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. DEFINITIONS

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.

  1. CAUTIONS AND DISCLAIMERS

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.

  1. UNACCEPTABLE BUSINESS AND ACTIVITIES REQUIRING PRE-APPROVAL

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; 

3.3.11. pornography; 

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.

  1. WARRANTIES

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’ Appointees understand the legal duties and obligations created by the Terms of Business and shall, if so required by BU, procure that such persons enter into direct written agreements with BU agreeing to comply with the Terms of Business;

4.2.3. have taken appropriate tax and legal advice with regard to the establishment, acquisition and operation of the Entity;

4.2.4. agree that BU may (but shall not in any event be obliged to) rely on communications received from the Clients or the Clients’ Appointees in determining what steps BU is required to take in administering the Entity and providing the Services;

4.2.5. will pay, in full, any personal or corporate taxes that may become due as a result of the establishment and operations of the Entity.

  1. INDEMNITY

5.1. The Clients jointly and severally (for themselves and on behalf of the Clients’ Appointees) covenant with BU that they will at all times indemnify and keep BU indemnified:

5.1.1. against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatened against BU in connection with or arising from the acquisition or business activity of the Client or the provision of the Services;

5.1.2. in respect of anything done or omitted to be done by BU, provided that this provision shall have no application to any liability for death or personal injury arising from the negligence of BU or to any liability arising as a result of fraud on the part of BU;

5.1.3. in respect of any failure by BU to comply, wholly or partially, with any instruction or request made by the Clients or the Clients’ Appointees or any errors or incomplete instructions or requests received by BU;

5.1.4. in respect of any loss or damage arising from the use of facsimile or email, including the use of unencrypted email, failed or incomplete transmission, distortion and loss of privacy arising from viruses or otherwise;

5.1.5. in respect of any penalties, fines, fees or other liabilities incurred by the Clients and / or the Clients’ Appointees to the Services.

  1. NO LIABILITY FOR LOSS

6.1. BU expressly disclaims any liability to the Clients, the Clients’ Appointees, the Entity and any third parties associated with them for any damage or loss to any of them arising from the establishment, acquisition or operation of the Entity and / or the provision of the Services by or to the Clients, the Clients’ Appointees, the Entity or any other person.

      7. PROVISION OF THE SERVICES

7.1. The Client agrees to disclose to the BU all the required true information and draw the BU’s attention to all the circumstances that may be of relevance from the point of view of executing the Assignment. Where a deadline has been set to executing the Engagement, the Client is required to provide information no later than three (3) working days before the deadline of executing the Engagement.

7.2. Legal services are provided based on the information learned, making use, in the interests of the Client, of any and all means and ways that are not in conflict with the law or the professional ethics. Upon provision of legal services, BU act with the required level of professional care, but do not ensure the attainment of a specific result.

7.3. After the provision of legal services, BU are not required to correct the information or opinion given to the Client or correct the prepared documents due to the amendment or repeal of legislation, development of case-law or a change of any other circumstances.

7.4. The Client agrees to accept the Engagement executed by BU and inform the BU of required modifications without delay. If the Client fails to give a respective notice within ten (10) days after the Assignment has been executed, it is deemed that the BU has duly and properly provided the legal services.

7.5. At the Client’s request, the BU returns the Client’s original documents in its possession, provided that the BU does not exercise the right to withhold these. The documents are returned at the expense of the Client. If the documents cannot be returned, the BU retains the documents for a term of three (3) years following the termination of the Engagement unless otherwise provided by law.

  1. CLIENTS’ OBLIGATIONS

8.1. The Clients must give BU at least 60 days’ advance written notice of their intention to discontinue the Services.

8.2. The Clients must obtain BU’s written consent before seeking to change the beneficial ownership of the Entity or seeking to appoint new Clients’ Appointees. Any such applications must be accompanied by written details of such proposed changes or appointments as BU may require which shall, without prejudice to the generality of the foregoing, include an appropriately certified copy of the passport, proof of residential address and a detailed personal history of such persons and BU reserves the right to request further information and documentation concerning such proposed changes and to decline to accept such applications.

