting Entity of taxes to be paid by the Contracting Entity and of tax balances;
3.1.7. To give to the Contracting Entity after the conclusion of the Agreement written instructions on which representatives of the Contractor and how can authorise for the provision of the Service in relevant institutions;
3.1.8. Inform the Contracting Entity no later than 4 weeks prior to the end of a financial year of the planned schedule for the preparation of the annual accounts, considering the opinion of the Contracting Entity upon the preparation of the schedule, and submit a list of additional data to be presented for the preparation of the annual accounts;
3.1.9. Have a valid professional liability insurance contract.
3.2. The Contractor shall have the right to:
3.2.1. Claim additional pay for correction entries according to the valid Price List if the Contracting Entity fails to inform the Contractor of the changes specified in paragraph 2.1 in a timely manner. The informing is deemed to be timely if the Contractor is notified of the change prior to making an entry based on old incorrect data, but definitely not later than 5 (five) working days after the making of the change.
The correction entry shall be made within 5 (five) working days as of becoming aware of the change.
3.2.2. File declarations in a timely manner based on the existing data if the Contracting Entity fails to present documents in due course, and claim additional pay for the correction of the declarations according to the Price List.
After the submission of the documents, the Contractor shall be obligated to correct the declarations within 5 (five) working days.
3.2.3. Claim with the written consent of the Contracting Entity missing data from third persons and ask separate pay for it from the Contracting Entity or cancel the Agreement pursuant to paragraph 8.3 of the Agreement Annex 1 if the Contracting Entity fails to respond to the notification of the Contractor about incomplete data within 5 (five) working days;
3.2.4. Claim for the preparation of the annual accounts 50% higher price than stated in the Price List and unilaterally determine a new term for the preparation of the annual accounts if the Contracting Entity fails to present according to agreed schedule the original data necessary for the preparation of the annual accounts, due to which it becomes impossible for the Contractor to perform the work within the agreed term;
3.2.5. Refuse the provision of the Service until the full payment of invoices if the Contracting Entity has two outstanding invoices.
3.2.6. Unilaterally cancel the Agreement according to paragraph 8.3 of the Agreement Annex 1 if the Contracting Entity has failed to present current documents for more than six months;
3.2.7. Refuse to give to the Contracting Entity the possession of the documents and copies from the accounting databases or printouts of accounting registers and reports until the payment of the debt if the Contracting Entity is in debt upon the termination of the Agreement.
4.1. The Contracting Entity shall pay to the Contractor for the Services provided under the Agreement according to the Price List established by the Contractor. The Price List (Annex 2) shall be an integral part of this Agreement.
4.2. The Contractor shall reserve the right to make changes to the Price List, but not more than once a year. The Contractor shall inform in writing of the changes to the Price List at least two months in advance.
4.3. Payment for the Services shall take place according to the invoices issued by the Contractor by the date specified on the invoice.
4.3.1. The Contracting Entity shall make the payment to the Contractor’s bank account according to the invoice. The invoice is deemed to be paid when the entire sum indicated on the invoice has been received on the Contractor’s bank account.
4.3.2. In case of failure to pay the invoice in a timely manner the Contractor shall have the right to claim from the Contracting Entity a fine for late payment of 0.2 (zero point two) per cent per day of the sum not paid on time.
5. SAFEKEEPING OF ORIGINAL DOCUMENTS UPON PROVISION OF PAPER-FREE SERVICE
5.1. If the Parties have agreed on the organisation of paper-free accounting of the Contracting Entity, the electronic safekeeping of the original documents shall be the responsibility of Directo OÜ and/or Eesti E-Arvete Keskus OÜ according to the agreement concluded between the Contractor and the aforementioned companies.
