Terms of Service
This website is administered by Unicount OÜ, registry code 14614272, registered office address in Estonia, Tallinn, Veskiposti 2-1002, postcode 10138 (hereinafter Unicount), email support@unicount.eu.
1. Services
1.1. Unicount offers a company formation, virtual office and accounting services in Estonia (hereinafter Service or Services). Descriptions of the Services are provided on the websites www.unicount.eu and www.app.unicount.eu (hereinafter Website).
1.2. To have a user account with Unicount a limited company registration process must be completed with the Estonian Business Register. There is no possibility of using Unicount Services as a natural person or sole trader through a user account that does not belong to a legal entity registered in the Estonian Business Register.
1.3. By ordering Services from Unicount’s Website you agree to Unicount terms of service (hereinafter Terms).
2. Ordering the Services
2.1. Unicount Services can be ordered only via the Website by adult users having a valid and supported Estonian or European eIDAS digital identity with qualified electronic signature capacity.
2.2. The Services can be ordered by completing the online ordering process, confirming the Service order and completing a payment when required so by Unicount. To complete the order all the required data fields must be filled in.
2.3. Before the Client confirms the Service order the basis for calculating the fees for the Service is displayed and the Client is directed to the selected payment method.
2.4. The Service can be paid for by accepted payment cards and other payment methods when provided by third parties and displayed during the ordering process (hereinafter Service Providers). The payments are accepted in Euros only.
2.5. Unicount shall forward the personal data necessary for the execution of payments to Service providers (data processors Stripe Payments Europe, Ltd or AS Maksekeskus 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 the 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 the Business Register shall be liable for the 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 (https://www.fatf-gafi.org/en/topics/high-risk-and-other-monitored-jurisdictions.html)
– residents and citizens from the FATF monitored countries (https://www.fatf-gafi.org/en/topics/high-risk-and-other-monitored-jurisdictions.html)
2.10. Unicount can restrict the provision of Services to persons not mentioned in 2.9. based on risk assessments and internal policies based on its risk appetite.
2.11. 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 performed by the Registration department of Tartu County Court in accordance with the law of the Republic of Estonia.
3.2 Unicount enables the Client to register a company via the Estonian Centre of Registers and Information Systems (the government agency operating Business Register) application programme interface (hereinafter API) that prepares the application necessary for registering a company based on data provided by the Client.
3.3. Unicount is not responsible for the activity and decisions of the Estonian Centre of Registers and Information Systems or the Registration department of Tartu County Court when registering a company.
3.4. Unicount is not responsible for the technical faults, which are related to the functioning of the API.
3.5. Unicount is not obligated to translate procedural documents or correspondence provided by the 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.
3.6. 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.
3.7. If the Registration department of Tartu County Court 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.
3.8. 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 excluding the state fees, VAT and API fees.
3.9. The commencement of company formation services is dependent on whether the Client completed Unicount’s Know Your Client procedures and submitted requested Client Data (KYC) in accordance with the Money Laundering and Terrorism Financing Prevention Act and article 6.5. of these Terms.
4. Virtual office service
4.1. The commencement of virtual office and contact person services is dependent on whether the Client completed Unicount’s Know Your Client procedures and submitted requested Client Data (KYC) in accordance with the Money Laundering and Terrorism Financing Prevention Act and article 6.5. 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 and the access to the Client Dashboard is revoked.
4.3. The Client is obligated to change the registered office address and contact person in the Business Register and notify business partners of the change of the address on the day of the 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 thirty (30) days 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 the 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 in the Client Dashboard.
4.6. Unicount’s total liability for damages arising from providing virtual office service is limited to the amount, which equals the amount of the annual Service fee paid by the Client for providing virtual office service excluding VAT.
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 addressed to the Client company. Mail items addressed to private persons are not accepted.