8.3. The Clients shall and shall procure that the Clients’ Appointees shall:

8.3.1. immediately inform BU of any matters which might affect the Entity and / or influence BU’s willingness or ability to provide, or continue to provide, the Services;
8.3.2. immediately inform BU of the nature of the activities and business of the Entity and seek IE’s prior written consent before making any material changes to those activities;
8.3.3. at all times pay to BU any sum due to BU including any fees, disbursements and expenses incurred by BU in connection with the Entity and / or in providing the Services (including fees charged by BU in relation to the provision of the Services).

  1. ADDITIONAL CLIENTS’ OBLIGATIONS WHEN BU PROVIDES BU REPRESENTATIVE

9.1. When BU provides BU Representative, the Clients must, at all times, keep the Entity in funds sufficient to discharge its liabilities as and when they become due and at the request of BU or the BU Representatieve pay to the Entity or BU on its behalf, such sums as may be required to enable the Entity to discharge, in full, any liabilities (including BU’s fees).

9.2. When BU provides BU Representative, the Clients shall and shall procure that the Clients’ Appointees shall:

9.2.1. immediately inform BU of any matters that might affect the Entity or any matter which is material to the management, business or affairs of the Entity;

9.2.2. at the written request of BU, immediately provide information to enable BU to prepare annual or other statutory returns, financial or other statements in relation to the Entity;

9.2.3. immediately provide BU without delay all contractual, financial or other information concerning any asset, transaction, trading activity or business of the Entity;

9.2.4. not without BU’s prior written consent seek to alienate, assign, sell, pledge or otherwise dispose of, charge or encumber any asset of the Entity, including any shares issued by the Entity. BU reserves the right to request further information concerning such proposals and to decline to accept such applications;

9.2.5. immediately advise BU in writing, of all legal proceedings, claims, demands made or threatened against the Entity or the BU Representative;

9.2.6. where the Clients or the Clients’ Appointees have been issued a power of attorney by the Entity they must:

9.2.6.1. act with the utmost good faith to the Entity, BU and the BU Representative;

9.2.6.2. keep and maintain and on demand deliver to BU accurate financial and business records;

9.2.6.3. immediately disclose to BU, in writing, information relating to the operation of the business of the Entity which might create a conflict of interest between them and the Entity and / or with BU or the BU Representative;

9.2.6.4. immediately inform BU, in writing, each time a power of attorney is exercised and provide written details of any acts undertaken.

9.3. When BU provides BU Representative, BU shall be entitled to take any steps which it may in its absolute discretion think fit to protect the interests and / or assets of the Entity and at the cost of the Clients or the Entity including the obtaining of professional advice as BU may consider necessary.

  1. REQUESTS AND INSTRUCTIONS

10.1. Subject to any written instruction to the contrary, BU shall be entitled (but not obliged) to act and rely upon any fax, email, telephone call or other communication, which seems to have been made by the Clients, the Clients’ Appointees or Managing Agent, as though it were an original instruction written and signed by the Clients, except only where BU has actual notice of forgery.

10.2. The Clients acknowledge that BU is bound by regulatory and other obligations under laws and regulations of the jurisdiction in which the Services are provided, the jurisdiction of incorporation or establishment of the Entity and / or the jurisdictions where the Entity undertakes business and agree that any action undertaken by BU or the BU Representative in order to comply with those laws or regulations shall not constitute a breach by BU or the BU Representative’s of their obligations hereunder.

10.3. BU shall not be required to take any action which it considers to be unlawful or improper or which it believes may be detrimental to it, the BU Representative, or the Entity.

10.4. Where permitted under the Terms of Business or if instructions are requested by BU from the Clients or the Clients’ Appointees and no instructions have been received by BU within 30 days of such a request being made, or where the urgency of the matter requires action within a shorter period, BU may immediately and with no liability to the Clients, the Clients’ Appointees or the Entity take no further action in relation to a particular matter or take other actions as they shall in their absolute discretion consider appropriate or as they may be advised.

10.5. The Clients irrevocably agree that, if the Entity is a limited liability company and the BU has provided BU Representatieve to that company, BU may, giving 30’s day notice, resigning all or any of the BU Representatieve from their current position in that company.

