General Conditions of Client Agreements of Blue Unicoin OÜ, applicable as from 1 December 2020. It will be assumed that you have read all of these conditions before you apply for any services from Blue Unicoin OÜ.
Ordering services you accept these terms according to the Estonian Law of Obligations Act section 20 subsection 1. If you do not accept them, do not apply for any services.
1.1. “BU“ means Blue Unicoin OÜ (Registered in the Republic of Estonia No. 14405433, hereinafter BU) includes its agents and assignees.
1.2. “BU representative” means any individual nominated by BU who may from time to time be appointed as director, officer or the employee.
1.3. “Entity” means a legal entity or structure established and / or administered by BU at the request of the Clients (as hereinafter defined).
1.4. “Services” means the provision by BU of management, administration, compliance, legal and / or other services provided by BU to maintain the Entity in good standing.
1.5. “Clients” means the beneficial owner or owners of the Entity which expression shall in the case of individuals include their heirs, personal representatives and assignees and shall in the case of more than one person mean such persons jointly and severally and shall include the survivor or survivors of them and their respective heirs, personal representatives and assignees. The Client is also any person, group of persons or a legal entity who inquire us for a service or legal advice.
1.6. “Managing Agent” means a person who may in writing be authorised by the Clients to issue requests or instructions to BU to accept service of any notice from time to time issued by BU relating to the Entity.
1.7. “Terms of Business” means these Terms of Business or such other new Terms of Business as may from time to time be published on BU’s website (www.amlcompliance.eu) and shall be deemed to include such other conditions which BU may from time to time advise to the Clients or the Clients’ Appointees or publish on its website. These Terms of Business apply to all BU Clients and Clients’ Appointees.
1.8. A „Legal advise and consulting service“ is any service ordered by a Client from BU and the purpose of which is to obtain appropiriate legal advice or to bring the company’s activities into compliance with the applicable law.
1.9. Engagement is concluding a service contract based on a request submitted by the Client and an offer prepared by BU.
2.1. BU shall be entitled to assume that the Clients have taken all appropriate legal advice in their own country as to the effect of any service supplied by BU. BU shall not be responsible for the consequences of the Clients’ failure to take appropriate advice in their own country and any other relevant country. BU is only responsible for ensuring that its services comply with Estonian law when used in the manner recommended by BU.
2.2. Presentational and reference material supplied by BU is to give a general overview and is not intended to be relied on as professional advice. It is necessary to generalise in order to give a broad view in limited space, so these materials should not be relied on as complete or accurate, nor should they be assumed to be up-to-date.
2.3. Changes in Estonian laws may occur from time to time and BU cannot be held responsible for changes in laws which are outside the control of BU. BU will where possible make every effort to inform Clients of any changes.
2.4. Although BU may offer individual advice about the use of its services, this advice will be based on the information expressly provided by the Clients and will be subject to the Clients obtaining confirmation from legal advisers in the appropriate countries. BU does not accept responsibility for vetting information provided to it by or on behalf of the Clients unless it expressly undertakes to do so and charges for that service.
3.1. “Illegal Activities” means any activity designated anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to include activities relating to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities or trading with countries which may from time to time be subject to any embargo imposed by the Security Council of the United Nations or the European Union or similar international organisation.
3.2. “Prohibited Persons” means persons:
3.2.1. prohibited under the laws of any country for whatsoever reason or who may otherwise be legally incapable or disqualified from being party to a contract;
3.2.2. who are undischarged bankrupts or are otherwise disqualified from acting as a director or company officer or who have been imprisoned or found guilty of any criminal offence;
3.2.3. who have been proven to act in a fraudulent or dishonest manner in any civil proceedings;
3.2.4. who are resident in a country which is subject to any international restriction or embargo including, but without prejudice to the generality of the foregoing, those imposed by the Security Council of the United Nations, the European Union or similar organization;
3.2.5. who are government officials or politicians.
3.3. “Prohibited Activities” means activities not approved or accepted by BU and which, without prejudice to the generality of the foregoing, include activities relating to:
3.3.1. arms, weapons or munitions;
3.3.2. mercenary or contract soldiering;
3.3.3. security and riot control equipment such as stun guns, electronic restraining devices, CS gas or other similar materials, pepper sprays or any other device that could lead to the abuse of human rights or be utilised for torture or which may otherwise be used in an offensive manner;
3.3.4. technical surveillance or bugging equipment and industrial espionage;
3.3.5. dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery to manufacture or handle such materials and the transportation, handling, disposal or dumping of such materials;
3.3.6. human or animal organs, including blood and plasma;
3.3.7. the abuse of animals, vivisection or the use for any scientific or product testing purpose of animals;
3.3.8. genetic material;
3.3.9. adoption agencies, including surrogate motherhood;
3.3.10. the abuse of refugees or human rights;
3.3.12. drug paraphernalia;
3.3.13. the provision of degrees or qualifications;
3.3.14. the provision of credit cards; 3.3.15. pyramid sales;
3.3.16. the offer or provision of legal or tax advice otherwise than by persons who are not professionally qualified and, where appropriate, licensed so to do;
3.3.17. the provision of services relating to the administration or management of companies or the undertaking of any service or business that might compete with BU;
3.3.18. trading or other activities relating to futures or other derivatives or financial instruments that create an open or unlimited exposure;
3.3.19. any activity which may damage the reputation of BU or the country of incorporation of the Entity.
3.4. “Pre- Approval Required Activities” means:
3.4.1. financial business involving – soliciting funds from the public, offering investment advice to the public, insurance business, the operation and administration of collective investment schemes or the management of investments other than where the assets so managed comprise the property of the Entity;
3.4.2. any activity relating to the provision of financial services or any other business activity which requires a license in any jurisdiction;
3.4.3. time share and holiday clubs;
3.4.4. advertising an Entity or any address belonging to BU by any means (including the Internet);
3.4.5. accepting payment over the Internet for products or services;
3.4.6. trading in high-risk products or services, or products or services which may be associated with fraud such as alcohol, cigarettes, tobacco, fine art, the provision of telephone and mobile telephony services (including call back numbers and trading in mobile telephones or SIM cards) and computer chips;
3.4.7. utilizing merchant numbers for processing credit card orders;
3.4.8. gambling or lotteries;
3.4.9. mail or telephone order schemes.
3.5. If any Clients or the Clients’ Appointees are or become Prohibited Persons, or engage in any Illegal Activities or the Entity engages in any Illegal Activities or Prohibited Activities or undertake any Pre-Approval Required Activities without first obtaining BU’s prior written consent, BU may at its discretion immediately terminate the Services.
4.1. The Clients undertake, warrant and covenant with BU that:
4.1.1. they have full legal capacity to enter into an agreement with BU in accordance with the Terms of Business and to acquire the Entity and to receive the Services;
4.1.3. they are not and will not act in a fiduciary capacity for any other person, company or corporation in relation to the Entity.
4.2. The Clients undertake and warrant with BU that they:
4.2.1. will comply with the Terms of Business;
4.2.2. procure that those appointed as Clients’ Appoint