General Terms and Conditions
The legal agreements set out below are between you and E-Advisors PLC. Please read and accept the following Terms and Conditions as they affect your use of the Website, any information contained therein and/or shared on our social media pages, and any products and services available from or through https://shop.incorporate.ee (the “Website”). These Terms and Conditions cover any use of the Website as a guest or registered customer.
1. Information about us
https://shop.incorporate.ee is a website operated by E-Advisors PLC, registered in Estonia under company number 12729404, and its registered office is situated at Pärnu mnt 139e/2, Tallinn, Estonia. The services are provided by E-Advisors PLC.
2.1. “General Terms and Conditions” means these Terms and Conditions.
2.2. “Specific Terms and Conditions” means the Specific Terms and Conditions tailored to cover any product or service that you may purchase from E-Advisors PLC through the Website, and which take priority over these General Terms and Conditions to the extent of any conflict between them.
2.3. “Web site” “Website” or “Site” means the Website you were browsing when you clicked on a link to these General and Special Terms and Conditions, including all subsidiary pages.
2.4. “we”, “us”, “our” and “ourselves” refers to E-Advisors PLC.
3. Use of the Website
3.1. By accessing https://shop.incorporate.ee and all subsidiary web pages within the site, you agree to these General Terms and Conditions in full, together with any additional or specific terms and conditions we may draw to your attention prior to your purchasing any products or services from or via this Website.
3.2. All material on the Website and our social media pages is provided for information purposes only and does not constitute legal, accounting or professional advice of any other kind; therefore, it cannot and should not be relied upon as such. If you require any professional advice or services, we recommend you consult a qualified party before acting in reliance on any of the information, or purchasing any of the products or services, available on or from this Website.
4. Links to third-party websites and services
4.1. The Website and some of our blog articles may contain links, buttons and banners that redirect you to third-party resources and websites that may be of interest (the “Linked Website”). The inclusion of any link does not mean we endorse the site or have any association with its operators, nor should the inclusion of any link be viewed as an encouragement to purchase or use any third-party products or services – we provide these links to you for information purposes and convenience only.
4.2. Linked Websites are not under our control and we are not responsible for the contents of any Linked Website including, without limitation, any link contained in a Linked Website, or any changes or updates to a Linked Website. We do not accept responsibility or liability for the privacy of your personal information on any Linked Website, and we are not responsible for webcasting or any other form of transmission received from any Linked Website.
4.3. These General Terms and Conditions do not cover your interaction with Linked Websites; therefore, you should carefully review the Terms and Conditions and privacy policies of any third party sites you visit. Your use of any linked Website is at your own risk.
4.4. Certain services made available via the Website are delivered by third parties. By using any product, service or functionality originating from the Website domain, you acknowledge and consent that we may share such information and data with any third party with whom we have a contractual relationship to provide the requested product, service or functionality for the Website’s users and customers.
5. Updates and changes to the Website
5.1. We aim to update the Website regularly but we cannot guarantee that information will be accurate, complete and current at all times. We may update this information when necessary, and all information on the Website is subject to such modification from time to time without notice; however, we make no representations, warranties or undertakings of whatever nature about the information, content or materials provided on the Website. This includes, without limitation, the quality, accuracy, completeness and reliability of the information.
5.2. We will use reasonable efforts to keep the Website available to you but it is subject to on-going updates and improvements, and we reserve the right to change or remove (temporarily or permanently) the Website, or any part of it, without prior notice. By accepting these Terms and Conditions, you confirm that we shall not be liable to you for any such changes or removals that may take place.
5.3. Changes to these General Terms and Conditions and the Specific Terms and Conditions may be made at any time. Your use of the Website and the purchase of products or services are also subject to any such changes. You accept personal responsibility to check if any changes have been made to the General Terms and Conditions or relevant Specific Terms and Conditions every time you visit the Website or purchase products or services from us.
6. Exclusion of liability to you from the use of the Website
6.1. The Website is provided on an “AS IS” and “AS AVAILABLE” basis without any representation or endorsement made, and without warranty of any kind – whether expressed or implied – including, but not limited to, the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
6.2. Any and all liability to you that may arise from your access to, and use of, the Website – whether due to negligence, breach of duty or otherwise – is excluded to the maximum extent permitted by law.
