- General
1.1 These terms and conditions (hereinafter Terms) are entered into between 1DOX Digital OÜ (hereinafter Service Provider) and a legal entity (hereinafter Client), hereinafter together referred also to as the Parties.
1.2. The Terms apply for purchasing the Estonian company’s official corporate documents, accounting annual reports, and company liquidation Services (hereinafter the Services).
1.3 The Service Provider specifically notes that it offers the Services only for legal entities. Any submitted order or payment done by a natural person (Client’s representative) is considered to be made on behalf of the Client and does not under any circumstances constitute as offering Service to a natural person.
- Fees and payments
2.1 The Client hereby accepts its obligation to prepay for the Service in the full amount as indicated in the Service Provider e-store or individualized offer. If the Client pays for the Service through the bank link the Client must choose “Back to the vendor” to confirm the payment.
2.2 The fee for the Service (including the information about the value-added tax to be paid by the Client) is indicated in the Service Provider e-store price list or during the individual communication between Service Provider and the Client in Euros. The Client is required to pay also any other taxes related to the Service, if applicable in Estonia at the time of purchasing the Service.
2.3 The Client shall additionally cover or reimburse retroactively to Service Provider any costs related to the Service (including, among others, fees related to obtaining documents/extracts from official registers, state fees, notary fees, Apostille’ confirmation fees, transport costs, translation costs etc.) and for the delivery of the Service, if applicable, as indicated in the Service Provider e-store.
2.4 Service Provider may refrain from transferring or delivering the Service to the Client until all outstanding fees to Service Provider and costs (including state fees, duties, taxes and other third-party disbursements) have been paid in full. If Service Provider, at its sole discretion, chooses to transfer or deliver the Service to the Client, then Service Provider shall not be considered to have waived any of its rights, including the right for the payment of the fees.
- Rights and obligations of the Client
3.1 The Client is obliged to pay fees for the Service under section 2.
3.2 The Client shall acknowledge that by ordering the Service Service Provider shall start with activities for creating the Service.
3.3 The Client shall provide to Service Provider any documents, data and other information that is required for the Service in good faith and without an unreasonable delay. The Client shall be liable for the completeness, accuracy and validity of any documents, data and other information provided, including for any damages to Service Provider or third parties.
3.4 The Client acknowledges that any delay in providing the documents, data and any other information under section 3.3 of these Terms may delay or render it impossible to create or deliver the Service.
3.5 The Client acknowledges any risks related to the electronic submission of information and documents between the Service Provider and the Client. Keeping previous in mind, the Client still agrees to exchange information electronically. The Client also acknowledges that the documents sent by Service Provider to the Client by e-mail (whether or not containing confidential information) will not be encrypted, unless specifically agreed otherwise.
3.6 The Client confirms that the natural person submitting an order or making a payment for the Service on behalf of the Client has full active legal capacity under Estonian laws. The Client is liable for any loss or damage incurred if the transaction is made on behalf of the Client by a natural person who has no full active legal capacity under Estonian laws.
3.7 The Client shall provide to Service Provider any data and information not specifically referenced in these Terms if so, requested by the Service Provider.
- Rights and obligations of the Service Provider
4.1 Service Provider has a right to receive a fee for creating the Service.
4.2 Service Provider has the right to request from the Client any data, documents or other information to comply with the money laundering and terrorist financing prevention laws.
4.3 Service Provider shall create the Service with due care and in the best interest of the Client.
4.4 Service Provider has the right to terminate the creating and delivering of the Service without any advance notice if the Client breaches these Terms and any other conditions agreed upon between the Client and Service Provider or if on the basis on information and documents or arising from other sources there is a suspicion that the Client’s activity may be associated with money laundering or terrorism financing and the Client does not eliminate such a suspicion, to the satisfactions of Service Provider, or if the Client refuses from submitting additional information or documents requested by Service Provider.
4.5 Service Provider is only liable for loss and damages arising directly from undue delivery of the Service and only to the maximum sum of fees paid for the Service. Service Provider is in any case not liable for any indirect loss or damage or any loss or damage arising to any third party.
4.6 Service Provider has a right to terminate the creating and delivering of the Service if the Service Provider has the reason to believe that the Service is used to fulfil an illegal purpose.
4.7 Service Provider is entitled to a penalty payment by the Client in the amount that equals 50% of the fee for the Service if the Client fails to fulfil its obligations under section 3 of these Terms.
- Cancelling the order and refund policy
5.1 Client specifically acknowledges that the Service is created based on the documents, data and information provided to the Service Provider by the Client and the Estonian law and court practice at the date of delivery of the Service to the Client. Service Provider is not liable for any deficiencies in the Service that have occurred as a result of any inaccurate or incomplete provision of data, documents and other information by the Client. Service Provider is not obliged to revise the Service should there be any changes to the laws or court practice after the date of delivery of the Service to the Client.
5.2 By ordering the Service, the Client acknowledges that the Service Provider initiates the creation of the Service immediately and therefore the Client shall not have the right to claim for a full refund of any fee paid for the Service.
5.3 If the Service cannot be provided to the Client either due to the circumstances resulting from the Client (e.g. if the Client wishes to cancel the order for the Service) or due to other reasons (other than a direct breach of these Terms by the Service Provider) then Service Provider shall have the right to charge the Client for the Service already created considering the principle of proportionality and shall refund the prepayment to the Client in the remaining amount, as determined by Service Provider at its sole discretion. The Client shall also be charged for any costs already borne by the Service Provider.
- Confidentiality
6.1 Any information that has become known to the Parties during the ordering, creating and delivering of the Service shall be confidential and may not be disclosed to any third party except as otherwise provided in these Terms or agreed otherwise.
6.2 Any personal data provided by e-mail or by any other way is confidential and treated according to the requirements of the regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons concerning the processing of personal data and the free movement of such data (General Data Protection Regulation). The Client undertakes not to provide personal data to the Service Provider, unless it is specifically needed for the ordering, creating and delivering the Service and shall inform Service Provider specifically of the provision of personal data.
6.3 Service Provider may disclose personal data to third parties only based on the consent of the natural person whose personal data would be disclosed.
6.4 The restrictions of use and disclosure of confidential information shall not apply to information covered by the following exceptions:
6.4.1 information that is or becomes publicly known;
6.4.2 information that Service Provider is compelled to disclose by law;
6.4.3 information that disclosure is necessary for the due and timely fulfilment of the order (i.e. disclosure to the notary, bank, court, translator or public authorities).
6.5 By accepting these Terms, the Client gives also its consent to disclose information and documents relating to creating and delivering the Service to the employees of the Service Provider.
- Delivery
7.1 All Services and goods (documents) are delivered after payment is received by the Service provider plus the time needed for Services, which is described in the Service description or agreed by direct communication with the client.
7.2 To provide and deliver Services/goods all required documents and information must be provided by the client to the Service provider.
Miscellaneous
8.1 In case of contradiction of Service-specific conditions to general terms and conditions: Service-specific conditions will prevail
8.2 The Parties aim to solve all disagreements with the negotiations. In the event the Parties are unable to reach a settlement, the dispute, controversy or claim arising from or in connection with the Service shall be settled in the Harju County Court.
8.3 These Terms are governed by Estonian law.