These terms were last updated on [23.05.2020]
Definitions and Interpretation
Agreement means the Agreement between the Provider and the Customer for the provision of the Service, incorporating these terms and conditions and the Statement of Services, and any amendments to the Agreement from time to time;
Anniversary Date means the date of commencement of chargeable Services. Where the Charges are monthly, the Anniversary Date will be the same day of the immediately following month. Where Charges are Annual, the Anniversary Date will be the same day of the immediately following year. The Anniversary Date will be deemed to be the last day of the same month for monthly Anniversary Dates between 28th and 31st where the month does not contain the applicable number of days;
Charges means the amounts payable by the Customer to the Provider under or in relation to the Agreement; Customer means the person and/or entity that has consent to the conclusion of the Agreement and filled in the Statement of Services form on the Provider’s website https://www.efinance.ee;
Customer Confidential Information means any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to the Provider during the Term that is marked as “confidential,” described as “confidential” or should have been understood by the Provider at the time of disclosure to be confidential;
Force Majeure Event means an event, or a series of related events, that is outside the reasonable control of the Party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, and wars);
Party/Parties means the Customer and the Provider;
Personal Data has the meaning given to it in the Personal Data Protection Act 2018;
Provider means Electronic Finance OÜ, a company incorporated in Estonia (registration number 11275622) having its registered office at Tornimäe 5 Tallinn Estonia;
Provider’s website means https://www.efinance.ee;
Services means all the services provided or to be provided by the Provider to the Customer under the
Agreement, including the following:
Registration of a Company means a service of limited company (OÜ) registration in Estonian Commercial Register;
Initiation of the Opening of a Bank Account means a service of initiation of the procedure for opening a bank account;
Business Address Service means a service of legal correspondence address of a company, required by Commercial Register and disclosed on the public record;
Mailbox Service means a service of the registering incoming mail, scanning, and forwarding by email;
Contact Person Service means a service of delivery of procedural documents and declarations of intent by Estonian state authorities in connection with the Customer’s business activities and ensuring a continuous channel of communication with the board of the company;
Accounting Service means a group of services consisting of bookkeeping, payroll, and taxation based on information and documents provided by the Customer.
Statement of Services means the online contract made available on the https://www.efinance.ee website by the Provider to the Customer during the order process that specifies the identity of the Customer, and other matters relating to the Agreement;
VAT means Estonian Goods and Services Tax and is chargeable in the context where a Customer is within Estonia and under the rules set out by the Estonian government.
1.1. The advertising of the Services on the Provider’s website constitutes an “invitation to treat”; and the Customer’s order for the Services constitutes a contractual offer. No contract will come into force between the Provider and the Customer unless and until the Provider accepts the Customer’s order in accordance with the procedure detailed in Clause .
2.1. Services can be ordered only by adult users who hold a valid Estonian digital identity and electronic signature tools.
2.2. The Service can be ordered online by filling in the forms required for the foundation of a private limited company, confirming the Agreement, and making an online payment.
2.3. Upon the Customer confirming a Statement of Services, the principles of calculation of the service fees are displayed, and the Customer is directed to the chosen payment channel.
2.4. The Service can be paid by a credit card. Payments can be made only in euros.
2.5. The Provider submits to the authorized payment processor (Stripe) the personal data required for making the payments.
2.6. The Agreement is deemed as concluded once the Charges have been paid.
2.7. The Provider certifies the conclusion of the Agreement by sending an order confirmation to the e-mail address given by the Customer within 24 hours after the Customer paid the Charges.
2.8. Where a natural person concludes the Agreement in the name of the private limited company before the company is registered in the Commercial Register, the person bears liability for the performance of the contractual obligations. Contractual obligations are transferred to the company at the moment of its registration in the Commercial Register.
2.9. In accordance with money laundering and terrorism financing prevention legislation, the Provider does not provide Services for the following persons:
– politically exposed persons, their family members, and close associates;
– persons included in the list of international sanctions https://www.sanctionsmap.eu/#/main); and – residents and citizens of high-risk third countries (http://www.fatf-gafi.org/countries/#high-risk).