6.3. No warranty is given that the functionality of the Website will be uninterrupted or error free, that defects will be corrected, or that the Website – or server that makes it available – are free of viruses or anything else which may be harmful or destructive.
6.4. We are not responsible for the content of other Websites that link to or from this Website. Links to other sites are provided simply for your information and do not imply that we approve of those sites or their content.
6.5. Nothing in these General Terms and Conditions shall be construed so as to exclude or limit the liability of ourselves for death or personal injury as a result of our negligence or that of its employees or agents. For the avoidance of doubt, this clause shall apply also to the Specific Terms and conditions below.
7. Intellectual Property – copyright and trade marks
7.1. All text, templates, images, information and layouts – other than those supplied by third parties – are the property of E-Advisors PLC.
7.2. You are permitted to view, copy and print extracts from this website for your own personal use; however, all rights, intellectual or otherwise, will remain with E-Advisors PLC and do not pass to you. Should you wish to use content of the Website for any other purpose, please contact us.
7.3. The copyright of all other materials not belonging to E-Advisors PLC that may feature on this Website – including their design, layout, text, graphics, photographs, and the source code and software – belongs to their respective owners.
7.4. Registered and unregistered trade marks, logo designs, registered company names and other such forms of IP are also the property of their respective owners.
7.5. You are not permitted to sell or re-sell anything available from the Website, other than to the extent expressly permitted in accordance with any product or service purchased by you from the Website, where such permission is either expressly granted or in a circumstance in which it is a necessary attribute of the product or service concerned.
8. Force Majeure
8.1. In connection with the supply of any goods or services ordered by you through the Website, we shall not be liable for any delay or failure to perform any of our obligations if the delay or failure results from events or circumstances outside our reasonable control. Such circumstances include – though are not limited to – strikes, lock outs, accidents, war, acts of terrorism, fire, or failure of any communications, telecommunications or computer system. We shall be entitled to a reasonable extension of our obligations to you (to the extent we owe any such obligations) should a Force Majeure event occur.
8.2. If a Force Majeure event to which this clause applies does occur, we agree to notify you as soon as practicable. If the Force Majeure event continues for more than 14 days, either party shall have the right to cancel the agreement. Where services have been paid for in advance but have not been rendered, you will be entitled to a full refund from the date of cancellation for all such services.
9. Your privacy and data protection
9.1. We respect your confidentiality and take the protection of your personal data very seriously. Therefore we shall not sell or make your data available to any third party without your prior consent.
9.2. You may alter or update any personal information provided to us as part of registration on the Website at any time.
10. Terminating the use of the Website
We reserve the right to withdraw or suspend your right to access or use the Website at any time without prior notice and without disclosing our reason for doing so.
No waiver by us (whether express or implied) in enforcing any of our rights shall prejudice our right to enforce such rights in the future.
12.1. If any provision of these General Terms and Conditions is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed, and the validity and enforceability of the remaining provisions shall not be affected.
12.2. In the event of there being any conflict between these General Terms and Conditions and the Specific Terms and Conditions that apply specifically to the purchase of certain goods or services through this Website, the Specific terms and Conditions shall prevail.
13.1. This clause applies where these General Terms and Conditions or the Specific Terms and Conditions provide expressly or by implication for the service of notices.
13.2. Any notice required to be given under our agreement with you or in connection with the matters contemplated by it shall, except where otherwise specifically provided, be written in the English language.
13.3. Any such notice shall be addressed to the usual business address of the other party and may be personally delivered, sent by courier or by electronic mail.
14. Governing law and Jurisdiction
14.1. Your use of the Website and the purchase of any products or services from it are governed in accordance with the laws of Estonia.
14.2. The Estonian courts shall have exclusive jurisdiction over any dispute or difference whatsoever arising out of or in connection with your use of the web site or the purchase of any products or services from it.
Specific Terms and Conditions
These Specific Terms and Conditions are applicable to transactions made through the website at https://shop.incorporate.ee and any subsidiary pages (the “Website”). They must be read and agreed to in full, together with the General Terms and Conditions above, which apply to any agreement between E-Advisors PLC and to your use of the Website in general.
