This website is administered by Unicount OÜ, registry code 14614272, registered office address in Estonia, Tallinn, Veskiposti 2-1002, postcode 10138 (hereinafter Unicount), email email@example.com.
1.1. Unicount offers a company formation service along with registered office address and legal contact person services in Estonia (hereinafter Service or Services). Descriptions of the Services are provided on the website www.unicount.eu.
1.2. By ordering Services from Unicount’s website you agree to Unicount terms of service (hereinafter Terms).
2. Ordering the Service
2.1. Unicount Services can be ordered only via the website www.unicount.eu by adult users having a valid Estonian digital identity with electronic signature capacity.
2.2. The Service can be ordered on the website by successfully completing the online ordering process, confirming the Service order and making an online payment. To complete an order all the required data fields must be filled in.
2.3. Before Client confirms the Service order the basis for calculating the fees for the Service are displayed and the Client is directed to the selected payment channel.
2.4. The Service can be paid for by Visa, Mastercard and American Express credit cards or by Estonian bank links provided by AS Maksekeskus. The payments are accepted in Euros only.
2.5. Unicount shall forward the personal data necessary for the execution of payments to the data processors AS Maksekeskus or Stripe Payments Europe, Ltd and their sub-processors.
2.6. The Service contract (hereinafter Contract) between Unicount and the Client is deemed concluded by paying for the Services.
2.7. Conclusion of a Contract is confirmed by Unicount by sending a confirmation of the order within 24 hours of paying for the Services to the e-mail address provided by the Client. The Contract is deemed concluded in the extent, which corresponds to the Service description provided on Unicount’s website, fees displayed and these Terms.
In case of differences between service descriptions provided on the website and these terms, the description of services provided on the website shall prevail.
2.8. If the Contract is concluded for a limited company that is not yet registered with Estonian Business Register (hereinafter Business Register), then the limited company is deemed a party to the Contract from the moment the limited company is registered with Business Register. A natural person who concludes the Contract on behalf of a limited company before it is registered with Business Register shall be liable for performance of the obligations arising from the Contract. The obligations arising from the Contract shall pass to the company from the moment of being registered with the Business Register.
2.9. Due to the regulations established by the money laundering and terrorism financing prevention legislation, Unicount does not provide Services to:
– politically exposed persons, their family members or close colleagues;
– persons included in the international sanctions list (https://www.sanctionsmap.eu/#/main)
– residents and citizens from the FATF high-risk third countries (http://www.fatf-gafi.org/countries/#high-risk)
– residents and citizens from the FATF monitored countries (http://www.fatf-gafi.org/publications/high-risk-and-other-monitored-jurisdictions/)
2.10. By ordering Services from Unicount you confirm that you do not qualify to be a person listed in article 2.9.
3. Company formation service
3.1. The registration of Estonian limited companies is handled by the Registration department of Tartu County Court in accordance with the law of the Republic of Estonia. Unicount enables the Client to register a company via the Estonian Centre of Registers and Information Systems (the government agency operating Business Register) application programming interface (hereinafter API) and prepares the application necessary for registering a company based on data provided by the Client.
3.2. Unicount is not responsible for the activity and decisions of the Business Register or Registration department of Tartu County Court when registering a company.
3.3. Unicount is not responsible for the technical faults, which are related to the API.
3.4. Unicount is not obligated to translate procedural documents or correspondence provided by the Business Register or Registration department of Tartu County Court or any other official documents or correspondence received by the Client, except when it has been agreed to accordingly with the Client.
3.5. The Service fee does not include payment for actions taken for resolving or rectifying the rulings provided by the Registration department of Tartu County Court.
3.6. If the Registration department of Tartu County Cour does not register the company, then it is not deemed a fault of Unicount or flaw in the Service and the Client cannot require the compensation of fees paid.
3.7. Unicount’s total liability for damages arising from providing company formation service is limited to the amount paid by the Client for the company formation Service.
4. Registered office address and legal contact person service
4.1. The commencement of registered office address and legal contact person services is dependent on whether the Client successfully completed Unicount’s Know Your Client procedures (hereinafter KYC) in accordance with the Money Laundering and Terrorism Financing Prevention Act and article 5.5. of these Terms.
4.2. Upon the expiry of the Contract the Client loses the right to use the registered office address and legal contact person service provided by Unicount in any way or form.
4.3. The Client is obligated to change the registered office address and legal contact person in the Business Register and notify business partners of the change of the address on the day of expiry of the Contract at the latest. If the Client has not changed its registered office address and legal contact person in the Business Register within one (1) month from the expiry of the Contract, Unicount has the right to submit an application to the Business Register for the deletion of the Client’s incorrect details from the Business Register and to claim a contractual penalty from the Client in the sum equal to annual fee for the Services.
4.4. Upon expiry of the Contract Unicount is released from the obligation to provide Services, including receiving and processing the Client’s mail or other communications.
4.5. Unicount has the right to destroy the received mail thirty (30) days after making electronic copies available for the Client.
4.6. Unicount’s total liability for damages arising from providing registered office address and legal contact person service is limited to the amount, which equals the amount of annual Service fee paid by the Client for providing registered office address and legal contact person service.
4.7. Unicount does not receive nor forward mailed or courier delivered parcels to its Clients except when it has been agreed to accordingly with the Client.
4.8. Unicount only receives mail items clearly addressed to the Client company. Mail items addressed to private persons are not accepted.
5. The Client’s rights and obligations
5.1. The Client has the right to use the Services according to the Service description and fees provided on Unicount website and in these Terms.
5.2. Upon using the Service, the Client becomes obligated to:
– refrain from using Unicount’s Services for an illegal or immoral purpose, including for the purpose of fraud, sending or storing illegal material;
– refrain from disrupting or damaging Unicount’s website, software or the provided Services.
