Terms & Conditions

1. THE PARTIES

1.1  The services are provided by  Magrat Baltic OÜ, registry code 16889553, address Jõe tn 3-305, Tallinn, 10151, Estonia (the “Contractor”).

1.2  The person receiving the services, i.e. the client, is each natural or legal person with whom the Contractor has entered into a client agreement (the “Agreement“) or to whom the Contractor provides services on any other legal grounds (hereinafter the “Client“). The Contract may also be entered into for the benefit of a third party (hereinafter the “Beneficiary“).

1.3  The Contractor and the Client are hereinafter individually referred to as a “Party” or jointly as “Parties“.

1.4  The provisions of this General Terms and Conditions, Agreement, Proposal and Pricelist (together the “Contract”) constitute the whole agreement between the Client and Contactor in relation to the Services, deliverables and work product described in the respective Proposal and performed to the Client.

2. ENTRY INTO THE CONTRACT

2.1  The Contractor has discretion to decide whether it will accept instructions from the person seeking services or not.

2.2  The Contract enters into force by signing of the Agreement by both Parties or when the Contractor has confirmed the order of the Client.

3. SERVICES

3.1  The services to be performed by the Contractor are indicated in the Appendix 1. Special Terms and conditions and Proposals (the “Services”), to which these General Terms are appended. If the Contractor performs on the basis of a separate order other services than those mentioned in the Proposal, then these General Terms are applicable to such services as well.

3.1.1  The Client understands and accepts that any information the Client receives from the Contractor in areas other than Accounting, are of purely informative nature and do not constitute legal advice or call to action on the basis of such information.

In case of necessity and subject to prior approval by the Client, Magrat may turn to other specialist advisors (including, but not limited to areas of taxation or legal services provision) for the purpose of obtaining specialist advice for and on behalf of the Client. Any such legal advice shall be provided to the Client by the specialist advisors appointed by Magrat, with Magrat acting only as an intermediary.

3.2  The Contractor commences providing the Services forthwith after the Client has provided to the Contractor all necessary information and material and has paid the advance payment that the Parties may have agreed on. The Services shall be provided carefully and professionally according to the applicable statutory requirements and working and reporting rules and regulations of the Contractor.

3.3  The Contractor will act on the basis of written or oral instructions by the Client or any person or persons who is or are expressly authorised by the Client to give instructions to the Contractor on behalf of the Client (the “Authorised Person”).

3.4  The Contractor shall not be obliged to act where it considers such acts to be in any way unlawful.

3.5  The Client shall supply the Contractor with all documents, information and other materials (including any changes therein) necessary to perform the Services well in advance in order to enable the Contractor to carry out its tasks properly within normal working hours. Unless otherwise agreed, the material must be available to the Contractor as follows:

3.5.1  All underlying accounting documents (contracts, invoices, bank excerpts, minutes) – by the 5th day following the end of the respective calendar month;

3.5.2  Material relating to calculation of salaries – no later than 5 business days prior to acceptance and payment date;

3.5.2.1 The Contractor prepares and provides TSD declarations within 5 working days from the date of provision of the full package of necessary documents.

3.5.3  Material relating to annual reports – no later than 30 days from the end of the respective financial year;

3.5.4  Any other material – no later than 10 business days before the respective due date.

3.5.4.1 The Contractor prepares and submits VAT declarations within 15 working days from the date of provision of the full package of necessary documents.

3.6  The Client shall do everything reasonably required from it to enable the Contractor to fulfil its tasks in accordance with the Agreement. Enquiries and requests of the Contractor shall be responded without delay.

3.6.1 If the Client fails to provide the necessary documents within the prescribed period, the Contractor reserves the right to file a tax declaration later than the deadline provided by law, depending on the date the Client provided the necessary documents. In such an event, the Contractor disclaims any responsibility for any consequences that may arise in case of failure to submit tax declarations within the deadlines established by law.

3.7  The Client shall secure the Contractor’s access to the online platform of the Estonian Tax and Customs Board (e-maksuamet) on behalf of the Client for submitting tax returns and reports to the tax authority.