5. Accounting services
5.1. Unicount shall perform the accounting of the Client’s economic activities in Estonia according to the source accounting documents and summary documents compiled based on source documents submitted by the Client. The organisation of accounting is construed by the Parties as the organisation of accounting in accordance with the current Estonian Accounting Act and other legal acts regulating accounting in the Republic of Estonia.
5.2. The Client is required to submit all the source documents required for the provision of the accounting services for the previous calendar month to Unicount by the eighth day of the following month at the latest. Among others, any documentary evidence and explanations which are necessary for the final provision of the accounting service are regarded as documents.
5.2.1 The data that is required for payroll accounting is required to be made available to Unicount five working days before payday.
5.2.2 The data that is required for submitting the income and social tax (TSD) tax declaration is required to be made available to Unicount by the fifth day of the month following the tax accrued calendar month.
5.2.3. The data that is required for the compilation of the annual report is required to be made available to Unicount at least 90 days before the submission deadline.
5.3. Unicount shall record transactions based on the documents and additional explanations submitted by the Client. Therefore, Unicount shall not be liable for the actual content of the economic transactions recorded or any mistakes in submitted tax declarations due to such transactions, unless the transaction was intentionally mistakenly recorded despite the Client’s explicit written explanations. Unicount shall also not be liable if the Client failed to comply with their obligation of notifying Unicount of the details of the economic transaction.
5.4. The Client is liable for the correctness of the data entered by their representatives into the accounting software (including pricing, stock records per number of items and amounts, inventories, etc.) and needs to ensure that the documents submitted to Unicount are properly formatted, their content is unambiguous and they are authentic; if translations are necessary, the Client shall pay for them.
5.5. Uncount shall archive received documents digitally in a format that can be reproduced in writing for the period required by law.
5.6. The Client has to provide Unicount with explanations that are required for the provision of the accounting services for Unicount to understand the content of documents or transactions, in such format that can be reproduced in writing or with a qualified electronic signature when required so by Unicount.
5.7. The Client is fully liable for the organisation of their accounting and reporting. Unicount does not have the right or obligation to participate in making decisions which fall under the competence of the Client’s management board or shareholders.
5.8. Unicount has the right to suspend the provision of the accounting services if the Client fails to properly perform their obligations.
5.9. Unicount has the right to postpone the deadlines for the performance of all their obligations (including the deadlines for the submission of tax declarations, annual reports, etc.) by the number of days the accounting service has been suspended due to circumstances caused by the Client.
5.10. Unicount has the right to postpone the deadlines for the performance of all their obligations (including the deadlines for the submission of tax returns, annual reports, etc.) by the number of days the Client is late with making available or submitting the Documents and data required for the provision of the Services. In this case, the date when the source document required for the last relevant operation or report is made available or when the information required for documentation is forwarded is deemed to be the date of submitting the missing information or Documents.
5.11. Unicount has the right to terminate the Contract without prior notice if Unicount has a reasonable suspicion that the Client is submitting false data or documents or trying to commit offences according to Estonian law. If the Contract is terminated under the conditions of this clause, Unicount has the right to demand immediate payment for the Services provided to the date Contract is terminated.
5.12. Unicount is not liable for any direct or indirect material or non-material damage which may be caused by the defects or insufficient functioning of used software, expired eID methods or revoked eID certificates that are necessary for Client to access Estonian public e-services.
5.13. Unicount is proprietarily liable for any direct intentional material damage caused to the Client, i.e. interest expenses determined by the Estonian Tax and Customs Board due to the fact that Unicount has unjustifiably failed to forward information concerning the calculated due tax payments to the Customer in a timely manner.
5.14. Among others, the Unicount is not liable for the occurrence of the damage indicated in clause 5.13 if:
5.14.1. the Client has submitted the source documents later than required for the timely declaration of taxes or has failed to adhere to the deadlines indicated in clause 5.2 of the Conditions and its sub-clauses;
5.14.2. the information submitted by the Client is incorrect, including if the Client has failed to check the supplier’s right to charge VAT on invoices;
5.14.3. the Client has failed to perform the obligations indicated in clause 7 of the Terms and its sub-clauses in time.