  1. PAYMENT OF FEES AND REFUND POLICY

11.1 Upon giving the first Engagement, the BU and the Client set out the form of the fee applicable to the Assignment in the Client Agreement (i.e. hourly fee, fixed fee or aggregated fee). Unless agreed otherwise in a form reproducible in writing, it is assumed that the Client pays for executing the Engagement on the basis of the BU’s effective price list whereby the minimum unit of calculation is fifteen (15) minutes. The fee is payable in cash. Value added tax at the rate in force in the Republic of Estonia is added to the prices set out in the price list. In addition, the Client compensates for all required costs that the BU has incurred directly in connection with executing the Engagement and the standard prices are set out in the BU’s price list which the BU submits to the Client without delay upon receiving a request.

11.2. If the Parties have agreed in the Engagement that the Client pays a fixed fee (i.e. aggregated fee), but the Client fails to settle (an) invoice(s) by the due date, the BU has the right to apply hourly rates in the pricelist effective at the time of invoicing to the entire Engagement or any part thereof.

11.3. If the Client terminates an aggregated or fixed fee-based Engagement before the Engagement have been fully executed or otherwise waives the completion of the Engagement, the BU has the right to apply the price list effective at the time of invoicing to the entire Engagement or any part thereof. In such an event the Client is required to pay at least 30% of the total aggregated fee or fixed fee.

11.4. The legal ownership of the Entity shall not pass to the Clients until payment in full of all fees, including government duties and taxes, has been received by IE. Annual services (e.g. nominal shareholder and/or director) are charged as of the date when the Entity is registered

11.5. Price offers are always approximate and based on the information given to the BU at the moment of giving the offer. Unless agreed otherwise, price offers cannot be considered fixed-fee offers. Third-party charges (e.g. government charges and external professional charges) are also subject to change without notice. The BU has the right to unilaterally change the price list, giving the Client reasonable advance notice of the change of the price list. If the Client does not accept the change, both Parties have the right to terminate the Client Agreement. The changing of the price list of the BU does not affect special agreements made with the Client.

11.6. No full refunds are given after an order has been processed and no full refunds will be made where BU has started, but ceases to provide the Services.

11.7. In case BU has not began to fulfill the Service and process the order, and the Client decides to cancel the Contract, a refund may be issued in case the Client notifies BU  of the request in 14 days since the Service was ordered. In such situations where BU deems that a refund is warranted, BU reserves the right to deduct reasonable amounts of the refund to cover the costs of relevant administration and other incidental costs already incurred.

11.8. BU will not provide Services until BU has received, in full, all fees and disbursements payable in relation to the provision of the Services.

11.9. BU reserves the right to terminate the Contract with the Client without a refund in case:

11.9.1. BU has not been able to fulfill the Service agreed within 3 (three) months since the Contract was signed due to the circumstances dependent on the Client.

11.9.2 .the Client has intentionally provided incomplete or incorrect information, or failed to provide information or documents requested by BU for the performance of the Service.

11.9.3. the Client fails to provide information and documents requested by BU for completing the KYC (know-your-customer) procedure within 2 (two) months since the Contract was signed or the Client does not review and update the documents gathered for KYC purposes in a timely manner.

11.9.4. the activities of the Client would make BU unable to comply with the legal regulations with regard to fulfilling the Service, or in case BU has provided the Client with specific instructions which are necessary for fulfilling the Service and the Client fails or refuses to act accordingly.

11.9.5. the Client with their operations or activities has damaged or will likely damage the reputation of BU or harms the client relations BU has formed with its other clients.

11.10. BU may request advance payment of all charges and expenses. Non-payment by the due date is a serious breach of the Terms of Business and BU may terminate services without notice and without prejudice to its rights, including the right to charge for work to date and work arising from termination.

11.11. Where any fees for Services remain unpaid for more than 10 days, BU may at its discretion immediately terminate the Services. In such circumstances, BU reserves the right to treat the Terms of Business as terminated without further obligation, saves as to any continuing covenant, obligation or undertaking given by the Clients or the Clients’ Appointees to BU.

11.12. Unless otherwise agreed in writing with the Clients, BU will not pay any interest on any monies held by BU on behalf of the Entity and / or the Clients and / or the Clients’ Appointees.

11.13. BU and its associated companies, BU Representatives and agents shall be entitled to retain any third-party commission or fee which is paid or may become payable to it notwithstanding that such commission or fee is payable as a direct or indirect result of BU providing the Services or otherwise in relation to the Entity.

11.14. Should BU cease to provide Services or should the Clients instruct BU that they no longer require the Entity, the Clients must pay to BU any fees or costs which may incur by BU in relation to the liquidation or transfer of the Entity (including BU’s minimum transfer or termination fee).