4. FEE AND EXPENCES

4.1  The fees chargeable by the Contractor for the Services (the “Fees”) are determined based on the Pricelist, Appendix 1. Special Terms and conditions and Proposals, appended to the Agreement or any separate quotation accepted by the Client. All quotes are provided exclusive of VAT. VAT shall be added to the Fees in accordance with applicable laws. The Fees and any additional charges for the Services will be payable to the Contractor in accordance with invoices issued to the Client.

4.1.1 If the documents necessary for accounting are provided later than the 10th day of the month following the reporting month, the Contractor has the right to issue an invoice in the amount of the specialist’s hourly rate in accordance with the current price list for each hour of work spent on processing the provided documentation.

4.2  The Client shall pay all invoices within 7 (seven) days from the date of the invoice. All Fees and expenses provided for under this Agreement shall be paid in full, free and clear of any deductions or withholding for any taxes, levies, duties or set-off. If the Client fails to pay the invoice when due, the Contractor is entitled to charge late payment interest at the rate of 0.1% of the amount outstanding per each day the payment is overdue. Any complaints regarding the Fees must be submitted to the Contractor in writing within 30 days as from the invoice date.

4.3  In the event that the Client fails to pay the Fees in accordance with these terms the Contractor reserves the right to suspend the provision of the Services subject to giving the Client reasonable prior notification of its intention to do so.

4.4  The Contractor is entitled to recover on a full indemnity basis any costs incurred by it in collecting overdue payments, including the costs of and expenses of any agents the Contractor may appoint to collect such amounts.

4.5  The Contractor is entitled to unilaterally adjust the Fees annually by giving the Client at least 30 (thirty) days’ prior notice thereof. The Contractor is also entitled to adjust the Fees if the circumstances, under which the Agreement was entered into, change to a substantial extent, or if the provision of Services under the Agreement turns out to be substantially more complex and time-consuming than could be reasonably foreseen by the Parties at the time of entering into the Agreement. If the Client does not agree with the adjustment of the Fees, the Client is entitled to terminate the Agreement.

4.6  In addition to the Fees, the Client shall compensate, at cost, the Contractor for all documented out-of-pocket expenses incurred in connection with the provision of the Services, including but not limited to the state fees, notary charges, translation costs, etc. The Contractor shall inform the Client of the nature and scope of such expenses beforehand.

4.7  If, in the course of providing the Services, a need arises to use the professional assistance of third party experts, consultants, specialists, etc., of other fields who do not work for the Contractor, the Parties may agree that the Contractor shall seek for a reputable and competent expert in the respective field; the Contractor shall in this case propose, in good faith, one or more experts to the Client, and shall collect fee proposals from such expert(s). The Contractor shall seek the Client’s approval for any outside expert’s fees prior to incurring any respective expenses. The Client shall either conclude a service agreement with the respective expert directly or the Parties may agree that such service agreement will be concluded by the Contractor. In any event, the Contractor shall not be liable for the accuracy of the analyses, opinions, explanations or other deliverables provided by such external advisers and other service providers.

5. OBLIGATIONS OF THE CONTRACTOR

5.1  The Contractor shall provide the Services with reasonable professional skill and care, acting in the best interests of the Client and avoiding damage to the Client’s property. To the fullest extent permitted by law, the Contractor disclaims all other warranties, express or implied. The Contractor shall inform the Client of all relevant matters relating to the provision of the Services, especially of those matters that may cause the Client to change its instructions, and, at the request of the Client, shall provide the Client with information on the performance of the Services.

5.2  The exact manner of providing the Services shall be at the discretion of the Contractor, and the Client is not entitled to request that the Contractor follows its detailed instructions as to the exact manner of provision of the Services. In providing advisory Services, the Contractor shall use its best efforts to achieve the result desired by the Client. As a rule, the Contractor cannot and shall not guarantee that the desired result will be achieved.