1. Ordering our products and services
1.1. You are presented with a range of choices during the ordering process. It is your responsibility to ensure you read and fully understand these choices before proceeding with any purchase. Should you have any queries regarding our products and/or services, or any aspect of your order, we strongly recommend that you contact us during our usual business hours prior to proceeding with any purchase.
1.2. Whilst we endeavour to provide a prompt response to your enquiry, we cannot guarantee to do so in every instance. It therefore remains your responsibility to elicit further information from us regarding the product you intend to order before the order is placed.
1.3. All orders that you place through the Website are deemed to be an offer by you to purchase the products and/or services that we supply, subject to these Specific Terms and Conditions and our acceptance of the order. We may choose to reject any order without disclosing our reason for doing so.
1.4. We only provide services on the basis that you have given us full and proper instructions and the authority to lawfully carry out those instructions. You undertake to ensure the accuracy and completeness of the information you provide for us, and you accept all liability for the rejection of any services or documents due to inaccuracies or incompleteness.
2. Incorporation process
2.1. By purchasing a company formation service from the Website, you are granting us the right to register an Estonian private limited company at the Commercial Register.
2.2. All the companies are established by our corporate advisor. There are several options for establishing a company.
1) In case you have Estonian e-residency card, we will be able to establish the company remotely and directly on your name by electronic filing request to the Commercial Register.
2) In case you do not have the e-residency card, we are able to establish the company on our corporate advisor name and transfer the control over the company to you at the time of your visit to Estonia or on the basis of a power of attorney on your behalf. In both cases, the transfer of shares will be done at the notary office.
3) We establish the company during your visit to Estonia in the notary office. We will prepare all the paperwork, schedule meeting with the notary.
4) We establish the company directly on your name via power of attorney at the notary office.
2.3. In order to execute the share transfer or incorporation remotely we will prepare a special Power of Attorney for you (additional cost EUR 200 applies, excl VAT if applicable). You are required to obtain a notarial and/or apostilled certification for the proxy and send it to us by courier.
2.4. Please note that in order to comply with client due diligence measures determined by Estonian Money Laundering and Terrorist Financing Prevention Act we ask you to provide proof of identity, utility bill and bank reference letter (applies to non-EU clients only) prior the start of incorporation process. We will complete the process after we have received all required know-your-client documents, state fee and full payment for the service.
2.5. The company formation can be proceeded generally in one working day. The actual timeframe of completed incorporation will mostly depend on whether we have received the complete information from you. After the petition to enter company to the register is submitted, the commercial register has the right to make the entry within five working days
2.6. After incorporation of a company you will receive digital copy of simple registry extract (B- card) in English (equivalent of the Certificate of Incorporation)
3. have a right to order primary incorporation documents, notarized and apostilled as an additional service. The primary set of incorporation documents include extended registry extract and Articles of Association (translated into English by sworn translator). An electronic system manages the database of the commercial register and all information is accessible and can be found through a web portal. Thus, we do not provide hard copies of the constitutive documents. Printouts from the register (notarized and apostilled) are available upon request as an additional service.
3. Limitation of liability
3.1. We do not accept any liability of whatever nature for errors or omission in the company formation information you submit through the Website, or for any such company formation application which is subsequently rejected by the commercial register.
3.2. We do not accept any liability should your company be removed from the commercial register for any reason that is not within our control, or following the cancellation or expiry of the services you are agreeing to take under this agreement should your company fail to meet its statutory requirements following our actions to file the requisite forms to notify the termination of such services.
3.3. It is your responsibility to provide initial analysis that any company name you choose is available for registration and can be lawfully used by you. We accept no liability for your choice of name or any problems which may arise due to your choice of company name.
4. Optional additional products and services
4.1. In addition to the formation of the company and the company documents described above, you may optionally order additional products and/or services through the Website, depending upon the incorporation package you choose. These include, but are not limited to, the following:
4.1.1. call answering service;
4.1.2. EORI number registration
4.2. These products and services may be added to your service package prior to incorporation.
5. Registered address services
5.1. When you purchase an address service from us, you are authorising us to receive, sort and forward mail on your behalf.
5.2. We are not responsible for any mail that fails to be delivered to our offices, nor are we liable for mail after it has been handed to postal service provider or courier for delivery to your preferred forwarding address.