2.10. By ordering the Services, the Customer warrants and confirms that he or she is not a person described in clause 2.9.
3.1. The Provider can change the Agreement at any time by providing the Customer at least 30 days’ prior notice of the change, whether via the Provider’s website or by sending the Customer an e-mail. The Customer’s continued use after that notice means that the Customer agrees to the changed Agreement. If the Customer has paid Charges for a subscription that is due to expire after that 30 day notice period and the Customer does not wish to continue to use the Services under the new Agreement, the Customer may terminate their subscription before the new Agreement comes into force. The Provider will then (but not otherwise) refund the unexpired.
4. Parties’ relationships in the framework of registration of a company
4.1. The Provider agrees to take all steps to register a private limited company (OÜ) for the Customer in the Commercial Register without making any share capital contributions in accordance with the legislation of the Republic of Estonia.
4.2. The company registration service is one-off and free of charge.
4.3. The Provider is not responsible for the acts and decisions of the Commercial Register or the Registration Department of Tartu District Court in registering the private limited company.
4.4. The Provider is not obliged to translate the procedural documents issued by the Commercial Register or Tartu District Court or other official documents or letters received by the Customer unless otherwise agreed with the Customer.
4.5. Where the commercial register does not register the company, it is not deemed as the Provider’s fault, and the Customer is not entitled to demand paid fees to be refunded.
5. Parties’ relationships in the framework of opening a bank account
5.1. The Provider commences application submission for opening a bank account for the Customer. The Provider is not responsible for failure to open a bank account and for possible consequences.
5.2. The Service of the bank account application submission is one-off and free of charge.
6. Parties’ relationships in the framework of the provision of the business address, mailbox and contact person services
6.1. The activation of the Business Address, Mailbox, and Contact Person Services depends on whether the Customer has adequately complied with the KYC (Know Your Customer) requirements of the Money Laundering and Terrorism Financing Prevention Act and clause 8.2.6 of these conditions.
6.2. Upon termination of the Agreement, the Customer is deprived of the right to use the Business Address, Mailbox, and Contact Person services.
6.3. The Customer is required to change the business address and contact person in the Commercial Register and notify their business partners about the change of the address not later than the date of termination of the Agreement. If the Customer does not change their business address and contact person in the Commercial Register within one (1) month after the termination of the Agreement, the Provider has the right to submit to the Commercial Register an application for the removal of the Customer’s incorrect data from the Commercial register and charge the Customer a contractual penalty in an amount that equals the annual fee payable for the Services.
6.4. The digitization of the mail or the documents takes place exclusively on working days and within approximately 24 to 48 hours from receipt of the mail or the documents at Provider.
6.5. Mailbox Service for registering incoming mail, scanning, and forwarding cannot be guaranteed from 24.12.-2.1.
6.6. Once the mail has been scanned, the Customer can obtain the scan result in his email.
6.7. The processing of the item, that contains a PIN document (for example, a bank card, rear view of a credit card), is only at the written request of the Customer.
6.8. If received mail and parcels are not destroyed or forwarded, they will be stored. The storage will be charged to the customer as shown in the price list.
6.9. The Customer shall notify Provider immediately and within one (1) week after receipt of the mailing of obviously faulty scanning services. If the Customer is an entrepreneur, a legal person under public law, or a special fund under public law, the complaint must be made immediately upon receipt of the scan. If such a notice of defects refrains, the scan (s) shall be deemed approved.
6.10. Provider shall not be liable for the delay, return, or loss of content of the item of mail by the customs authorities or a supplier.
6.11. Upon termination of the Agreement, the Provider’s obligation to provide the Services, including the obligation to receive and process the Customer’s letters and other communication, terminates.
6.12. Thirty (30) days after submitting electronic copies to the Customer, the Provider has the right to destroy the received letters.
6.13. The Provider has the right to use the third parties’ assistance for delivering the Services.
7. Parties’ relationships in the framework of the accounting services provision
7.1. The Provider undertakes to provide the Customer with the accounting services that consists of the following:
7.1.1. monthly bookkeeping (primary documents transactional entry and reconciliations);
7.1.2. payroll accounting;
7.1.3. tax reporting to the Tax and Customs Board;
7.1.4. annual reporting;
7.1.5. consulting the Customer in accounting and taxation matters upon the Customer’s request.