5.3. The Client does not have the right to assign this Contract, resell the Services or give for third parties to use.
5.4. The Client is obligated to inform Unicount no later than within seven (7) working days of the changes in their company details or contact details.
5.5. Due to the requirements established by the Money Laundering and Terrorism Financing Prevention Act, the Client must fulfil the KYC requirements when prompted to do so and provide all requested information in due time after ordering the Services.
6. Unicount’s rights and obligations
6.1. Unicount has the right to:
– receive remuneration on the terms and conditions prescribed in these Terms and fees displayed on the website;
– use the assistance of third parties in performing the Contract;
– temporarily suspend providing the Service without prior notification, if it is for reasons independent of Unicount.
6.2. Unicount has the right to unilaterally amend these Terms. The valid Terms are published on Unicount’s website. The Clients subscribed to recurring services are 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 Unicount 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.
6.3. Unicount undertakes to perform the Contract based on its professional knowledge, in a loyal manner with respect to the Client and the necessary level of diligence pursuant to the nature of the Service.
7. Payment of the fee
7.1. The grounds and the manner of paying for the Services are provided on Unicount’s website under the description of Services.
7.2. The Client is obligated to pay according to the recurring Service scheduled payment notices. Recurring service payments charged directly from Client credit card or bank account are settled latest on the service expiry date before the start of the new 12 months Service period.
7.3. The Client is obligated to pay according to the recurring Service payment notices before the Service expiration.
7.4. Unicount has the right to unilaterally amend the fees for the Services. The Client is notified of the amendments of recurring Service’s fees 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 Unicount of not accepting the amendments within seven (7) working days. If the Client refuses to accept the amendments, both the Client and Unicount have the right to cancel the Contract of service, by giving one (1) calendar month advance notice by e-mail.
8. Term and cancellation of the Contract
8.1. The Contract is concluded without a termination date due to the nature of the Service. It is valid until cancellation of the Contract.
8.2. Unicount and the Client may ordinarily cancel the Contract by notifying of it via e-mail at least two (2) calendar months in advance.
8.3. Unicount 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 during the course of the Service to a third party;
– the Client company shareholders, benefifical owners and/or board members change during the course of the Service to include persons listed in article 2.9;
– Unicount has reason to believe that the Client is committing a breach of money laundering prevention rules or engages in other illegal or immoral activities;
– the Client’s representative’s Estonian e-resident digital identity card or its certificates are terminated;
– the Client does not pay according to the recurring service payment notices;
– the Client breaches terms of the Contract and has not remedied the breach within a reasonable time determined by Unicount;
– the Client has provided incorrect data or failed to notify of changed company details or contact details;
– 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 Unicount or a third party about temporary or permanent insolvency problems;
– the Client has not submitted data required by Unicount or has submitted false data;
– the Client fails to provide Unicount with data required for complying with the Money Laundering and Terrorism Financing Prevention Act;
– the nature of the business of the Client would make Unicount unable to comply with the legal regulations with respect to providing the Services;
– the Client has damaged Unicount’s reputation with its activity.
8.4. Upon the cancellation of the Contract the amounts paid to Unicount by the Client are not to be returned or set off.
8.5. If the Client is a consumer, then the 14-day right of withdrawal does not apply to the Services, because the Services provided by Unicount have individual characteristics and depend on the Client’s preferences.
9. Processing personal data
9.1. Unicount collects and processes the following personal data of the Client’s representative: name, the personal identification code, e-mail address, telephone number, place of residence, citizenship and a copy of personal identification document.
9.2. Unicount uses and processes the Client’s representative’s personal data only for performing the obligations arising from the Contract and the law. Unicount does not forward personal data to third parties for commercial purposes. Unicount has the right to forward personal data to:
– the authorities for complying with the obligations arising from the law and
– the third-party service providers working with Unicount to the extent necessary for performing the Services to the Client under these Terms.
9.3. Due to the Money Laundering and Terrorism Financing Prevention Act, Unicount must keep data and documents of the Client after termination of the Contract for the period established by law.
9.4. By ordering Services from Unicount’s website you agree to the processing of your personal data in compliance with these Terms.
10.1. Unicount and the Client are obligated not to disclose commercial or other information to third parties, which has become known to the parties during the validity of the Contract and the disclosure of which may damage the parties’ interests.
10.2. Unicount keeps commercial information received from the Client confidential but may forward the data to the authorities without approval of the Client in order to comply with the disclosure obligation arising from law.
11.1. Unicount is liable for direct damages if damage is caused intentionally or due to gross negligence.
11.2. Unicount is not liable for indirect damage (incl. loss of profit) caused to the Client due to breach of the Contract. Unicount shall not compensate damages due to gross negligence in case liability insurance does not compensate such damages to Unicount. Unicount is not liable for damages caused due to negligence.
11.3. The limitation period for submission of claims due to gross negligence against Unicount shall be six calendar months from performance of the act or occurrence of the event which caused the damage.
11.4. Unicount’s total liability is limited to the amount provided in special terms of respective services (see 3.7 and 4.6 of these Terms).
11.5. If the Client’s activity brings about a claim against Unicount (for example legal assistance) or liability before third parties in relation to a breach of the Contract by the Client, the Client is obligated to compensate Unicount for all expenses and losses borne in relation to it.
11.6. The limitation period of the claims filed by the Client against Unicount is six (6) calendar months from the arising of the respective claim.
12. Dispute resolution
12.1. Disputes are resolved by way of negotiations. Upon not reaching an agreement the dispute is resolved in Harju County Court.
12.2 The law applicable to the Contract is the law of Republic of Estonia.
13. Trademark notice
“Unicount” and the Unicount logo are registered trademarks of Unicount.
Last updated 28 September 2020