Terms and Conditions

The website eestifirma.ee (hereinafter – the “Website”) is owned and operated by Eesti Firma OÜ (registration number 14164797, registered address: Vesivärava 50-301, 10152 Tallinn, Estonia; hereinafter – the “Contractor”, “we”, “us” or “our”).

These terms and conditions (“Terms”) govern the use of the Website, as well as services provided by the Contractor, including but not limited to company registration, the sale of ready-made companies, accounting services, licensing, legal services, business consulting, and other related services (hereinafter – the “Services”).

By accessing the Website or using any of the Services, you acknowledge that you have read, understood, and agree to comply with these Terms. If you do not agree with these Terms, you must not use the Website or order any Services.

Use of the Website and the Services also implies your consent to our additional policies and rules:

In case of any inconsistencies between these additional policies and these Terms, these Terms shall prevail; however, all documents should be considered together.

Use of Services

Age and Capacity

The Contractor’s Services are intended exclusively for adults (18+), who have full legal capacity to enter into legally binding agreements. By ordering our Services, you confirm that you meet these requirements. The Contractor does not provide services to minors or persons lacking the required legal capacity.

Lawful Use

You undertake to use the Website and the Services solely for lawful purposes and in compliance with applicable legislation. When using our services, you are responsible for complying with all applicable laws and regulations in your jurisdiction and Estonia. The Contractor reserves the right to request necessary information or documents from you to verify compliance with legal requirements (for example, documents for KYC procedures in accordance with AML regulations). Should you refuse to provide such information or if violations by the user are identified, we reserve the right to suspend or terminate the provision of the Services.

Right to Refuse Service

We reserve the right to refuse provision of Services, suspend or completely terminate your use of the Website and Services at any time if you violate these Terms, laws, or regulatory requirements, or if your actions may cause harm to us or third parties. Specifically, providing false information, engaging in fraudulent activity, attempting to bypass the Website’s security measures, or any other dishonest conduct may result in immediate termination of access to the Services without notice. The Contractor shall not be liable for any losses or damages incurred by you as a result of such termination.

Prohibited Activities

When using the Website and our Services, you must not engage in the following actions:

Violation of any of these prohibitions constitutes a material breach of these Terms and may result in the Contractor taking appropriate measures (suspension of service, termination of contract, referral to law enforcement authorities, etc.).

Use for Business Purposes Only (B2B Service)

Our Services are provided exclusively to business clients (legal entities or individual entrepreneurs acting within their entrepreneurial activity) and not to consumers (natural persons) for personal, family, or household purposes.

An exception is made for the provision of legal services relating to civil law issues when the circumstances of a particular case clearly indicate that the customer is a natural person acting outside their business or professional interests (for example, matters relating to family or inheritance law).

By placing an order for the Services, you acknowledge and agree that:

This provision establishes the nature of the relationship between the parties as commercial and not intended for personal consumption. You confirm that you understand the legal implications of this status and will not invoke consumer protection provisions in case of disputes or claims.

User Representations and Warranties

By placing an order and using our Website and Services, you represent and warrant that at the time of accepting these Terms and throughout their duration, the following circumstances are true:

You confirm the accuracy and truthfulness of the above representations. They are considered essential terms upon which the Contractor agrees to provide Services to you. Should any of these statements be false or cease to be accurate, you agree to notify us immediately. The Contractor reserves the right to conduct additional due diligence and request supporting documentation from you concerning the stated warranties.

If it is established that you have breached these warranties (e.g., concealing your PEP status, involvement in sanctions lists, or providing false information about your funds), this will be considered a material breach of the Terms. The Contractor is entitled to immediately cease providing Services to you, unilaterally terminate all agreements without refund of payments made, and/or report the relevant information to competent authorities if required by law or public interest. You hereby release the Contractor from any liability for actions taken to comply with the law.

