Terms of Service
Terms of service from 01.06.2018
This website is administered by Matchplan OÜ, DBA First Office registry code 14211700, Sakala 7-2 5, Tallinn, Estonia, 10141, e-mail address firstname.lastname@example.org
1.1. First-office offers virtual office, accounting and company formation services (hereinafter the Service or Services). Descriptions of the Services are provided on the website.
1.2. By ordering Services from First-officewebsite you agree to First-office terms of service (hereinafter terms of service).
- Ordering the Service
2.1. First-officeServices can be ordered on the website, via a web inquiry or e-mail.
2.2. The Service can be ordered on the website by clicking on the link “ Add to cart”. To prepare an order the required data fields must be filled in.
2.3. After selecting the Service the price or the bases for calculating the price of the respective Service are displayed and the Client is directed to the payment environment. If due to the nature of the Service the price cannot be determined, then the initial price of the Service and the bases for calculating the price of the Service are displayed.
2.4. Depending on the country, the Service can be paid for by credit card, bank link or PayPal or by ordering an invoice to an e-mail address in a local currency.
2.5. Service contract (hereinafter the Contract) between First-office and the Client is deemed concluded by paying for the Service. The commencement of Services is subject to a successfully completed KYC procedures in accordance with the money laundering and terrorism financing prevention act by the Client in accordance with article 3.5. of these terms of service.
2.6. Concluding the Contract is confirmed by First-office by sending a confirmation of the order to the Client’s e-mail address. The Contract is deemed concluded in the extent, which corresponds to the Service description provided on First-office’s website, price list and these terms of service.
In case of differences between service descriptions provided in the website and these terms of services, the description of services shall prevail.
2.7. If the Contract is concluded for a legal entity that is not yet entered into the commercial register, then the legal entity is deemed a party to the Contract from the moment the respective entity is entered into the commercial register. Person who conclude the Contract in the name of a legal entity being founded before entry of the legal entity into the commercial register shall be liable for performance of the obligations arising from the Contract. The obligations arising from the Contract shall pass to the Client from the moment of entering the company into the commercial register. The Client undertakes to notify First-office via e-mail of entering the company into the commercial register within seven (7) working days from the entering of the legal entity into the commercial register.
2.8. Due to the regulations established by the money laudering and terrorism financing prevention legislation, First-office does not provide Servies to:
– politically exposed persons;
– persons included in the international sanctions list (https://www.sanctionsmap.eu/#/main);
– residents from the high risk third countries (http://www.fatf-gafi.org/countries/#high-risk).
2.9. By ordering Services from First-office you confirm that you do not qualify to be a person listed in article 2.8.
- The Client’s rights and obligations
3.1. The Client has the right to use the Services according to the Service description and price list provided on First-office website and on these terms of service.
3.2. Upon using the Service the Client undertakes to:
– refrain from using First-office’s Services for an illegal or immoral purpose, including for the purpose of fraud, sending or storing illegal material;
– refrain from disrupting or damaging First-office’s website, software or the provided Service.
3.3. The Client does not have the right to assign this Contract, resell the Services or give for third parties to use.
3.4. The Client is obligated to inform First-office not later than within seven (7) working days of the change of contact details of the Client.
3.5. Due to the requirements established by the money laundering and terrorism financing prevention legislation, the Client must fulfill First-office Know Your Client requirements and provide immediately after ordering the Services all requested information and a copy of personal identification document.
- First office’s rights and obligations
4.1. First-office has the right to:
– receive remuneration on the terms and conditions prescribed in these terms of service and price list;
– use the assistance of third parties in performing the contract;
– temporarily suspend providing the Service without prior notification, if it is for reasons independent of First-office.
4.2. First-office has the right to unilaterally amend these terms of service. The valid terms of service are published on First-office’s website. The Client is notified of the amendments via e-mail at least one (1) calendar month in advance. The Client is deemed to have accepted the amendments if it does not inform 1 First-office of not accepting the amendments within seven (7) working days. If the Client refuses to accept the amendments, the Client has the right to cancel the Contract by giving one (1) calendar month advance notice by e-mail
4.3. First-office undertakes to perform the Contract based on its professional knowledge, in a loyal manner with respect to the Customer and the necessary level of diligence pursuant to the nature of the Service.
- Payment of the fee
5.1. The grounds and the manner of paying for the Services are provided on First-office’s website under the description of Services and the price list.
5.2. The Client undertakes to pay the invoice within seven (7) calendar days from issuing the invoice.
5.3. If the Client undertakes to pay an additional rate of value added tax, a respective invoice is submitted to the Client.
5.4. Upon receiving the money First-office shall first settle the default interest, then the contractual penalty and then the fee for the Services.
5.5. Upon delay with paying the fee First office has the right to request a default interest of 0.2% (zero point two per cent) of the overdue amount for each day delayed day from the Client and compensation of debt collection costs or payment of reminder fee up to 40 EUR for each unpaid invoice.