5.3. If payment for renewal of a registered address service has not been made on the due date, you will be deemed irrevocably to have authorised us to change, with immediate effect, your registered address to your residential address or any other address you have previously provided us. This new address information will be registered with the commercial register and displayed on public record. Please note that the client is obligated to cover all costs associated with changing the Registry data.
5.4. We reserve the right to cancel an address service with immediate effect should we believe there is a palpable risk to our reputation and/or business.
6. Bank account
6.1. At present, it’s still necessary to travel to Estonia in order to apply in person for an Estonian business bank account. The banks each have their own criteria for deciding which businesses are likely to have their applications for an account approved or rejected, but these criteria generally favour companies that have clear business goals and are perceived as trustworthy, particularly by demonstrating their commitment to compliance and accountancy.
6.2. Bank account referral fee is not a fee payable for a guaranteed bank account opening. The fee is payable for a professional service rendered by us during the introduction of a client to the bank. In particular, this service includes the provision of the bank account application forms and the assistance with their completion. The bank account referral service also includes the support and advice during the compilation of the client due diligence information for the bank.
6.3. Where you request a bank account through our bank account referral service, you confirm that you agree to your details being submitted on your behalf to the bank account supplier, and to being contacted directly by the bank account supplier for the purposes of fulfilling the bank account request.
6.4. Where you request a bank account through our bank account referral service on behalf of a third party for whom you are making a company formation application, you confirm that the third party has agreed to their details being submitted on their behalf to the bank account supplier and to being contacted directly by the bank account supplier for the purposes of fulfilling the bank account request.
6.5. The business bank accounts are opened and provided by the banks and subject to the terms and conditions as set forth by the banks at the time of account opening.
6.6. All business bank accounts are subject to the applicants’ status; therefore, we cannot guarantee that an account will be provided.
6.7. If your account is not opened by the authorising bank, you will be unable to claim refund for a bank account referral service.
7. VAT registration service
7.1. A company is generally required to register with the Tax and Customs Board as a VAT payer if the taxable annual turnover exceeds EUR 40,000. The tax authority shall register a company as a taxable person as at the date the registration obligation arose, within three working days as of the receipt of the application.
7.2. If the registration obligation has not yet arisen (turnover is less than EUR 40,000 per calendar year) one may submit an application for registration voluntarily. In order to be registered, the company must maintain proof of the fact that it is engaged in business in Estonia or is about to commence business in Estonia (business plan, business partners, agreements etc.).
7.3. The fee for VAT registration service includes the preparation of the VAT application form based on your input and the assistance with its submission. VAT registration related analysis is available for an additional fee.
7.4. The Tax and Customs Board has the right to reject any application if the process is not satisfactory, hence we require the payment of the fee in advance and the fee is not refundable under this circumstance.
7.5. Please also note that by requesting VAT registration service, the arrangement with our firm for accounting services is mandatory
8. Accounting services
8.1. Upon and subject to the terms and conditions set forth herein, we shall provide to the client the following accounting services:
8.1.1. registering clients accounting documents using an offline accounting program and a standard chart of accounts for clients accounting entries.
8.1.2. Documents recorded to accounting journal on a monthly basis up to 20 accounting entries for packages “Digital Nomad” and “Business Pro”. One accounting document is registered as 2 accounting entries (or more depending on the nature of the document). In case the number exceeds the above-mentioned limits, the nominal price of 0.68 EUR (excl. of VAT, if applicable) for an accounting entry is applicable.
8.1.3. Documents for accounting purposes are:
220.127.116.11. purchase invoices
18.104.22.168. sales invoices
22.214.171.124. cash or card payment documents
126.96.36.199. transactions with securities
188.8.131.52. loan agreements
184.108.40.206. payroll calculation documents
220.127.116.11. bank statement
8.1.4. the report of accounts receivable and accounts payable of a client will be issued only upon the clients request and by quarterly basis. A client is responsible for checking the list report of accounts receivable and accounts payable on a regular basis and for informing the accountant of possible changes in the report and also providing the documents that the changes are based on.
8.1.5. administration and maintenance of a client general ledger trial balance, balance sheet, income statement.