7.2. The Provider’s activities should comply with the generally recognized level of professional accounting skills and legal requirements.
7.3. The Customer agrees to provide the documents and information required for the provision of the Service on time. The deadline for the submission of the documents for the previous calendar month is the (7) seventh day of the following month.
8. Parties’ obligations
8.1. The Provider undertakes to:
8.1.1. use qualified labour upon provision of the Service;
8.1.2. follow the statutory deadlines and time limits and ensure the provision of the Service in such a manner that the statutory deadlines and time limits are complied with. The Provider is not liable for non-compliance with the deadlines and time limits where these have been exceeded due to the Customer’s failure to provide information and/or documents required for the provision of the Service;
8.1.3. upon provision of the Service, follow the Customer’s instructions. The Customer cannot give the Provider detailed instructions on the manner or conditions of provision of the Service regarding the Provider’s specialized accounting knowledge. If the Provider wishes to deviate from the Customer’s instructions, the Provider must inform the Customer and wait for their decision, unless a delay would result in a negative consequence for the Customer and where it may be presumed under the circumstances that the Customer will approve the deviation. If adherence to the instructions would bring about a consequence that is unfavourable to the Customer, the Provider may follow the instructions only after the Provider has drawn the Customer’s attention to the unfavourable consequence, and the Customer does not change the instructions. The Provider is not liable for a breach of the obligations provided for in this section if the Customer approves the Provider’s actions afterwards;
8.1.4. provide the Service in accordance with the legislation in force and interpretation of the relevant laws. The Provider is not responsible for false data or information forwarded by the Customer upon provision of the Service, which arises from the incorrectness or inaccuracy of the data contained in the documents or sent information;
8.1.5. use their tools for the provision of the Service. A fee for using the tools and other costs incurred for the provision of the Service are included in the fee paid for the Service, and the Provider does not have the right to demand these fees to be compensated.
8.2. The Customer undertakes to:
8.2.1. submit the documents and information required for the provision of the Service on time;
8.2.2. where necessary, give the Provider instructions needed for the provision of the Service;
8.2.3. bear responsibility for the correctness of the submitted documentation and information;
8.2.4. pay the Charges for the Service corresponding to the terms and conditions of the Agreement;
8.2.5. eliminate at the Provider’s request circumstances affecting the provision of the Service on time;
8.2.6. perform the KYC requirements arising from the Money Laundering and Terrorism Financing Prevention Act and submit the entire requested information without delay.
9.1. The Charges for the use of the Services shall be made up of two elements, a fixed Charge, and a variable Charge.
9.2. The fixed Charge will be determined by the selected membership tier as outlined in the Statement of Services per month, which shall be invoiced by the Provider on the Anniversary Date.
9.3. The variable Charges will be determined by the Customer’s selection of optional additional Services as outlined on the pricing page of Provider’s website at https://www.efinance.ee/pricing. The variable Charges will be plus VAT (if any) and invoiced by the Provider on the earlier of,
9.3.1. the time of selection and order by the Customer; or
9.3.2. when the available Customer balance falls below the Customer’s selected top-up threshold.
9.4. The Customer will be liable to pay the Charges on the Anniversary Date. Charges must be paid by credit card and will be automatically deducted by the Provider on the Anniversary Date, or at the timing as outlined in 9.3.
9.5. All Charges stated in or concerning the Agreement are stated exclusive of VAT, unless the context requires otherwise. VAT will be payable by the Customer to the Provider in addition to the principal amounts.
9.6. The Provider may suspend the provision of the Services if any amounts due to be paid by the Customer to the Provider under the Agreement are overdue.
10. Parties’ liability
10.1. The Parties are liable for the acts and omissions of all persons (including their employees) that they use for the performance of their duties and obligations.
10.2. If the Customer fails to pay the fee to the Provider by the due date, the Provider has the right to charge late interest at the rate of 0.5% of the overdue sum per each day of the delay.
10.3. The Customer will indemnify and will keep indemnified the Provider against all liabilities, damages, losses, costs, and expenses (including legal fees and amounts paid in settlement of any disputes) suffered or incurred by the Provider and arising as a result of any breach by the Customer.