5.6. First office has the right to unilaterally amend the price list of the Services. The Client is notified of the amendments of periodical service’s fees via e-mail at least one (1) calendar month in advance. The Client is deemed to have accepted the amendments if it does not inform First-officeof not accepting the amendments within seven (7) working days. If the Client refuses to accept the amendments, the Client has the right to cancel the Contract of service, by giving one (1) calendar month advance notice by e-mail.
- Term and cancellation of the Contract
6.1. The Contract is concluded without a term or due to the nature of the Service is valid until the performance of the Service.
6.2. First office and the Client may ordinarily cancel the Contract by notifying of it via e-mail at least two (2) calendar months in advance.
6.3. First office has the right to cancel the Contract extraordinarily without following the advance notice term in the following cases:
– the Client assigns the Service or passes on the benefits received in the course of it to a third party;
– First office has a doubt that the Client is committing a breach of money laundering prevention rules or engages in another illegal or immoral activity, incl. if the digital identity of an e-resident is cancelled;
– the Client does not pay the invoice within 30 (thirty) calendar days from the payment term at the latest;
– the Client breaches terms of the contract and has not remedied the breach within a reasonable time determined by First office;
– the Client has provided incorrect data or failed to notify of changed 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 First office or a third party about a temporary or permanent solvency problems;
– the person that made an order in the name of the Client has not submitted the data required by law or has submitted false data;
– the Client fails to provide to First office data required for complying with the money laundering and terrorism financing prevention legislation;
– if business of the Client would make First office unable to comply with the legal regulations with respect to providing the Services;
– the Client has damaged First office’s reputation with its activity.
6.4. Upon the cancellation of the Contract the amounts paid to First office by the Client are not to be returned or set off.
6.5. If the Client is a consumer, then the 14-day right of withdrawal does not apply to the Services, because the Services provided by First office have individual characteristics and depend on the Client’s needs and wishes.
- Processing personal data
7.1. First office collects and processes the following personal data: name of the Client, the personal identification code or date and place of birth of the Client, telephone number, place of residence and e-mail address and a copy of personal identification document.
7.2. First office uses and processes the Client’s personal data only for performing the obligations arising from the contract and the law. First office does not forward personal data to third parties for commercial purposes. First office has right to forward personal data to:
– the authorities for complying with the publication obligation provided by law and
– the third-party service providers used by First office to the extent necessary for performing the Services to the Client under these terms of service.
7.3. Due to the money laudering and terrorism financing prevention legislation, First office must keep data and documents of the Client after termination of the contract for the period established by law (5-10 years).
7.4. By ordering Services from First office’s website you agree to processing your personal data in compliance with these terms of services.
8.1. First office and the Client undertake not to disclose commercial information and other information to third parties, which has become known to the party during the validity of the Contract and the disclosure of which to third parties may damage the parties’ interests.
8.2. First office keeps confidential commercial information received from the Client and may forward the data to the authorities without approval of the Client for complying with the disclosure obligation arising from the law.
9.1. First office is liable for damage if damage is caused intentionally or due to gross negligence.
9.2. First office is not liable for indirect damage (incl. loss of profit) caused to the client due to breach of the Contract. First office shall not compensate damage due to gross negligence in case the liability insurance does not cover such damage to First office. First office is not liable for the damage due to negligence.
9.3. The limitation period for submission of claims due to gross negligence against First office shall be six calendar months from performance of the act or occurrence of the event which caused the damage.
9.4. First office’s total liability is limited to the amount provided in special terms of service.
9.5. If the Client’s activity brings about a claim against First office (for example expenses on legal assistance) or liability before third parties in relation to a breach of the Contract by the Client, the Client is obligated to compensate First office for all expenses and losses borne in relation to it.
9.6. The limitation period of the claims filed by the Client against First office is six (6) calendar months from the arising of the respective claim.
9.7. If the Client has overdue obligations before First office then First office may exercise a statutory lien over the Client’s property in its possession. If the Client wants to remove the property belonging to the Client that is in First office’s premises, First office may retain the items in the extent that is necessary for ensuring the fulfillment of its claims. First office exercises a statutory lien until the fulfillment of the claim by the Client or provision another security.
- 1 Dispute resolution
10.1. Disputes are resolved by way of negotiations. Upon not reaching an agreement the dispute is resolved in the jurisdiction of the serviceprovider.
VIRTUAL OFFICE SERVICE SPECIAL TERMS OF SERVICE
1.1. Upon the expiry of the Contract the Client loses the right to use the virtual office service provided by First office in any way or form.
1.2. The Client undertakes to change the legal address in the commercial register and notify business partners of the change of the address on the day of expiry of the Contract at the latest. If the Client has not changed its legal address in the commercial register within one (1) month from the expiry of the Contract, First office has the right to submit an application to the commercial register for the deletion of the Client’s incorrect details from the register and to claim a contractual penalty from the Client in the sum equal to one (1) year legal address annual fee.