Prices and Payments

Prices

The cost of our Services is indicated on the Website (in the respective sections describing specific services) or is separately agreed with you in writing (e.g., in a commercial proposal, agreement, or invoice). Displayed prices may be shown excluding applicable taxes and fees. The Contractor reserves the right to change the prices of services from time to time. In case of a price change for a Service you have already ordered, we will inform you, and if you disagree with the new price, you will have the opportunity to cancel your order. Unless otherwise stated, all prices exclude taxes (such as VAT) and other mandatory charges, which will be added to your invoice amount in accordance with applicable law.

Payments

Payment terms and deadlines are agreed upon during the ordering process or stipulated separately in a service agreement. Generally, payment is required as a 100% advance unless expressly indicated otherwise. You must pay the issued invoice in full and within the specified timeframe. Late or incomplete payment may result in delays in commencing services, suspension of ongoing services, or complete termination of the contract at the initiative of the Contractor. We reserve the right to charge interest on overdue payments and/or claim compensation for losses arising from your breach of payment obligations, as permitted by law and agreement.

Refund Policy

Please note that payments made for already ordered and paid Services are non-refundable. The services provided by Eesti Firma OÜ are professional legal, consulting, and corporate services performed based on your request. Therefore, cancellation of orders for reasons outside the Contractor’s control (e.g., if you change your mind and decide not to use the services, regulatory requirements change, market conditions change, etc.) is not possible, and the paid amounts will not be refunded.

However, if for any reason you decide not to fully utilize the paid service, we may, upon separate agreement, credit the amount you have paid towards other services provided by us. In other words, the unused balance may remain as a deposit with the Contractor and used towards payment for any other Eesti Firma OÜ services. Such a deposit is valid for one year from the date of the original payment—during this period, you may place a new order, and the funds will be credited accordingly. After one year, any unused deposit amount will expire unless otherwise agreed separately with you. Refunds in monetary form (e.g., to a bank account, card, etc.) are not made except in situations where a refund is explicitly required by law or court decision.

Note: Since you are acting as a business client, consumer protection provisions regarding refunds or unilateral service cancellations do not apply to you—see the B2B section above. Your order constitutes a commercial contract that does not provide unconditional refunds after the commencement of services.

Limitation of Liability

Disclaimer of Warranties

All Services and materials on our Website are provided on an “as is” and “as available” basis. This means the Contractor provides services exactly as described, without offering any additional warranties or assurances regarding their suitability for your expectations. We make no representations or warranties (explicit or implied) that: the Services will fully meet your requirements or goals; will be provided uninterrupted, timely, securely, and error-free; the results obtained through the Services will be accurate, reliable, or suitable for any specific purposes.

To the fullest extent permitted by applicable law, the Contractor expressly disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, conformity to descriptions, or non-infringement. You assume all risks associated with the use of the Services. We do not guarantee any specific benefits or outcomes obtained from using our services, as these depend on numerous factors outside our control.

Limitation of Liability

To the maximum extent permitted by applicable law, the Contractor, its affiliates, and their directors, officers, employees, and agents shall not be liable for any losses you may incur in connection with your use of the Website or our Services, except as explicitly required by law. Specifically, we are not liable for the following categories of losses (even if advised of their possibility): indirect or consequential damages; lost profits, damage to business reputation, or loss of anticipated savings; data loss or business interruption; special, punitive, or incidental damages; or any other indirect consequences.

Nothing in these Terms excludes or limits the Contractor’s liability to the extent that such exclusion or limitation is prohibited by applicable law. However, any potential liability of the Contractor under a specific order is strictly limited to the amount actually paid by you for the relevant Service giving rise to the claim. This cumulative maximum liability applies collectively to all claims related to a single service. This limitation reflects the risk allocation between the parties: the price of our Services does not include an insurance premium for unlimited liability coverage. If this limitation were not in place, the price of services would be higher. By accepting these Terms, you agree that the stated limitation of liability is reasonable and fair.

