1Office Eesti OÜ general terms and conditions for the provision of services 01.04.2016
This website is administered and the services offered on it are provided by 1Office Eesti OÜ (registry code 11528017), address Narva mnt 5, Tallinn, Harju county, 10117, e-mail address firstname.lastname@example.org (hereinafter 1Office).
1Office offers serviced office space, virtual office, accounting, companies and legal services (hereinafter the Service or Services) to undertakings/legal entities (hereinafter the Client).
By ordering Services from 1Office’s website you agree to these terms and conditions.
Ordering the Service
The Client can choose Services from 1Office’s website. Descriptions of the Services are noted on the website. After selecting the Service the price or the bases for calculating the price of the respective Service are displayed.
To prepare an order the required data fields must be filled in and a copy of an identity document added.
The price paid for the Service is displayed thereafter. If due to the nature of the Service the price cannot be determined, then the initial price of the Service and the bases for calculating the price of the Service are displayed.
The Service can be ordered by clicking on the link “Order Service”, after which the Client is directed to the payment environment.
The Service can be paid for by credit card, bank link or PayPal or by ordering an invoice to an e-mail address. It is also possible to order the Service by notifying 1Office of it via a web inquiry or e-mail.
Contract of Service/Service contract (hereinafter the Contract) between 1Office and the Client is deemed concluded by paying for the Service. Concluding the Contract is confirmed by 1Office 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 1Office’s website, price list and these terms and conditions.
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. Person who conclude 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 1Office 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.
The Client’s rights and obligations
The Client has the right to use the Services according to the Service description and price list provided on the website and on these terms and conditions.
Upon using the Service the Client undertakes to
- refrain from using 1Office’s Services for an illegal or immoral purpose, including for the purpose of fraud, sending or storing illegal material;
- refrain from disrupting or damaging 1Office’s website, software or the provided Service.
The Client does not have the right to assign this Contract, resell the Services or give for third parties to use.
The Client is obligated to inform 1Office not later than within seven (7) working days of the change of contact details of the Client.
1Office’s rights and obligations
1Office has the right to
- receive remuneration on the terms and conditions prescribed in the Contract and price list;
- temporarily suspend providing the Service without prior notification, if it is for reasons independent of 1Office.
1Office undertakes to perform the Contract based on its professional knowledge, in a loyal manner with respect to the Customer and the necessary necessary level of diligence pursuant to the nature of the Service.
Payment of the fee
The grounds and the manner of paying for the Services are provided on 1Office’s website with the description of Services and the price list.
The Client undertakes to pay the invoice within seven (7) working days after receiving the respective claim.
If the Client undertakes to pay an additional rate of value added tax, a respective invoice is submitted to the Client.
Upon receiving the money 1Office shall first settle the default interest, then the contractual penalty and then the fee for the Services.
Upon delay with paying the fee 1Office has the right to request a default interest of 0.2% (zero point two per cent) of the overdue amount for each day delayed day from the Client and compensation of debt collection costs pursuant to subsection 1131 (1) of the Law of Obligations Act in the amount of 40 (forty) euros for each overdue invoice.
1Office has the right to unilaterally amend the price list of the Services. 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 1Office 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
Term and cancellation of the Contract
The Contract is concluded without a term or due to the nature of the Service is valid until the performance of the Service.
1Office and the Client may ordinarily cancel the Contract by notifying of it via e-mail at least two (2) calendar months in advance.
1Office 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;
- as a result of carrying out a background check 1Office has a reasonable doubt that the Client is committing a breach of money laundering rules or engages in another illegal or immoral activity:
- the Client does not pay the invoice within 30 (thirty) calendar days from the payment term at the latest;
- the Client breaches fundamental terms of the Contract and has not remedied the breach within a reasonable time determined by 1Office;
- the Client has provided incorrect data or failed to notify of changed contact details g;
- 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 1Office 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 has damaged 1Office’s reputation with its activity.
Upon the cancellation of the Contract the amounts paid to 1Office by the Client are not to be returned or set off.
If the Client is a consumer, then the 14-day right of withdrawal does not apply to the Services, because the Services provided by 1Office have individual characteristics and depend on the Client’s needs and wishes.
1Office has the right to unilaterally amend these terms and conditions. The general terms and conditions of service provision in force are published on 1Office’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 1Office 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
Processing personal data
1Office collects the following personal data: name of the Client and its representative, the personal identification code or date of birth of the Client’s representative, telephone number, place of residence and e-mail address.
1Office uses and processes the Client’s personal data only for performing the obligations arising from the Contract and the law. 1Office does not forward personal data to third parties, except for compliance with the publication obligation provided by law.
1Office asks the data submitted in the “Know your client” questionnaire, including name, personal identification code and an identity document copy to comply with the money laundering prevention obligation arising from the law.
