Terms

Terms

This website is administered by SF Partners OÜ (hereinafter Company), registry code 14302029, address Tina 21-5, 10126, Tallinn, Estonia, e-mail address support@digitalestonia.com and the services offered on it are provided by the company brand as ‘Digital Estonia Consulting’.

 1.    Services

1.1.        Company offers digital business setup, accounting, company formation and business consulting services (hereinafter the Service or Services). Descriptions of the Services are provided on the website.

1.2.        By ordering Services from Company’s website you agree to terms of service (hereinafter terms of service).

2.    Ordering the Service

2.1.         Services are listed on the website cannot be ordered before contacting the Company via e-mail or phone call.

2.2.         If the service request by Client is a subject to complete KYC procedures in accordance with the money laundering and terrorist financing prevention act by the Client in accordance with article 3.5. of these terms of service, KYC procedures must be completed before the payment step.

2.3.         Once Client’s service requests are confirmed by the Company, Client receives a Payment Link to his/her validated email address and when Client clicks the link he/she is directed to the payment environment and by that way, Client completes the payment via valid credit card.

2.4.        Depending on the country, the Service payment can be asked by Company via credit card, bank transfer or PayPal.

2.5.        The client receives an invoice to an e-mail address before completes the payment and after KYC procedures.

2.6.         Concluding the Contract is confirmed by Company by sending a confirmation of the order to the Client’s e-mail address. The Contract is deemed concluded in the extent, which corresponds to the Service description provided on Company’s website, price list and these terms of service.

In case of differences between service descriptions provided on the website and these terms of services, the description of services shall prevail.

2.7.        If the Contract is concluded for a legal entity that is not yet entered into the commercial register, then the legal entity is deemed a party to the Contract from the moment the respective entity is entered into the commercial register. A person who concludes the Contract in the name of a legal entity being founded before entry of the legal entity into the commercial register shall be liable for performance of the obligations arising from the Contract. The obligations arising from the Contract shall pass to the Client from the moment of entering the company into the commercial register. The Client undertakes to notify Company via e-mail of entering the company into the commercial register within seven (7) working days from the entering of the legal entity into the commercial register.

2.8.        Due to the regulations established by the money laundering and terrorism financing prevention legislation, Company does not provide Servies to:

–       politically exposed persons;

–       persons included in the international sanctions list (https://www.sanctionsmap.eu/#/main);

–       residents from the high risk third countries (http://www.fatf-gafi.org/countries/#high-risk).

2.9.        By ordering Services from Company you confirm that you do not qualify to be a person listed in article 2.8. In according to the requested service type of the client, the procedures below shall be applied by Company;

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

• Proof of Residential Address

PROOF OF IDENTITY

To establish the identity and signature of all parties, clients must provide a copy of one of the following:

• Current Valid Passport

• Current Valid National ID Card

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:

• Original utility bill (a telephone bill [mobile telephone bills are not acceptable], electricity etc.)

• Original bank or mortgage statement from a recognized bank

• Original credit card statement

• Original bank reference, confirming the home address, from a recognized bank

CORPORATE CLIENT IDENTIFICATION

DOCUMENTS REQUIRED:

• Certificate of Incorporation or equivalent

• Memorandum and Articles of Association or equivalent

• Certificate of good standing

• A written statement signed by the ultimate beneficial owner that he/she is a person, who exercises actual ultimate control over the corporate entity irrespective of the ownership or control structure (must be an individual).

• Register of shareholders, members, directors, officers

• Registered office address

• Bank reference

DELIVERY

The documents may be sent via e-mail to Company for review but the originals or apostilled copies must be sent to Company by courier or mail in care required.  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.

 3.    The Client’s rights and obligations

3.1.        The Client has the right to use the Services according to the Service description and price list provided on Company website and on these terms of service. The client can also request customized consulting services in according to his/her business demand.

3.2.        Upon using the Service the Client undertakes to:

–       refrain from using Company’s Services for an illegal or immoral purpose, including for the purpose of fraud, sending or storing illegal material;

–       refrain from disrupting or damaging Company’s website, software or the provided Service.

3.3.        The Client does not have the right to assign this Contract, resell the Services or give to third parties to use.

3.4.        The Client is obligated to inform Company not later than within seven (7) working days of the change of contact details of the Client.

3.5.        Due to the requirements established by the money laundering and terrorist financing prevention legislation, the Client must fulfill Company’s Know Your Client requirements and provide immediately after ordering the Services all requested information and a copy of personal identification document.

4.    Company’s rights and obligations

4.1.        The company has the right to:

–       receive remuneration on the terms and conditions prescribed in these terms of service and price list;

–       use the assistance of third parties in performing the contract;

–       temporarily suspend providing the Service without prior notification, if it is for reasons independent of Company.