5.14.4. tax legislation cannot be interpreted in only one way and the Client has been notified of such circumstances.
5.15. Unicount or its subcontractors will maintain a professional civil liability insurance contract for at least 150,000 euros.
5.16. Unicount’s total liability for damages arising from providing accounting services is limited to the sum of twelve (12) average monthly fees paid by the Client excluding VAT, but not more than 150,000 euros. The average monthly fee is calculated on the basis of the invoices submitted by Unicount to the Client in the last six (6) months.
5.17. The commencement of accounting services is dependent on whether the Client successfully completed Unicount’s Know Your Client procedures and submitted requested Client Data (KYC) in accordance with the Money Laundering and Terrorism Financing Prevention Act and article 6.5. of these Terms.
6. The Client’s rights and obligations
6.1. The Client has the right to use the Services according to the Service description and fees provided on the Website and in these Terms.
6.2. 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.
6.3. The Client does not have the right to assign Contracts, resell the Services or give them to third parties to use.
6.4. The Client is obligated to inform Unicount no later than within seven (7) days of the changes in their company details or contact details.
6.5. 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 through the Client Dashboard in due time after ordering the Services.
7. Unicount’s rights and obligations
7.1. 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 Contracts;
– temporarily suspend providing the Service without prior notification, if it is for reasons independent of Unicount.
7.2. Unicount has the right to unilaterally amend these Terms. The valid Terms are published on the Website. The Clients subscribed to recurring services are notified of the amendments via Client Dashboard and e-mail at least thirty (30) days 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) days. If the Client refuses to accept the amendments, the Client has the right to cancel the Contract by giving thirty (30) days advance notice by Client Dashboard or e-mail.
7.3. Unicount undertakes to perform the Contracts 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.
8. Payment of the fees
8.1. The grounds and the manner of paying for the Services are provided on the Website.
8.2. The Client is obligated to pay according to the recurring Service scheduled payment notices. Recurring service payments charged directly from the Client’s payment card or bank account are settled at the latest on the service expiry date before the start of the new Service period.
8.3. The Client is obligated to pay according to the recurring Service payment notices before the Service expiration.
8.4. Unicount has the right to unilaterally amend the fees for the Services. The Client is notified of the amendments of recurring Service fees via e-mail and Client Dashboard at least one (30) days 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) 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 thirty (30) days advance notice by e-mail.
9. Term and cancellation of the Contract
9.1. The Contract is concluded without a termination date due to the nature of the Service. It is valid until cancellation of the Contract.
9.2. Unicount and the Client may ordinarily cancel the Contract by notifying of it via e-mail at least thirty (30) days in advance.
9.3. Unicount has the right to cancel the Contract extraordinarily without following the advance notice term in the following cases, whereas extraordinary cancellation shall result in discontinuation of the registered office address, contact person and other services provided to the Client:
– 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, beneficial owners and/or board members change during the course of the Service to include persons listed in articles 2.9 and 2.10;
– 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 or not renewed by competent authority;
– 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 Client Data (KYC) required for complying with the Money Laundering and Terrorism Financing Prevention Act within the indicated timeframe;
– 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.
9.4. Upon the cancellation of the Contract the amounts paid to Unicount by the Client are not to be returned or set off.
9.5. 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.
10. Processing personal data
10.1. Unicount collects and processes the following personal data of the Client’s representative: name, personal identification code, e-mail address, telephone number, place of residence, citizenship and a copy of personal identification document. Please read our Privacy Policy for further information.
10.2. 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;
– the third-party service providers for performing the required AML checks;
– the third-party service providers working with Unicount to the extent necessary for performing the Services to the Client under these Terms.
10.3. Due to the Money Laundering and Terrorism Financing Prevention Act, Unicount must keep data and documents of the Client after the termination of the Contract for the period established by law.
10.4. By ordering Services from Unicount’s website you agree to the processing of your personal data in compliance with these Terms.