Indemnification

You agree to indemnify and hold harmless the Contractor, its subsidiaries and affiliates, and their officers, directors, employees, and agents against any claims or actions brought by third parties (including public authorities) arising out of your acts or omissions when using the Website or the Services. In particular, you assume responsibility (including legal defense costs, court fees, and awarded damages) for any claims arising from:

We will notify you upon the occurrence of any such claim or action. You agree to cooperate with us in good faith to defend against such claims. The Contractor reserves the right to independently participate in the defense through counsel of its choosing, at your expense, if the claim arises from your breach. This indemnification obligation shall remain in force even after termination of the contract/these Terms.

Intellectual Property

All materials and content published on the Website (including, but not limited to, texts, articles, service descriptions, graphics, logos, design, photographs, videos, as well as the website’s software code and functionality) constitute intellectual property. These materials are either owned by the Contractor or used lawfully by the Contractor (under license or other authorization from the rights holder). The Website content is protected by copyright law, trademark law, trade secret law, and other applicable regulations.

You may not reproduce, copy, publish, transfer to third parties, distribute, modify, or otherwise use any materials from our Website without our prior written consent. Exceptions apply only when such use is explicitly allowed by law (e.g., quoting with attribution in a scope justified by the quoting purpose) or clearly permitted on the Website itself. Providing you access to the Website and Services does not transfer or grant you any intellectual property rights in the materials contained therein. All rights to the content of the Website remain with their respective lawful rights holders.

Trademarks, trade names, the corporate identity of Eesti Firma, and related graphic elements are registered or unregistered trademarks of the Contractor. Your use of them is permitted solely with our consent. You agree not to remove, conceal, or alter any copyright notices, trademark notices, or other rights-related notices displayed on the Website.

Confidential Information

During interactions between the parties (you and the Contractor), confidential information may be exchanged. Confidential Information means any information or materials provided by one party to the other that are explicitly marked as confidential or are confidential by their very nature (i.e., a reasonable person understands the sensitive, secretive nature of the information and that it is not intended for public disclosure). For instance, confidential information may include internal business or financial information, business plans, technical documentation, trade secrets, client data, know-how, individually negotiated correspondence, documents provided for KYC/AML purposes, etc.

Each party (both you and us) agrees to treat the Confidential Information received from the other party strictly confidentially. The receiving party undertakes to: (a) use the Confidential Information solely for fulfilling obligations and exercising rights within the parties’ relationship (i.e., for the proper rendering and receiving of Services); (b) not disclose or transfer the Confidential Information to third parties without the prior written consent of the disclosing party, unless such disclosure is required by law or an official request from competent authorities; (c) provide at least the same level of protection for the confidentiality of received information as it uses for its own confidential information of a similar nature (but in any case, not less than a reasonable level of care).

The confidentiality obligations do not apply to information that: was already lawfully known to the receiving party at the time of disclosure and was not obtained from the disclosing party; became publicly available through no fault of the receiving party; was lawfully disclosed by a third party without obligations of confidentiality; or was independently developed by the receiving party without use of the other party’s confidential information.

Upon termination of the parties’ relationship (termination of the contract or Terms), each party shall, at the request of the other, either destroy or return all confidential information provided (including copies, records, etc.), unless retention of certain information is required by law or justified for archiving purposes (e.g., copies of contracts).

The obligations under this section shall continue to apply after completion of Services for as long as the relevant information remains confidential (but at least for three (3) years following termination of the relationship, unless otherwise agreed or provided by law).

Governing Law and Dispute Resolution

All relationships between you and the Contractor arising from the use of the Website and the provision of Services shall be governed by the laws of the Republic of Estonia. These Terms shall be governed by Estonian law, particularly the Law of Obligations Act (Võlaõigusseadus) and other acts governing contractual relationships. Conflict-of-law rules shall be excluded to the extent that they imply the applicability of another jurisdiction’s law—the parties expressly agree on the choice of Estonian law.