1.3. The Client undertakes to notify First office within seven (7) working days from concluding the Contract via e-mail the names and contact details of the persons who are authorised to receive the Client’s post and promptly notify of the change of the person authorised to receive post.
1.4. Upon expiry of the Contract First office is released from the obligation to provide legal address and virtual office Services, including receiving and forwarding the Client’s post.
1.5. The Client undertakes to collect the post collected in the course of the virtual office Service twice (2) per calendar year or give directions on which address the post must be forwarded to. The Client pays the relevant postal charges. If the Client does not collect the post or give instructions for forwarding the post First office has the right to destroy the post and to request the Client to compensate for the destruction expenses. First office can store accounting source documents for up to seven (7) years. The Client is obligated to compensate First office for the expenses related to storage.
1.6. First office’s total liability is limited to the amount, which equals the amount of one (1) year of the virtual office service fee paid by the Client.
ACCOUNTING SERVICE SPECIAL TERMS OF SERVICE
1.1. The accounting Service fee calculation is done on an hourly basis and according to First office’s price list. The period of the fee calculation is a calendar month.
1.2. If the Client has arrears for the accounting Service then First office suspends providing the Service until the payment of the debt. If the accounting Service is suspended due to arrears and damage is caused to the Client with it, First office is not liable for such damage.
1.3. The Client’s obligations:
– to submit to the accountant by the 5th (fifth) date of each calendar month at the latest the accounting documents of the previous calendar month. If the Client does not submit the bank statement and documents by the specified term, then a situation where First office submits tax declarations and state reports with a delay or does not submit them by the term provided by law is not deemed a breach of the Contract;
– to notify First office of entering the company into a tax register and commencing activity in a field with a permit or notification obligation;
– to ensure the connection of the accounting source documents submitted to First office with the Client’s economic activity. If the content of the economic activity is difficult to understand or ambiguous in the source document and/or the connection of the performed transaction with the Client’s economic activity is not clear, the Client undertakes to submit additional information or supplement the document with a handwritten explanation;
– to store all invoices, receipts, contracts etc. accounting source documents related to the company pursuant to the procedure provided by law. Transactions shall be recorded in the accounting records based on the documents;
– to notify First office in timely manner about all transactions triggering tax obligation;
– to authorize the accountant to electronically submit tax declarations and state reports to all state authorities.
1.4. The accounting Service contract is without a term, except if a fixed-term contract is agreed.
1.5. In case of the cancellation of the contract First office is obligated to deliver to the Client all of the Client’s accounting documents on paper in First office’s possession and electronically all of the current year’s accounting balances.
1.6. If upon cancelling the contract, the Client declines the accounting Service before the date of the cancellation, the Client undertakes to pay a contractual penalty at the rate of the average Service charge of the last six months.
1.7. The accounting source documents must be submitted in a language provided in the Service description. If the Client submits the accounting source documents in another language, then the Client compensates First office for the translation expenses related to it. First office may choose which translation service provider it orders the translation service from, except when it has been agreed otherwise with the Client.
1.8. First office has the right to refuse to accept or make accounting operations on the basis of such accounting source documents in the case of which First office has grounds to believe that they may be a violation of tax law in case of which liability will arise for First office.
1.9. After the completion of the annual report the Client undertakes to collect the accounting source documents within one (1) calendar month from the completion of the report. If the Client does not collect the accounting source documents within the specified term, then the Client undertakes to pay the storage fee. First office stores the accounting source documents for up to seven (7) years, thereafter the documents are destroyed and the Client undertakes to compensate First office for the expenses related to it.
1.10. First office’s total liability is limited to the amount, which equals the average fee of the last three months of the accounting Service paid by the Client.
COMPANY FORMATION SERVICE SPECIAL TERMS OF SERVICE
1.1. The registration of companies takes place in the Business Register in accordance with the law electronically, through the Notary Public or in the Business Register’ office. First office advises the Client when registering a company and prepares the document necessary for registering a company based on data provided by the Client.
1.2. First office is not responsible for the activity and decisions of the Business Register when registering a company.
1.3. If registration of company takes place in First office Company Formation Portal, First office is not responsible for the technical faults, which are related to the interfacing of the Portal or for faults, which occur in the Business Register’s portal.
1.4. First office is not obligated to translate the Business Register’s procedural documents or correspondence, except when it has been agreed accordingly with the Client.
1.5. The Service fee does not include Services, which arise with resolving the rulings of rectifying the Business Register’s rulings.
1.6. If the Business Register’s does not register the company, then it is not deemed a fault of First office’s service and the Client cannot require the compensation of the fee paid.
1.7. First office’s total liability is limited to the amount, which equals the amount of the company formation Service paid by the client.