10.5. The roles and responsibilities of personal data processing related to Unicount Services under these Terms of services are described in the Data Processing Addendum (DPA).
11. Confidentiality
11.1. 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. The information which is public at the moment of entry into the Contract or becomes public during the term of validity of the Contract without a breach of the Contract or which must be disclosed according to legislation or which the Party has obtained from a third party who has the right to disclose such information according to legislation is not regarded as confidential and no restrictions on disclosure are applied to it. In addition, the prohibition of disclosing confidential information does not apply to the auditors and legal advisors of the Parties.
11.2. Unicount keeps commercial information received from the Client confidential but may forward the data to the authorities without the approval of the Client to comply with the disclosure obligation arising from the law.
12. Liability
12.1. Unicount is liable for direct damages if the damage is caused intentionally or due to gross negligence.
12.2. 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.
12.3. The limitation period for submission of claims due to gross negligence against Unicount shall be six (6) calendar months from the performance of the act or occurrence of the event which caused the damage.
12.4. Unicount’s total liability is limited to the amount provided in special terms of respective services (see 3.7, 4.6 or 5.16 of these Terms).
12.5. 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.
12.6. The limitation period of the claims filed by the Client against Unicount is six (6) calendar months from the arising of the respective claim.
13. Dispute resolution
13.1. Disputes are resolved by way of negotiations. Upon not reaching an agreement the dispute is resolved in Harju County Court.
13.2 The law applicable to the Contract is the law of the Republic of Estonia.
14. Trademark notice
“Unicount” and the Unicount logo are registered trademarks of Unicount.
Any version of the Terms provided in languages other than English is considered a translation. In the event of a conflict between the two versions, the English version will prevail.
Last updated 09 December 2022
DATA PROCESSING ADDENDUM
This agreement regarding the processing of personal data (the ”Data Processing Agreement” or the ”DPA”) regulates Unicount’s (the ”Data Processor”) processing of personal data on behalf of the Client (the ”Data Controller”) upon providing Services in accordance with the Terms of Service agreed by the Parties (the ”Contract”).
This DPA is an inseparable part of the Contract between Unicount and the Client.
Legislation
1. The DPA specifies the obligations of the Data Processor and the Data Controller under the European Union and national applicable data protection and privacy legislation (the” Applicable Law”), including the Regulation (EU) 2016/679 (GDPR).
2. Purpose of the processing of personal data
2.1. The purpose of the processing under the Contract is the provision of the Services by the Data Processor in accordance with the Contract.
2.2. The Data Processor only performs processing activities that are necessary and relevant to perform the obligations in accordance with the Contract.
2.3. In connection with the Data Processor’s delivery of the Services to the Data Controller, the types of personal data processed (the ”Personal Data”) will be dependent on the specific Services ordered and the Controller’s activities during these Services. The non-exhaustive list of Personal Data types are:
– Client’s private customers’ and clients representatives’ Personal Data may be available to Data Processor during the Services
– Client’s employees’ contact details, communications to Data Processor, and any other employment relation related Personal Data made available by Data Controller
3. Instructions
3.1 The Data Processor may only act and process the Personal Data in accordance with the documented instruction from the Data Controller (the” Instruction”) unless required by law to act without such instruction.
3.2. The Instruction at the time of entering into this DPA is that the Data Processor may only process Personal Data with the purpose of delivering the Services in accordance with the Contract. Subject to the terms of this DPA and with the mutual agreement of the parties, the Data Controller may issue additional written instructions consistent with the terms of this DPA.
3.3. The Data Controller’s Instructions for the processing of Personal Data shall comply with Applicable Law. The Data Controller will have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which it was obtained.
3.4. The Data Processor will inform the Data Controller of any Instruction that it deems to be in violation of the Applicable Law and will not execute the instructions until they have been confirmed or modified.