Dispute Resolution

The parties shall seek to resolve any disputes, disagreements, or claims arising from or related to these Terms or individual service agreements through negotiations and mutual consultations. If a peaceful agreement cannot be reached, such disputes shall be finally resolved by the courts of the Republic of Estonia. The parties agree to the jurisdiction of the Harju County Court (Harju Maakohus) in Tallinn as the court of first instance. This means you agree to bring any claims against us exclusively in the specified Estonian court, rather than in your place of residence or another state. Correspondingly, we will also bring any claims (if necessary) in the court located in our jurisdiction—Harju County Court.

This does not preclude the parties’ right to approach courts of another jurisdiction for the enforcement of an Estonian court decision or where exclusive jurisdiction is established by mandatory provisions of law.

Please note that, as you act in the capacity of a business customer, you cannot invoke consumer dispute resolution mechanisms, such as filing complaints to consumer protection committees or using the European ODR platform—these mechanisms are intended exclusively for consumer-related disputes.

Amendments to the Terms

The Contractor reserves the right to amend and supplement these Terms unilaterally. Such changes may be triggered by updates to our services, amendments to applicable laws, expansion of the scope of Services, or other business needs. In the event of changes, the new version of the Terms will be published on the Website (with the update date indicated at the top of the page or otherwise explicitly). Changes shall take effect immediately upon publication of the updated Terms on the Website, unless a later effective date is specifically indicated.

We recommend regularly reviewing the Terms section on our Website to stay informed about the current version. In the event of substantial changes affecting your rights and obligations, we will make reasonable efforts to notify you (for example, via email or a pop-up notice on the Website).

If you continue to use the Website or order Services after the amendments take effect, you thereby express your acceptance of the revised Terms. If you disagree with the amendments made, you should cease using the Website and Services and, if necessary, have the right to terminate the service agreement by notifying us accordingly. In such cases, previously placed orders will, where possible, be governed by the Terms in effect at the time of ordering, or the contract will be terminated under conditions individually agreed upon with you.

Contact Information

If you have any questions, comments, or claims regarding these Terms or the Services we provide, please contact us directly. We value feedback from our clients and will make every effort to promptly resolve your inquiries.

Contractor’s Contact Information:

The preferred method of communication is email. Feel free to contact us anytime, and we will strive to reply within 1-2 business days. If your inquiry relates to the performance of a specific contract or requires urgent resolution, please specify this in your email subject line.

Final Provisions

These Terms (along with supplementary policies referenced in the “General Provisions” section) constitute the entire agreement between you (the Client) and the Contractor regarding your use of this Website and ordered Services. They supersede all prior agreements, arrangements, and correspondence (oral or written) concerning the same subject matter. Any additional terms or conditions you attempt to apply or include (for example, in an order or correspondence) shall have no effect unless explicitly accepted by the Contractor in writing.
Should any provision of these Terms be held invalid, void, or unenforceable by a competent court, this shall not affect the validity and enforceability of the remaining provisions. In such case, the invalid provision shall be interpreted (or replaced) in a manner that most closely preserves the original intent and economic meaning intended by the parties while remaining lawful.

Waiver of Rights in Case of Breach

The failure or delay by either party in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy. If we do not insist upon strict compliance with any provision of these Terms, this does not prevent us from enforcing it later or from treating that provision as still in effect. Any waiver or concession will only be valid if made in writing and signed by a duly authorized representative of the waiving party.

Assignment of Rights and Obligations

You may not assign or otherwise transfer your rights or obligations under these Terms to any third party without our prior written consent. However, the Contractor may assign its rights and obligations to any affiliate or successor entity (for example, in case of business restructuring, merger, or sale of the enterprise), provided you are notified of this and your lawful interests are respected.

Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and us. We act solely as independent contractors. You are not authorized to make statements or provide any guarantees on behalf of Eesti Firma OÜ without our express written authorization.
These Terms are drafted in Russian for the convenience of Russian-speaking users. In the event of discrepancies between the Russian-language version of the Terms and their version in another language (if any), the Estonian version (or another explicitly designated primary version) shall prevail.

You confirm that you have carefully read and fully understood all provisions of these Terms, and agree to comply with them entirely. Thank you for your attention and trust in our services! We look forward to fruitful cooperation and wish your business continued success.