If the Client has failed to pay 1Office’s invoices then 1Office has the right to submit the Client’s data to a credit register.
1Office 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.
1Office keeps confidential all data received from the Client and forwards the data to the authorities exercising supervision only if a respective court ruling has been submitted to 1Office or the publication obligation arises from the law.
1Office is liable for damage if damage is caused intentionally or due to gross negligence.
1Office is not liable for indirect damage (incl. loss of profit) caused to the client due to breach of the Contract. 1Office shall not compensate damage due to gross negligence in case the liability insurance does not cover such damage to 1Office. 1Office is not liable for the damage due to negligence.
The limitation period for submission of claims due to gross negligence against 1Office shall be six calendar months from performance of the act or occurrence of the event which caused the damage.
1Office’s total liability is limited to the amount provided in special terms and conditions.
If the Client’s activity brings about a claim against 1Office (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 1Office for all expenses and losses borne in relation to it.
The limitation period of the claims filed by the Client against 1Office is six (6) calendar months from the arising of the respective claim.
If the Client has overdue obligations before 1Office then 1Office 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 1Office’s premises, 1Office may retain the items in the extent that is necessary for ensuring the fulfilment of its claims. 1Office exercises a statutory lien until the fulfilment of the claim by the Client or provision another security.
Disputes are resolved by way of negotiations. Upon not reaching an agreement the dispute is resolved in the Harju County Court.
VIRTUAL OFFICE SERVICE SPECIAL TERMS AND CONDITIONS
Upon the expiry of the Contract the Client loses the right to use the address “Narva mnt 5, 10117 Tallinn” as a legal address in any way or form.
The Client undertakes to change the legal address in the commercial register and notify business partners of the change of the postal address on the day of expiry of the Contract at the latest. If the Client has not changed its legal address in the commercial register within one (1) month from the expiry of the Contract, 1Office has the right to claim a contractual penalty from the Client in the sum of 200 (two hundred) euros. 1Office has the right to submit an application to the commercial register for the deletion of the Client’s incorrect details from the register.
The Client undertakes to notify 1Office within seven (7) working days from concluding the Contract via e-mail the names and contact details of the persons who are authorised to receive the Client’s post and promptly notify of the change of the person authorised to receive post.
Upon expiry of the Contract 1Office is released from the obligation to provide legal address and virtual office Services, including receiving and forwarding the Client’s post.
The Client undertakes to collect the post collected in the course of the virtual office Service twice (2) per calendar year or give directions on which address the post must be forwarded to. The Client pays the relevant postal charges. If the Client does not collect the post or give instructions for forwarding the post 1Office has the right to destroy the post and to request the Client to compensate for the destruction expenses. 1Office can store accounting source documents for up to seven (7) years. The Client is obligated to compensate 1Office for the expenses related to storage.
1Office’s total liability is limited to the amount, which equals the amount of one (1) year of the virtual office service fee paid by the Client.
The Client is not released from the obligation to pay the service fee in case of an invoice not reaching it. If the Client has not received an invoice from 1Office one (1) calendar month before the commencement of the new address period at the latest, the Client undertakes to promptly notify 1Office of it via e-mail.
ACCOUNTING SERVICE SPECIAL TERMS AND CONDITIONS
Payment of the fee
The accounting Service fee calculation is done on an hourly basis and in according to 1Office’s price list. The period of the fee calculation is a calendar month.
If the Client has arrears for the accounting Service then 1Office 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, 1Office is not liable for such damage.
The Client’s obligations
The Client undertakes to submit to 1Office the bank statements of the previous calendar month by the 5th (fifth) date of each calendar month and the documents of the previous reporting month by the 10th (tenth) date of each calendar month at the latest. If the Client does not submit the bank statement and documents by the specified term, then a situation where 1Office 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.
For the preparation of an annual report the Client submits the documents necessary for the preparation of an annual report and the management report of the previous economic year to 1Office by the 28th (twenty-eighth) of February at the latest.
The Client undertakes to notify 1Office of entering the company into a company’s tax register or some other register and commencing activity in a field with a permit or notification obligation.
The Client undertakes to ensure the connection of the accounting source documents submitted to 1Office 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.
The Client authorises 1Office to communicate and electronically submit tax declarations and state reports to all state authorities, including the Tax and Customs Board, Statistics Estonia, Business Register and the Health Insurance Fund.
The Client undertakes to store all invoices, receipts etc. accounting source documents related to the company pursuant to the procedure provided by law.
Term and cancellation of the Contract
The accounting Service Contract is without a term, except if a fixed-term contract is agreed.
In case of the cancellation of the Contract 1Office is obligated to deliver to the Client all of the Client’s accounting documents on paper in 1Office’s possession and electronically all of the current year’s accounting balances.
If the Client cancels the accounting Service before the date of the expiry of the Contract, the Client undertakes to pay a contractual penalty at the double rate of the average Service charge of the last six months.