11.15. In the event that the Clients shall request BU to transfer the management or administration of the Entity or should BU request the Clients to transfer the management or administration of the Entity to another agent or corporate service provider, BU shall not be obliged to transfer the Entity until all outstanding fees (including government fees, duties, taxes and other third party disbursements together with BU’s transfer or termination fees) have been paid in full.

11.16. Where the Clients make part payment to BU of any fee note or invoice rendered by BU, BU  reserves the right to apply any charges and fees received in firstly discharging its professional fees and only thereafter in payment of any government fees, duties charges or taxes or other payments to third parties.

11.17. All fees or amounts quoted or estimated by BU (whether in published price lists or in individual communications or otherwise) are exclusive of Value Added Tax (VAT). Information as to VAT liability is available on request.

11.18. The BU invoices the Client for the performance of the Engagementt on a monthly basis or in accordance with the performance of the duties, tasks and functions given in the framework of the Engagementt. Unless otherwise agreed, invoices are due in ten (7) calendar days. If the Client fails to make a payment by the due date, the Client is required to pay late interest at the rate of 0.2% of the overdue sum per each day of delay. The BU has the right to unilaterally suspend the provision of legal services for a time during which an invoice payable by the Client is overdue until the invoice has been paid. The BU also has the right to withhold documents prepared at the Client’s request until the Client has paid the invoice in full.

11.19. The Client compensates the BU for any and all additional costs that the BU incurs in connection with the recovery of overdue sums payable by the Client.

11.20. All documents to the government agencies must be submitted in Estonian. The Clients are obliged to reimburse all costs in relation to delivery of official documents to and from the government agencies in accordance with § 631 of the Commercial Code (i.e. courier, notarization, translation etc.). BU has a right to add 10% handling fee to the third party costs. The minimum handling fee is 20 euros. 

11.21. BU may at any time determine that the fees for the provision of Services be payable to the accounts of BU or to the accounts of a third party. In the event the fees are to be paid to a third party, BU will provide the necessary payment instructions and requisites to the Client for executing the payment. Payment of the fees by the Client for the provision of Services by BU to the accounts of a third party shall be deemed received by BU and the Client’s payment obligation fulfilled upon the receipt of the payment on the accounts of the third party.

11.22. An invoice is sent to the Client electronically, without a physical signature, to the e-mail address specified in the Agreement. The BU may delegate the invoicing of the Client to a professional service provider, thereby ensuring the proper maintenance of professional secrets entrusted with the BU by the Client.

11.23. If the Client delays payment of any invoice (incl. Advance payment invoice) issued by BU, BU has the right to refuse to accept the Service, suspend the execution of the Service and / or cancel the Contract as a whole without a warning in advance and without the refund. BU also has the right to keep the documents (including original documents provided by the Client) collected and prepared in the course of execution of the Service until the Client has paid the full amount of the debt and assign the claims against the Client to the collection company for collection or to turn to the court for collection of the debt. In this case, the Client will bear all expenses incurred in collecting the debt.

  1. ELECTRONIC COMMUNICATION AND IT SYSTEMS

12.1. The Client consents to the exchange of information in an electronically unencrypted form over the Internet. The Client warrants and represents that the Client is aware of the risks that arise from the transmission of unencrypted electronic mail and the information contained therein: messages may be lost, confidential and personal information may be willingly or unwillingly altered, stolen or disclosed or transmitted to third parties. The BU is not liable for damage caused to the Client or third parties in the event of manifestation of such risks. Where the Client considers it necessary to encrypt information, the BU should be informed thereof upon conclusion of the Engagement and the Parties agree on the relevant solution for the exchange of information.

12.2. The BU uses ordinary information technology systems (including electronic communication, time calculation, customer management and records management systems) that contain information on the BU’s clients, the legal services rendered to them and the related documents.

  1. CONFIDENTIALITY AND DATA PROTECTION

13.1. BU undertakes to the Clients that where the Clients, the Clients’ Appointees or the Entity deliver to BU confidential information it will use all reasonable endeavors to keep it confidential. BU in accordance with its statutory obligations protects personal information and personal data from unauthorized access, use or disclosure.