4.2.        The company has the right to unilaterally amend these terms of service. The valid terms of service are published on Company’s website. The Client is notified of the amendments via e-mail at least one (1) calendar month in advance. The Client is deemed to have accepted the amendments if it does not inform Company of not accepting the amendments within seven (7) working days. If the Client refuses to accept the amendments, the Client has the right to cancel the Contract by giving one (1) calendar month advance notice by e-mail

4.3.        The company undertakes to perform the Contract based on its professional knowledge, in a loyal manner with respect to the Customer and the necessary level of diligence pursuant to the nature of the Service.

 5.    Payment of the fee

5.1.       The grounds and the manner of paying for the Services are provided on Company’s website under the description of Pricing page.

5.2.       The Client undertakes to pay the invoice within three (3) calendar days from issuing the invoice.

5.3.       If the Client undertakes to pay an additional rate of value-added tax, a respective invoice is submitted to the Client.

5.4.       The company has the right to unilaterally amend the price list of the Services. The Client is notified of the amendments of periodical service’s fees via e-mail at least one (1) calendar month in advance. The Client is deemed to have accepted the amendments if it does not inform Company of not accepting the amendments within seven (7) working days. If the Client refuses to accept the amendments, the Client has the right to cancel the Contract of service, by giving one (1) calendar month advance notice by e-mail.

5.5.      The company does not store the payment details of the Client and all the recurring payments if Client subscribed to any, charged manually with a notification

 6.    Term and cancellation of the Contract

6.1.        The Contract is concluded without a term or due to the nature of the Service is valid until the performance of the Service.

6.2.        Company and the Client may ordinarily cancel the Contract by notifying of it via e-mail at least one (1) calendar months in advance.

6.3.        Company has the right to cancel the Contract extraordinarily without following the advance notice term in the following cases:

–       the Client assigns the Service or passes on the benefits received in the course of it to a third party;

–       Company has a doubt that the Client is committing a breach of money laundering prevention rules or engages in another illegal or immoral activity, incl. if the digital identity of an e-resident is cancelled;

–       the Client does not pay the invoice within 30 (thirty) calendar days from the payment term at the latest;

–       the Client breaches terms of the contract and has not remedied the breach within a reasonable time determined by Company;

–       the Client has provided incorrect data or failed to notify of changed contact details;

–       a petition has been submitted to the court against the Client or by the Client for declaring bankruptcy or a competent person has taken a decision about terminating the Client’s activity or if the Client itself notifies either Company or a third party about a temporary or permanent solvency problems;

–       the person that made an order in the name of the Client has not submitted the data required by law or has submitted false data;

–       the Client fails to provide to Company data required for complying with the money laundering and terrorism financing prevention legislation;

–       if business of the Client would make Company unable to comply with the legal regulations with respect to providing the Services;

–       the Client has damaged Company’s reputation with its activity.

6.4.        Upon the cancellation of the Contract the amounts paid to Company by the Client are not to be returned or set off.

6.5.        If the Client is a consumer, then the 14-day right of withdrawal does not apply to the Services, because the Services provided by Company have individual characteristics and depend on the Client’s needs and wishes.

 7.    Processing personal data

7.1.   Company collects and processes the following personal data: name of the Client, the personal identification code or date and place of birth of the Client, telephone number, place of residence and e-mail address and a copy of personal identification document.

7.2.    Company uses and processes the Client’s personal data only for performing the obligations arising from the contract and the law. Company does not forward personal data to third parties for commercial purposes. Company has right to forward personal data to:

–       the authorities for complying with the publication obligation provided by law and

–       the third-party service providers used by Company to the extent necessary for performing the Services to the Client under these terms of service.

7.3.    Due to the money laudering and terrorism financing prevention legislation, Company must keep data and documents of the Client after termination of the contract for the period established by law (5-10 years).

7.4.     By ordering Services from Company’s website you agree to processing your personal data in compliance with these terms of services.

8.    Confidentiality

8.1.        Company and the Client undertake not to disclose commercial information and other information to third parties, which has become known to the party during the validity of the Contract and the disclosure of which to third parties may damage the parties’ interests.

8.2.        Company keeps confidential commercial information received from the Client and may forward the data to the authorities without approval of the Client for complying with the disclosure obligation arising from the law.

9.    Liability

9.1.        Company is liable for damage if damage is caused intentionally or due to gross negligence.

9.2.        Company is not liable for indirect damage (incl. loss of profit) caused to the client due to breach of the Contract. Company shall not compensate damage due to gross negligence in case the liability insurance does not cover such damage to Company. Company is not liable for the damage due to negligence.

9.3.        The limitation period for submission of claims due to gross negligence against Company shall be six calendar months from performance of the act or occurrence of the event which caused the damage.

9.4.        Company’s total liability is limited to the amount provided in special terms of service.

9.5.        If the Client’s activity brings about a claim against Company (for example expenses on legal assistance) or liability before third parties in relation to a breach of the Contract by the Client, the Client is obligated to compensate Company for all expenses and losses borne in relation to it.