Accounting source documents
The accounting source documents must be submitted in Estonian, Russian or English. If the Client submits the accounting source documents in another language, then the Client compensates 1Office for the translation expenses related to it. 1Office may choose which translation service provider it orders the translation service from, except when it has been agreed otherwise with the Client.
1Office has the right to refuse to accept or make accounting operations on the basis of such accounting source documents in the case of which 1Office has grounds to believe that they may be a violation of tax law in case of which liability will arise for 1Office.
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 according to 1Office’s price list. 1Office stores the accounting source documents for up to seven (7) years, thereafter the documents are destroyed and the Client undertakes to compensate 1Office for the expenses related to it.
1Office’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.
ONLINE BUSINESS INCORPORATION SERVICE SPECIAL TERMS AND CONDITIONS
Client who holds an Estonian ID card or an Estonian e-residency ID card can establish a new Estonian private limited company (hereinafter Company) using the online form on the 1Office Company Registration Portal that is integrated to 1Office website (hereinafter Incorporation Service).
The Incorporation Service extends to submission of online application for the registration of a Company (hereinafter Application). It is provided on an “as-is” basis and does not include any services other than submitting the Application and paying the state fees as apply to registering a Company.
The Incorporation Services connects the Client with the Estonian commercial registrar (hereinafter Commercial Registrar) via an API (application programming interface). After the submission of the Application in accordance with the instruction set forth on the 1Office Company Registration Portal , the Application is directly sent to the Commercial Registrar for processing. Once the Application has been accepted, the Client will be informed by the Commercial Registrar via the contact information as provided in the Application.
The Incorporation Service does not extend to the following: (i) any follow up services if the Application is denied or further action is required, (ii) services regarding administering and maintaining the company and fulfilling the lawful obligations and duties, which arise as a result of incorporating Company under Estonian jurisdiction. Among else, the Incorporation Services does not extend to any management services, accounting services, tax services, bank account registration and other banking services, legal services, virtual office services, office space services, consulting services, management board member contact services, etc. For such Services please contact 1Office.
However, certain Services (as described in the process of submitting the Application) may be added to the Incorporation Service for an additional fee as indicated in the 1Office website, prior to submitting the Application.
If the Application is denied or the Commercial Registrar request additional information, the Client may request a consultation with the 1Office for an additional fee, in order to amend the denied or suspended Application.
The Client hereby acknowledges that the acceptance of the Application by the Commercial Register is subject to the information provided in the Application. 1Office is not liable for guaranteeing the successful registration of the Company using the Incorporation Services to the extent that the Application was denied by the Commercial Registrar due to inadequate or unacceptable information provided in the Application by the Client. In any case 1Office’s total liability for providing Incorporation Service is limited to the amount, which equals to the amount paid by the client for Incorporation Service.
The Client also acknowledges that by incorporating a private limited company, it shall be obliged to comply with the obligations and duties of a shareholder of a private limited company as arise from Estonian laws.
In order to use the Incorporation Service, the Client is obliged to correctly fill out and submit the Application and pay the fees as described in the Application process. The fee includes fee for the Incorporation Services (including VAT) as well as the state fees, which apply for registering private limited company online. The fee for Incorporation Service can only be paid either by credit card or PayPal by following the instructions presented on the 1Office website.
The Client hereby acknowledges that by submitting the Application and paying the fee, the Incorporation Service is deemed fulfilled by the 1Office and the Client will lose the right to withdraw from this Agreement in accordance with Law of Obligations § 53 (4) clause 1.
Please note that at this moment the Incorporation Services can only be used if the Client becomes the sole shareholder of the company to be incorporated.
LEGAL SERVICE SPECIAL TERMS AND CONDITIONS
The Client is obligated to submit the correct and verified data to 1Office for the performance of legal Services. In case of legal Services 1Office uses the information and source task submitted by the Client as the basis. When providing legal Services 1Office does not perform a legal risk analysis, except if it has been agreed otherwise with the Client.
1Office has the right to decline providing the legal Service if it becomes evident that the Client’s task cannot be resolved on the basis of the law in force or if the Client wishes to use the legal Service for performing an illegal activity or operation.
When providing legal Services the Service fee does not include state fees or other official fees or charges.
If the Client has purchased a legal Service and it becomes evident in the course of the performance of the Service, that the legal Service cannot be provided in the proposed time, then 1Office has the right to stop providing the legal Service until the time when the Client has paid an additional fee.
1Office advises the Client on the basis of the law in force and in the extent permitted by the Estonian legal system. The Client is aware that 1Office cannot ensure that the decisions or acts of state authorities, local government or other persons performing public duties are always favourable for the Client.
1Office’s total liability is limited to the amount, which equals the amount of the legal Service fee that is the basis of the claim.