8.2. The services that are not included in the price and will be performed for extra fee:
8.2.1. administration and maintenance of client’s payroll, administration of the processing of payroll and calculation and reporting of applicable tax and other withholdings relating to client;
8.2.2. preparation of annual reporting requirements for client or statistical reports required from the client by the state;
8.2.3. VAT reports and VAT accounting. Please note that if a company is registered for VAT purposes, there is a need to compile and submit two (value added tax and corporate income tax) declarations every month, even when there is no turnover. As every declaration costs EUR 12 (excl. VAT, if applicable), the fee for two declarations EUR 24 (excl. VAT, if applicable) will be added to the monthly payment.
8.2.4. document preparations for bank payment;
8.2.5. other running accounting which includes internal reporting, double-checking of invoices or asking for missing invoices that have not been submitted by the client, accounting for fixed assets and leases;
8.2.6. Composing of accounting policies to be applied to the client’s books and records;
8.2.7. approval of invoices for payment and preparing payments;
8.2.8. preparation of budgets.
8.3. The services shall not include any of the following, each of which is the sole responsibility of the client:
8.3.1. negotiation of terms and conditions between the client and its suppliers, vendors and others, such as remittance due dates and discounts;
8.3.2. final review and approval of annual financial statements;
8.3.3. approval or certification of the authenticity of documents; by submitting the documents to us, an accountant will be considering the documents that are authentic and correct.
9. Services we do not provide prior to incorporation
9.1. Our products and services do not include any of the following in respect of any of the packages we offer for sale on our Website:
9.1.1. accountancy advisory services,
9.1.2. tax advice,
9.1.3. auditing of your books,
9.1.4. filing of an annual report or tax returns,
9.1.5. legal advice,
9.1.6. advice regarding the suitability or adequacy of any company you may purchase from us for your intended purposes,
9.1.7. any other services not expressly mentioned.
9.2. These products and services may be purchased after incorporation for an existing company.
9.3. We strongly recommend that you seek independent advice before registering a company through the Website. If you have not yet taken such advice, we would advise you do not proceed with any purchase until you have done so.
10. Price of goods and services
10.1. The price of any goods or service that you may purchase from us is set out under the option you select on the Website. Unless otherwise stated, all prices exclude VAT at the prevailing rate on the date of purchase.
10.2. The total purchase price, including VAT (if any), will be displayed in your shopping cart prior to your confirming the order. Should it be determined that the client is obligated to pay VAT, the client is obligated to renew his/her order to include the VAT and cover the costs of unpaid VAT. The clients failure to renew the order in the timeframe set forth by us, may result in termination of the services and contractual penalty listed in paragraph 11.2.
10.3. We reserve the right to update the prices on the Website and to update, amend, or withdraw the products and services that we offer. Our clients are notified of the amendments to the prices on the Website at least 30 (thirty) days or one calendar month in advance. The clients may refuse to accept the prices and cancel their subscription by providing us with the cancellation notice as soon as possible but no later than in 30 days or one calendar month since receiving the notification of the amendments to the fees. In the event of serious error, any transaction shall be voided by us, entitling the client to a full refund.
10.4. We shall not be liable to anyone for withdrawing or amending any of the products we sell, or for refusing or failing to process an order.
11. Continuous payment authorisation
11.1. Your acceptance of these Terms and Conditions means you are granting us continuous payment authority of the card used to purchase the original service (or an alternative one, if supplied), for the renewable services. Fees due will be processed on the card originally used to purchase the service (or an alternative, if supplied) on the date of expiry. Notice will always be given in advance of expiry date of our intention to take payment, and you will have the right to cancel the service.
11.2. In case if the client does not pay for ordered services for 2 consecutive months or decides to cancel the service, the client is required to pay a contractual penalty of EUR 250.
12. Customer complaints
12.1. In the event you are unsatisfied with the service you have received and you have not been able to reach a resolution via our customer service and support team, you can make a formal complaint by writing to the following address and including your order number and details of the outstanding complaint: E-Advisors PLC, Pärnu mnt 158,11317 Tallinn, Estonia.
12.2. We will acknowledge your complaint within three working days. An investigation will be carried out into the issues raised and a full response will be provided within ten working days. Where the issue is particularly complex, it may take longer to respond. If this is likely, we will provide information on the action which will be taken and advise when you can expect a full response.