These terms are an agreement between Incorporate and you. It will be assumed that you have read all of these conditions before you apply for any services from Incorporate.
Ordering services you accept these terms according to the Estonian Law of Obligations Act section 20 subsection 1. If you do not accept them, do not apply for any services.
1. DEFINITIONS
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 (https://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;
3.3.11. pornography;
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. WARRANTIES
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. INDEMNITY
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.
6.2. E-Advisors reserves the right to terminate the Contract with the Client without a refund in case E-Advisors has not been able to fulfil the Task agreed within 3 (three) months since the Contract was signed due to the circumstances dependent on the Client.
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:
8.2.6.1. act with the utmost good faith to the Entity, IE and the IE Officers;
8.2.6.2. keep and maintain and on demand deliver to IE accurate financial and business records;
8.2.6.3. 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;
8.2.6.4. 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. IE reserves the right to terminate the provision of Services without a refund, or not provide any Services, in case IE has not been able to offer the Services within 3 (three) months since receiving the order from the Clients, due to the circumstances dependent on the Clients.
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 on 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. Clients are notified of the amendments to the service fees via email at least 30 days or one calendar month in advance. The Clients may refuse to accept new service fees and cancel their ordered services by providing IE with the cancellation notice as soon as possible but no later than in 30 days or one calendar month since receiving the notification of the amendments to the service fees.
Third-party charges (e.g. government charges and external professional charges) may also be subject to a change, if possible and in case these changes to the charges are known to IE, these will be communicated to the Clients as soon as possible.
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, IE may require the Clients 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% of the outstanding amount 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
10.13.8. with regard to refund the general Terms and Conditions of Service Provision apply
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).
12.1.5. based on the information collected during the monitoring of the business relationship emerges that the Client does not meet the risk appetite of IE within the meaning of the Money Laundering and Terrorist Financing Prevention Act.
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. INTERPRETATION
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. NOTICE
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. MISCELLANEOUS
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. LAW
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
DOCUMENTS REQUIRED:
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.
DELIVERY
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.