6. LIABILITY OF PARTIES
6.1. The Contracting Entity shall be liable for:
6.1.1. The correctness and completeness of the data and documents submitted to the Contractor, including the correctness of the original documents;
6.1.2. The safekeeping of documents pursuant to the law after the preparation of the annual accounts, except if a contract for archiving the documents has been concluded with the Contractor;
6.2. The Contractor shall be liable for:
6.2.1. The correctness and timely preparation of the annual accounts prepared on the basis of the original documents. The Contractor shall not be liable for the correctness of the data contained in the original documents;
6.2.2. The safekeeping of the original documents transferred to the Contractor by the Contracting Entity for up to one month after the preparation of the annual accounts or during the validity of the contract concluded for the archiving of the documents;
6.2.3. The activity, under the relevant authorisation, of the Contractor’s representative authorised by the Contracting Entity according to paragraph 188.8.131.52 of the Agreement Annex 1.
6.3. The Contracting Entity shall be liable for the damage caused by violation of the obligations provided for in the Agreement.
6.4. The Contractor shall be liable before the Contracting Entity for wrongfully caused direct proprietary damage. The maximum limit of the liability is the amount of 12 (twelve) months’ remuneration based on the average remuneration of the last 12 (twelve) months (hereinafter referred to as the Annual Remuneration). In case of damage due to gross negligence or intentional violation, the maximum limit shall not be applied.
6.5. The parties shall be liable for the activity or failure to act of every person (including their own employees) who they use for the fulfilment of their obligations.
7. FORCE MAJEURE
7.1. The Contractor shall be released in part or in full from the performance of the obligations arising from or in connection with the Agreement if it is inhibited by force majeure; whereas, the Contractor shall be obligated to take every measure to prevent causing of damage to the Contracting Entity and to ensure the execution of the Agreement to the fullest extent possible. The occurrence of force majeure shall be proved by the Contractor to be relieved from the liability arising from the law and/or provided for in the Agreement for the failure to perform or nonconforming performance of the obligations assumed with the Agreement.
7.2. Force majeure for the purposes of the Agreement is fire, flood, theft and situations corresponding to the concept of the Law of Obligations Act. Force majeure for the purposes of the Agreement is not a change in the economic situation of the Contractor, increase in prices, holiday, bankruptcy, bankruptcy caution or securing of an action.
7.3. The Contractor shall immediately inform of the occurrence of force majeure the relevant bodies who have the right to officially document the situation and take necessary measures (the Rescue Board, the police).
7.4. The Contractor shall be obligated to immediately inform the Contracting Entity in writing of the occurrence of force majeure.
7.5. Upon the occurrence of force majeure the Parties shall agree on the change in the time-limits for the provision of the Service according to the duration of the said circumstances. If the duration of force majeure exceeds two (2) calendar months, the Contracting Entity shall have the right to cancel the Agreement.
8. AMENDMENT AND TERMINATION OF THE AGREEMENT
8.1. The Parties shall have the right to amend or terminate the Agreement at any time upon mutual agreement.
8.2. The Parties shall have the right to unilaterally cancel the Agreement by notifying the other Party thereof in writing 3 (three) months in advance. If a Party violates the term for advance notice, the other Party shall have the right to claim a contractual penalty in the amount of 1 (one) month’s remuneration based on the average remuneration of the last three months.
8.3. Any Party may cancel the Agreement by notifying in writing the other Party thereof 1 (one) month in advance if the other Party has violated his obligations arising from the Agreement.
8.4. Upon the termination of the Agreement the Contractor shall transfer to the Contracting Entity the possession of the Contracting Entity’s original documents and copies from the accounting databases or printouts of accounting registers and reports considering the condition specified in paragraph 3.2.7 of the Agreement Annex 1.
9. SETTLEMENT OF DISAGREEMENTS
9.1. Issues arising upon the execution of the Agreement shall be settled by mutual agreement. If no mutual agreement between the Parties is reached, the disputes shall be settled under the laws of the Republic of Estonia in the Harju County Court.
10. EXCHANGE OF INFORMATION
10.1. Forwarding of information shall be deemed performed if it has been forwarded to the contact person(s) designated by a Party.
10.2. A contact person of a Party shall in any case be the Party’s legal representative.
10.3. If the contact person(s) change, the other Party shall immediately be informed thereof by mail or e-mail.