13.2. In the course of providing the Services, BU collects personal information and personal data concerning the Clients, the Clients’ Appointees and the Entity and uses this personal data and information to facilitate the provision of the Services and, may from time to time, use such data and information to provide information, reference notes, guidelines, advice or for marketing information concerning the Services and for providing such other information as BU may from time to time make available.

13.3. BU reserves the right to treat the obligations of the confidentiality and privacy in Paragraphs 13.1 and 13.2 as not applicable and may disclose to third parties confidential or personal information and data when they are obliged so to do by law, or when required by third parties in order for BU to provide the Services or when BU has been unable to obtain the Clients or Managing Agents instructions and it appears to BU to be in the best interests of the Clients and / or the Clients’ Appointees and / or the Entity to provide such confidential or personal data to third parties.

13.4. Except otherwise where permitted by the Terms of Business any personal information and data collected is used only for these purposes and is never sold, lent, leased or otherwise distributed outside BU. The Clients and the Clients’ Appointees accept that this may mean that personal information may be transferred to countries that do not provide adequate protection of data in accordance with Article 26 (1) of the EU Directive 95 / 46 / EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

13.5. Without prejudice to the duty of confidentiality, BU reserves the right to act for other clients (including competitors of the Entity, the Clients or the Clients’ Appointees).

13.6. Any report, letter, information or advice BU gives to the Clients, the Clients’ Appointees or the Entity is given in confidence solely for the purposes of providing the Services and is provided on condition that the Clients and the Clients’ Appointees will not without BU’s prior written permission disclose to any third-party, other than to their lawyers or accountants or other professional advisers, any confidential or other information made available by BU.

13.7. Notwithstanding any provision hereof, BU shall be entitled and is hereby irrevocably authorized to open, read and copy all correspondence, letter, facsimile, email or other communication received by it in relation to the provision of the Services or the Entity, the Clients or the Clients’ Appointees.

13.8. More detailed cookie and privacy policies are available on https://www.amlcompliance.eu website. In case of the different regulations in this Agreement (General Conditions) andCookie and Privacy Terms, the latter ones shall prevail.

  1. CESSATION OF SERVICES

14.1. BU shall be entitled by written notice to cease to provide the Services, if:

14.1.1. the Clients or the Clients’ Appointees in the reasonable opinion of BU fail to observe to the fullest extent the Terms of Business;

14.1.2. it comes to the attention of the BU that the Entity is being used for activities which were not referred to in the application delivered by the Clients to BU or as subsequently advised and accepted in writing by BU;

14.1.3. in the event of the death of Clients, including in the case of joint persons, the death of any one person, and the Clients fail or have failed to make adequate provision for the disposition of the affairs and the ownership of the Entity;

or the Clients’ Appointees (including any injunction or investigative proceedings).

14.2. In any of the circumstances described in Paragraph 14.1 above, BU reserves the right to take action pursuant to Paragraph 8 and 9 and to treat the Terms of Business as terminated without further liability on the part of BU.

14.3. BU may at its discretion cease to provide the Services upon giving to the Clients or the Managing Agent 30 days written notice of its intention so to do.

14.4. BU may by written notice to the Clients, the Clients’ Appointees or the Managing Agent immediately cease to provide the Services where the Clients or the Clients Appointees shall breach the provisions of Paragraphs 7,8, 9 or 11 of the Terms of Business.

14.5. The Clients and the Clients’ Appointees for themselves as agent for and on behalf of the Entity acknowledge, following the cessation of Services, which BU may have continuing regulatory / fiduciary duties under any applicable law. Accordingly, without prejudice to BU’s rights, BU may (but is not obliged to) continue to provide Services in order to discharge such duties and BU shall be entitled to charge fees at its applicable rate for the provision thereof.

  1. INTERPRETATION

15.1. In providing the Entity and / or the Services, BU does not, nor is it to be interpreted as though it does in any manner sanction, advocate or approve, directly or indirectly, the commission of any act or any omission by the Clients, or the Clients’ Appointees or the Entity, or any person, company or corporation in any jurisdiction or the use of the Entity or the Services for any purpose.

  1. NOTICE

16.1. Any notice given pursuant to the Terms of Business shall be in writing and shall be sufficiently given to any party if sent in a letter by courier to the address last notified by the address, by facsimile transmission or by electronic mail to the address of such party last notified in writing to the other or to the correct facsimile number or electronic mail address of the addresses and shall be deemed duly served, in the case of a notice delivered by courier, at the time of first attempted delivery and in the case of a facsimile transmission or electronic mail, if sent during normal business hours, in the country of the addresses then at the time of transmission and otherwise then on the next business day.