9.6.        The limitation period of the claims filed by the Client against Company is six (6) calendar months from the arising of the respective claim.

9.7.        If the Client has overdue obligations before Company then Company may exercise a statutory lien over the Client’s property in its possession. If the Client wants to remove the property belonging to the Client that is in Company’s premises, Company may retain the items in the extent that is necessary for ensuring the fulfillment of its claims. Company exercises a statutory lien until the fulfillment of the claim by the Client or provision another security.

10.  Dispute resolution

10.1.     Disputes are resolved by way of negotiations. Upon not reaching an agreement the dispute is resolved in the jurisdiction of the serviceprovider.

ACCOUNTING SERVICE SPECIAL TERMS OF SERVICE

1.1.        The accounting Service fee calculation is done on an entry based and according to Company’s price list. The period of the fee calculation is a calendar month.

1.2.        If the Client has arrears for the accounting Service then Company suspends providing the Service until the payment of the debt. If the accounting Service is suspended due to arrears and damage is caused to the Client with it, Company is not liable for such damage.

1.3.        The Client’s obligations:

–       to submit to the accountant by the 3rd (third) date of each calendar month at the latest the accounting documents of the previous calendar month. If the Client does not submit the bank statement and documents by the specified term, then a situation where Company submits tax declarations and state reports with a delay or does not submit them by the term provided by law is not deemed a breach of the Contract;

–       to notify Company of entering the company into a tax register and commencing activity in a field with a permit or notification obligation;

–       to ensure the connection of the accounting source documents submitted to Company with the Client’s economic activity. If the content of the economic activity is difficult to understand or ambiguous in the source document and/or the connection of the performed transaction with the Client’s economic activity is not clear, the Client undertakes to submit additional information or supplement the document with a handwritten explanation;

–       to store all invoices, receipts, contracts etc. accounting source documents related to the company pursuant to the procedure provided by law. Transactions shall be recorded in the accounting records based on the documents;

–       to notify Company in a timely manner about all transactions triggering tax obligation;

–       to authorize the accountant to electronically submit tax declarations and state reports to all state authorities.

1.4.        The accounting Service contract is without a term, except if a fixed-term contract is agreed.

1.5.        In case of the cancellation of the contract, Company is obligated to deliver to the Client all of the Client’s accounting documents on paper in Company’s possession and electronically all of the current year’s accounting balances.

1.6.        If upon canceling the contract, the Client declines the accounting Service before the date of the cancellation, the Client undertakes to pay a contractual penalty at the rate of the average Service charge of the last six months.

1.7.        The accounting source documents must be submitted in a language provided in the Service description. If the Client submits the accounting source documents in another language, then the Client compensates Company for the translation expenses related to it. The company may choose which translation service provider it orders the translation service from, except when it has been agreed otherwise with the Client.

1.8.        The company has the right to refuse to accept or make accounting operations on the basis of such accounting source documents in the case of which Company has grounds to believe that they may be a violation of tax law in case of which liability will arise for Company.

1.9.        After the completion of the annual report, the Client undertakes to collect the accounting source documents within one (1) calendar month from the completion of the report. If the Client does not collect the accounting source documents within the specified term, then the Client undertakes to pay the storage fee. Company stores the accounting source documents for up to ten (10) years, thereafter the documents are destroyed and the Client undertakes to compensate Company for the expenses related to it.

1.10.    Company’s total liability is limited to the amount, which equals the average fee of the last three months of the accounting Service paid by the Client.

COMPANY FORMATION SERVICE SPECIAL TERMS OF SERVICE

1.1.        The registration of companies takes place in the Business Register in accordance with the law electronically, through the Notary Public or in the Business Register’ office. Company advises the Client when registering a company and prepares the document necessary for registering a company based on data provided by the Client.

1.2.        The company is not responsible for the activity and decisions of the Business Register when registering a company.

1.3.        The company accepts the pre-application for registering the company of the Client on Company’s website.

1.4.        The company is not obligated to translate the Business Register’s procedural documents or correspondence, except when it has been agreed accordingly with the Client.

1.5.        The Service fee does not include Services, which arise in resolving the rulings of rectifying the Business Register’s rulings.

1.6.        If the Business Register’s does not register the company, then it is not deemed a fault of Company’s service and the Client cannot require the 190€ state fee.

1.7.        Company’s total liability is limited to the amount, which equals the amount of the company formation Service paid by the client.

ADDITIONAL PAYMENT AND SERVICE TERMS

The Clients acknowledge, that:

1.1 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 Company 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.

1.2 the Startup Visa & Estonian residence permit consultancy fee is not a fee payable for a guaranteed a startup visa or a residence permit. The fee is payable for a professional service rendered by Company 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. 

1.3 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 Company for accounting services is mandatory.