4. Engagement of Sub-Processors
4.1. The Data Processor is given general authorization to engage third parties to process the Personal Data (“Sub-Processors”) without obtaining any further written, specific authorization from the Data Controller, provided that the processing is transferred to any category of Sub-Processors indicated in this DPA. The categories of the Sub-Processors may be amended by the Data Processor from time to time and the amendment will be notified to the Data Controller.
4.2. The following categories of Sub-Processors shall be used by the Data Processor for providing Services under the Contract:
– Accounting and legal service subcontractors
– Website Hosting
– Estonian X-road services
– eID trust service providers
– Estonian Business Register
– IT support
– Payment gateways
– CRM software
– Marketing software
– Accounting software
– KYC software
– Social media, advertising and analytics partners
4.3. If the Data Controller wishes to object to the new category of the Sub-Processor, the Data Controller shall give notice hereof in writing within ten (10) business days of receiving the notification from the Data Processor. The absence of any objections from the Data Controller shall be deemed consent to the new category of the Sub-Processor.
4.4. In the event the Data Controller objects to a Sub-Processor and the Data Processor cannot accommodate the Data Controller’s objection, the Data Controller may terminate the Contract by providing thirty (30) days written notice to the Data Processor.
5. The Data Processor’s obligations
5.1. The Data Processor shall ensure that its employees and the Sub-Processors treat all the Personal Data as strictly confidential information.
5.2. The Personal Data shall be processed based on the lawful Instructions of the Data Controller.
5.3. The Data Processor shall implement the appropriate technical and organizational measures as set out in the Applicable Law, including in accordance with GDPR article 32.
5.4. The Data Processor shall assist the Data Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Data Controller’s obligations under the Applicable Law.
5.5. The Data Processor shall give notice to the Data Controller if a breach occurs, that can lead to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to, the Personal Data processed on behalf of the Data Controller (a “Personal Data Breach”). Notice shall be given without undue delay, if possible, within 48h of learning about the Personal Data Breach.
5.6. The Data Processor makes available to the Data Controller information reasonably necessary to demonstrate compliance with the obligations laid down in this DPA and allow for and contribute to audits conducted by a qualified independent auditor. Parties will agree on the time of the audit, which may take place not more than once a year and the Data Processor shall have reasonable time to prepare the required information. Cost related to the audit shall be paid by the Data Controller. Any information retrieved during the audit shall be kept confidential by the Data Controller.
6. The Data Controller’s obligations
6.1. The Data Controller must ensure that the Personal Data is obtained from the data subjects and that it has a legal basis to process the Personal Data in compliance with the Applicable Law.
6.2. The Data Controller’s obligation is to ensure the rights of the data subjects, including informing the data subjects about processing under this DPA.
7. Rights of the data subjects
7.1. If the Data Controller receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and the correct and legitimate reply to such a request necessitates the Data Processor’s assistance, the Data Processor shall assist the Data Controller by providing the necessary information and documentation. The Data Processor shall be given reasonable time to assist the Data Controller with such requests in accordance with the Applicable Law.
7.2. If the Data Processor receives a request from a data subject for the exercise of the data subject’s rights under the Applicable Law and such request is related to the Personal Data of the Data Controller, the Data Processor must immediately forward the request to the Data Controller and must refrain from responding to the person directly.
8. Liability
The general liability regarding data controllers and processors is regulated by the Article 82 of GDPR. In addition to this, the contractual liability and limitation of liability of the Data Processor are set out in article 12 “Liability” of the Terms of Service.
9. Term
9.1. This DPA shall come into force from accepting the Terms of Service by the Client and will have the same duration and termination terms as the Contract.
9.2. Following expiration or termination of the Contract, the Data Processor will delete all Personal Data in its possession except to the extent the Data Processor is required by Applicable law to retain some or all of the Personal Data (in which case the Data Processor will archive the data and implement reasonable measures to prevent the Personal Data from any further processing). The terms of this DPA will continue to apply to such Personal Data.
Last updated 09 December 2022