  1. MISCELLANEOUS

17.1. The Terms of Business supersede all prior Terms of Business and agreements whether oral or written.

17.2. No exercise or failure to exercise or delay in exercising any right or remedy by BU pursuant to the Terms of Business shall constitute a waiver by BU of that or any other right or remedy.

17.3. Nothing in the Terms of Business shall create or be deemed to create the following relationships between BU and the Clients or the Clients’ Appointees or the Managing Agent:

17.3.1. partnership, or 

17.3.2. employment, or

17.3.3. joint venture.

17.4. Words imputing the masculine gender shall include the feminine and words imputing the singular shall include the plural and vice versa.

18. LAW

18.1. Unless otherwise agreed in writing between the Clients and BU, the Terms of Business shall be governed by and construed in accordance with the laws of the Republic of Estonia, the Clients’ Appointees and the Managing Agent hereby submit to the exclusive jurisdiction of the Courts in the Republic of Estonia.

19. CLIENT ENGAGEMENT PROCEDURES

19.1. If the Client is obligated to provide BU with the necessary documentation or relevant information to comply with the Money Laundering and Terrorist Financing Prevention Act at the BU’s request, the violation of this obligation is considered to be a significant breach of contract and BU has the obligation on the basis of the Money Laundering and Terrorist Financing Prevention Act to cancel the Contract exceptionally without observing the notice period or providing a refund.

19.2. PRIVATE CLIENT IDENTIFICATION

 Our overriding statutory duty regarding the prevention of terrorism, drug trafficking and money laundering, means that we are committed to undertaking full and thorough due diligence of both our clients’ identities and the nature of their businesses. Whilst we respect the confidentiality of our clients, we are obliged by law to obtain the following information relating to all beneficial owners, directors, shareholders, bank account signatories and all parties connected in any way to any company  or business entity, we may form or administer:

  • Proof of Identity
  • Proof of Residential Address

19.3. PROOF OF IDENTITY

To establish the identity and signature of all parties, clients must provide a copy of one of the following:

  • Current Valid Passport
  • Current Valid National ID Card

Such copy must bear a clear photograph, the holders’ signature and the document number.

The copy must be certified by a manager of BU or any of the following:

  • A notary public
  • A lawyer
  • A banker
  • Another professional person

The person making the certification must be a member of a professional organization that publishes certified lists of its members and the professional body must be clearly identified under their signature.

19.4. PROOF OF RESIDENTIAL ADDRESS.

To validate the home address of all parties mentioned in your application, please provide ONE of the following dated within the last three months, for each party:

  • Original utility bill (a telephone bill [mobile telephone bills are not acceptable], electricity etc.).
  • Original bank or mortgage statement from a recognized bank.
  • Original credit card statement.
  • Original bank reference, confirming the home address, from a recognized bank.

19.5. CORPORATE CLIENT IDENTIFICATION

DOCUMENTS REQUIRED:

  • Certificate of Incorporation or equivalent
  • Memorandum and Articles of Association or equivalent
  • Certificate of good standing
  • A written statement signed by the ultimate beneficial owner that he/she is a person, who exercises actual ultimate control over the corporate entity irrespective of the ownership or control structure (must be an individual).
  • Register of shareholders, members, directors, officers
  • Registered office address
  • Bank reference

All documents must be originals or copies certified by a manager of BU or any of the following:

  • A notary public
  • A lawyer
  • A banker
  • Another professional person

The person making the certification must be a member of a professional organization that publishes certified lists of its members and the professional body must be clearly identified under their signature. We will also require background information on the company such as business activities, products, services etc.

19.6. DELIVERY

The documents sent to us must be legalized by Apostille for international use.  If the documents are issued in Latvia, Lithuania, Russia, Ukraine, France, Belgium, Denmark, Ireland, Italy or Poland the above certificate will not be required and a notarized copy will be sufficient. The documents may be sent via e-mail to us for review but the originals or apostilled copies must be sent to us by courier or mail and regretfully we cannot undertake work until the originals have been received.  All documents must be in English or if not then a translation from an independent and accredited translator should be attached. If you are unable to supply any of these documents you should contact us.