10.4. The Provider will not be liable in respect of any loss of profits, income, revenue, use, production, or anticipated savings.
10.5. The Provider will not be liable for any loss of business, contracts, or commercial opportunities.
10.6. The Provider will not be liable for any loss of or damage to goodwill or reputation.
10.7. The Provider will not be liable in respect of any loss or corruption of any data, database, or software. 10.8. The Provider will not be liable in respect of any special, indirect or consequential loss or damage.
10.9. The Provider will not be liable for any losses arising out of a Force Majeure Event.
10.10. The Provider’s liability concerning any event or series of related events will not exceed 150 euros.
11.1. The Provider will make available, during Business Hours, an e-mail helpdesk facility to assist the Customer with issues arising from provided services.
11.2. The Customer must make all requests for support services through the contacts provided on the website https://www.efinance.ee.
12. Data protection
12.1. The Customer warrants that it has the legal right to disclose all Personal Data that it does disclose to the Provider under or connected with the Agreement.
12.2. The Provider warrants that it has in place applicable security measures against unauthorized processing of Personal Data and loss or corruption of Personal Data processed by the Provider on behalf of the Customer.
13.1. The Provider will:
13.1.1. keep confidential and not disclose the Confidential Customer Information to any person save as expressly permitted by this Clause 13;
13.1.2. protect the Confidential Customer Information against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its confidential information of a similar nature, being at least a reasonable degree of care; and
13.2. Customer Confidential Information may be disclosed by the Provider to its officers, employees, agents, insurers, and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Customer Confidential Information disclosed.
13.3. The obligations set out in this Clause 13 shall not apply to:
13.3.1. Customer Confidential Information that is publicly known (other than through a breach of an obligation of confidence);
13.3.2. Customer Confidential Information that owns the Provider before disclosure by the Customer;
13.3.3. Customer Confidential Information that is received by the Provider from an independent third party who has a right to disclose the relevant Confidential Information; or
13.3.4. Customer Confidential Information that is required to be disclosed by law or by a governmental authority, stock exchange, or regulatory body.
14. Force Majeure Event
14.1. Where a Force Majeure Event gives rise to a failure or delay in either Party performing its obligations under the Agreement (other than obligations to make a payment), those obligations will be suspended for the duration of the Force Majeure Event.
14.2. A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement will:
14.2.1. forthwith notify the other; and
14.2.2. will inform the other of the period for which it is estimated that such failure or delay will continue.
14.3. The affected Party will take reasonable steps to mitigate the effects of the Force Majeure Event.
14.4. Upon the occurrence of force majeure, the Parties agree on the amendment of the time limits of the Agreement.
15.1. The Agreement has been made for an unspecified term.
15.2. The Customer may terminate the Agreement at any time by giving two (2) months ’ written notice of termination to the Provider.
15.3. The Provider may terminate the Agreement by giving two (2) month’s written notice of termination to the Customer.
15.4. The Provider may terminate the Agreement immediately by giving written notice to the Customer if the Customer:
15.4.1. commits any material breach of any term of the Agreement;
15.4.2. persistently breaches the terms of the Agreement (irrespective of whether such breaches collectively constitute a material breach); or
15.4.3. becomes insolvent, liquidated, or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
15.5. Upon termination of the Agreement, all the provisions of the Agreement will cease to affect.
15.6. Termination of the Agreement will not affect either Party’s accrued liabilities and rights as of the date of termination.
16. Governing Law and Dispute Resolution
16.1. No breach of any provision of the Agreement will be waived except with the express written consent of the Party not in breach.
16.2. The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
16.3. The Agreement will be governed by and construed in accordance with the laws of the Republic of Estonia, and the courts of Harju District will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
17.1. Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be sent by post or sent by e-mail (or as notified by one Party to the other in accordance with this Clause).
18.1. The Parties warrant and confirm that they have carefully read the conditions of the Agreement and understand the contents of the Agreement.
18.2. Should the Parties’ details change, they are obliged to inform the other Party electronically within one working day and send the changed details by e-mail.