5.3  The Contractor shall be liable for safekeeping the accounting documents delivered by the Client to the Contractor for performing the Services, and for correct and timely processing of the data provided by the Client. The Contractor shall not bear any liability for the documents and other materials and data, which was provided to the Contractor with delay, as well as for incorrect, incomplete or misleading documents and other materials and data provided by the Client to the Contractor, as well as for any consequences thereof.

5.4  Under no circumstances shall the Contractor be liable for any third party claims against the Client, unless such claims have been caused by the breach of the Agreement by the Contractor.

6. TERMINATION OF THE AGREEMENT

6.1  The Agreement is concluded for an indefinite term. Each Party is entitled to terminate the Agreement at any time, providing the other Party with a written notice thereof at least 30 (thirty) days prior to the date of termination. The final payment of the Fee shall be performed within 10 (ten) days as from the date of termination

6.2  In case of material breach of the Contract by the Client, the Contractor shall be entitled to terminate the Agreement immediately without any prior notice.

6.3  Upon termination of the Agreement and provided that all Fees have been paid by the Client, all documents and records which have been handed over to the Contractor in order to provide the Services shall be returned to the Client.

6.4  Client refusal to provide information or documents required for the application of due diligence measures in accordance with Estonian Money Laundering and Terrorist Financing Prevention Act is deemed a fundamental breach of the Agreement and the Contractor has a right to extraordinarily terminate the Agreement. The Agreement is deemed terminated as of the submission of a termination notice to the Client after which the Contractor makes the services completely unavailable to the Client.

7. CONFIDENTIALITY

7.1  During and after the term of this Agreement, the Contractor shall neither use (except to provide the Services), nor disclose to any third party, any information which is a trade secret of the Client, personal data or any information concerning the Services or the business plans or activities of Client or its affiliates, including (without limitation) any information proprietary to Customer or its affiliates (the “Confidential Information”); provided, however, that the foregoing restriction shall not apply to Confidential Information which: (i) was in the public domain at the time it was disclosed to Contractor or entered the public domain thereafter through no fault of Contractor; (ii) the Contractor already knew of before the date it was disclosed to Contractor and Contractor can corroborate such knowledge; (iii) Contractor independently developed without use of any other Confidential Information; or (iv) was disclosed to Contractor by a third party without breach of this Agreement by Contractor and was otherwise not in violation of Client’s rights.

7.2  This Section 7 does not hinder the disclosure of any Confidential Information where:

7.2.1  a Party is required to disclose such Confidential Information by Law or pursuant to any order of court or other competent authority or tribunal;

7.2.2  a Party is required to disclose such Confidential Information by any applicable stock exchange regulations or the regulations of any other recognized market place;

7.2.3  such disclosure has been consented to by the other Party in writing; or

7.2.4  to its professional advisers (who are bound to such Party by a duty of confidentiality which applies to any information disclosed).

7.2.5 by agreeing to these terms and signing the relevant Client agreement the Client provides the Contractor (Magrat) with the right to use the logo of the Client for marketing purposes on his website. The Parties agree that the Contractor shall have no obligation to pay any fees or other remuneration for the right of using the logo of the Client on his website, as long as it is used only for marketing purposes.

Should the Client agreement be terminated the Client is entiteld to request the Contractor to stop using his logo on his website. Such a request must be presented in writing to the active official e-mail of the Contractor.

8. LIABILITY

8.1  The Contractor shall have no obligation to verify or check the accuracy of any information the Client provides to the Contractor. The Contractor shall not be liable for the accuracy of the information provided by the Client.

8.2  Any information the Contractor may provide to the Client in the legal field, including, but not limited to: tax related information, applicable legislative regulations, description of legal consequences, legal requirements and etc. are of purely informative nature and do not constitute legal advice. The Contractor gives no guarantee or warranty that any such information provided he may give will result in any financial savings being made by the Client. The Contractor may not be held liable for any actions and consequences of said actions performed by the Client on the basis of such information, unless the parties explicitly state that the provided information constitutes legal advice or call to action on the basis of such information.

8.2.1  The Contractor has an active insurance that will allow compensation to the Client in the event the Client will suffer damages due to the willful fault of the Contractor when providing accounting services. The insurance covers only activities and services that are stated in the the Accounting Act of Estonia.

8.3   The Contractor shall only be held liable for any damages of the Client that formed due to the willful fault of the Contractor, including direct intent or gross negligence when providing accounting services to the Client.

8.3.1  In the event of provision of other services aside from Accounting, including legal services, the aggregate liability of the Contractor under the Agreement shall be limited to the amount of Fee received by the Contractor under the Agreement for the particular services and taking into account the provision of clause 8.2 of the Agreement.

8.4  The Client shall indemnify and hold the Contractor harmless from any and all losses, claims, damages and expenses, including reasonable legal fees, as and when they are incurred, arising from or incidental to the assignment or the participation of the Contractor in the transaction, for which the Contractor is not liable for under the Agreement.

8.5  The Client and its representatives shall bear full responsibility for the accuracy of the information and relevant data related to the taxation of the Clients’ employees and contractors outside of Estonia, including obligations for declaring, paying, withholding applicable taxes.

The Client and its representatives shall bear any legal, monetary or other consequences related to false or inaccurate information provided by the Client or its representatives. In any event the Client and its representatives will hold the Contractor, its employees and board members free of any liability related to such situations.

In the event the Client is required to provide the Contractor with documentation or data necessary for provision of services, the Client is obligated to provide such data and documentation in due time agreed by the Parties. If the Client fails to provide the documentation and data in due time or if the provided documentation has faults that render it impossible to use for the provision of services, the Contractor is entitled to postpone the provision of service until the necessary documents or data are provided.

The Client confirms that the Contractor is entitled to ask an increased price for the provision of services in case of urgency, if said situation came to be due to the client failure to provide the required data and documentation in due time.

In any event that client shall hold the Contractor free of any claims or damages or any other consequences that may arise due to the failure of the client to provide the necessary documentation or data in due time.

8.6  The Client is obligated to comply with the due diligence measures established by the Contactor and provide him all relevant information and documentation.

9. THE OBLIGATIONS OF THE PARTIES IN RELATION TO PREVENTING MONEY LAUNDERING AND TERRORIST FINANCING

9.1  The Parties shall comply with the requirements established in the Estonian Money Laundering and Terrorist Financing Prevention Act (the “Act”) and legislation issued on the basis thereof when acting based on the Agreement.

9.2  The Client shall cooperate with the Contractor in fulfilling the obligations stipulated in the Act, including with regarding to identification of the Client and the origin of its funds, etc. The Contractor shall have all the rights arising from the Act and legislation issued on the basis thereof, including the right to decline to provide services or to terminate its business relationship with the Client in the cases provided by law. In particular, the Contractor is entitled to terminate this Agreement without any prior notice, if the Client, despite the respective request by the Contractor, fails to provide documents and other relevant information required under the Act and other applicable rules regarding anti-money laundering and prevention of terrorist financing, or if the documents or information provided by the Client do not reasonably remove suspicion of money laundering or terrorist financing.

10. MISCELLANEOUS

10.1  The Agreement is governed by the laws of the Republic of Estonia and construed in accordance therewith.

10.2  Invalidity of one provision of this Agreement shall not affect the validity, legality or enforceability of the remaining provisions of this Agreement. In case any provision proves to be invalid, the Parties shall use all reasonable endeavours to replace that provision with a new, lawful provision closest to the substance of the original provision.

10.3  The Contractor may collect, use, transfer, store or otherwise process (collectively “Process”) information provided by the Client that can be linked to specific individuals (the “Personal Data”) as defined under applicable law. The Contractor shall Process the Personal Data in accordance with applicable laws. The Contractor is entitled to transfer the Personal Data for storage or otherwise Processing outside the territory of the European Union, provided that the legal obligations for such transfer are observed and personal security measures are maintained at the same level as required under applicable law.

10.4  Any disputes arising from this Agreement or in connection thereto shall be settled by negotiations. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof that the Parties have failed to solve by amicable negotiations shall be settled by Harju County Court as the court of first instance.