Carefully read these terms and conditions under which the accounting and business consulting services offered by CompanioEstonia OÜ will be governed in the framework of the activity of Companio through the website (https://yourcompanyinestonia.com).
1. Subjects of the contract
On the one hand, you acting on your own behalf and as legal representative of your future or present company in Estonia (from now on, the CLIENT).
On the other, CompanioEstonia OÜ, registered in Estonia, registration number 14522788, and address Harju maakond, Lõõtsa 2-A Tallinn, 11415 Estonia, represented by the board member Ignacio Nieto Carvajal, born 06/01/1980 and with personal code of e-Resident 38001060164. (from now on, the PROVIDER).
2. Terms and conditions of service
Your registration on the website of “Companio” (https://companio.co) and any other websites property of CompanioEstonia OÜ, including (but not limited to) Your Company In Estonia (https://yourcompanyinestonia.com) and Tu Empresa En Estonia (https://tuempresaenestonia.com) as a customer and its use, including our company registration and accounting switching packages, monthly accounting, taxes, and compliance, and any other consulting services of CompanioEstonia OÜ constitutes your acceptance of being subject to these terms, which establishes a contractual relationship between you and CompanioEstonia OÜ.
If you do not accept this contract, you can not access or make use of the services of Companio (formerly Your Company In Estonia) offered by CompanioEstonia OÜ. These terms expressly replace previous agreements or contracts with you. No other contract, either verbal or written, will be applied except when agreed and authorized in writing by CompanioEstonia OÜ.
The terms “we“, “our” and “us“, and “PROVIDER” refer to CompanioEstonia OÜ and the activity offered by CompanioEstonia OÜ in the framework of the services of Companio, through the website https://companio.co.
The terms “client(s)“, “you“, or “CLIENT“, refer to the site’s customers, users, and any other financial investor of our services.
The term “Your company” refers to your company or financial institution, of which the CLIENT (you) is the owner, shareholder or member of the board of directors.
The term “Management of your company” refers to all activities and services offered by CompanioEstonia OÜ to your company, including, but not limited to, one or several of the following activities: accounting, business consulting, presentation of annual or monthly taxes, monthly VAT declarations (VAT), annual activities report, company and business administrative tasks, taxes and tax reports, and any other product or service you may have acquired from us.
The term “Cryptocurrency Company” or “Crypto Company” refers to any company that manages, presents transactions, bank transfers, financial movements, or any other element subject to be a cryptocurrency accounting record, including (but not limited to) Bitcoin, Ethereum, Litecoin, and so on. Also included in this category are companies that handle any type of virtual currency or assets, such as tokens, which have economic value or can be bought, sold, or exchanged for fiat money, products, or services.
The term “content” refers to any text, images, products, publications, links, software, applications, and external programs necessary for the development of the activity to manage your company.
The purpose of the contract is the agreement consisting of the provision, by the PROVIDER, of the following works or services:
- Monthly accounting services
- Annual activity report
- Administrative tasks related to business or financial management of your company
- Business consulting
- Any other service included in our products ‘Company Registration’ Pack, ‘Monthly Accountancy’ Pack, ‘Crypto-Company Registration’ Plan, ‘Crypto-Accountancy’ / ‘Crypto-Licenses’ Packs.
The provision of services under this contract will be performed by the PROVIDER following the guidelines set out from the needs of the CLIENT, these will, in turn, necessarily determine the scope, form, and content of the provision of the service contracted.
In any case, the PROVIDER will provide the service with total autonomy and independence with respect to the CLIENT and in accordance with the degree of specialization and diligence that characterizes him, according to the uses and customs of his activity sector.
The responsibilities and obligations of both parties to carry out the specified activities and services are described in section 6.
5. Modifications or extensions of the object
If during the term of this contract the CLIENT and/or the PROVIDER considers it appropriate to modify and/or extend the provision of services that are the object of this contract, both Parties must negotiate the scope of said modifications or extensions in the provision.
Where appropriate, if the CLIENT or the PROVIDER considers it necessary to modify or alter the services that are the object of this contract, the latter must notify the other Party in order to negotiate and/or agree on the new price for the provision of services.
The provision of any additional or complimentary service to those described here, and that has been so requested by the CLIENT, will be governed by the stipulations of this contract.
6. Obligations of the parties
6.1. Obligations of the PROVIDER
The PROVIDER undertakes to provide the services for which he is hired in a diligent manner and in accordance with the professional uses and customs of his sector of activity.
Likewise, the PROVIDER agrees to perform the provision of services within the dates and/or deadlines agreed with the CLIENT.
In addition, the PROVIDER acknowledges having informed the CLIENT, through the information collected on the website Companio (https://companio.co), or by direct communication with the CLIENT, about the essential characteristics of the provision of services covered by this contract and/or all information on how and/or under what conditions are provided or performed, in addition to any other information that may be necessary.
The obligations of the PROVIDER for the monthly accounting service, and the packages ‘Monthly Accountancy’ Pack and ‘Crypto-Accountancy’ Pack include:
- record the cash receipts, sales invoices, and purchase invoices of the client.
- prepare and record taxes corresponding to the salaries of the employees.
- perform the bank reconciliation and record bank transactions.
- import and access bank statements and movements of the client for such bank reconciliation (under the express authorization of the CLIENT).
- prepare and send tax and VAT payment reports to the Estonian Tax and Customs Board.
- prepare and record payments to the Tax Office derived from the obligations of the CLIENT in their bank accounts (under the express authorization of the CLIENT).
The obligations of the PROVIDER for the service of the annual report of activities include:
- prepare the annual report of the client’s activities once a year for presentation (by the CLIENT) in the Estonian business register.
6.2. Obligations of the CLIENT
The CLIENT undertakes to inform or deliver all useful, relevant, and truthful information for the correct provision of services by the PROVIDER. Especially, all data or information related to their particular needs that would contribute to an optimal provision of services by the PROVIDER. The CLIENT agrees on delivering that information in the way and format specified by the PROVIDER. The deadline for such delivery is the 5th day of the following month for which the services are being provided.
This includes, but is not limited to: the personal data of the CLIENT(s) and their company, all sales and purchase invoices of the company in the periods of the provision of the service, and the bank statements and movements necessary to make the bank reconciliation for the company.
Likewise, the CLIENT commits to collaborate with the PROVIDER during the provision of its services, not hindering, hampering, or obstructing them.
It is the responsibility of the CLIENT(s) to guarantee that their company, and its activities, strictly adhere to legality and the current legislation, both Estonian and European. The CLIENT(s) is ultimately responsible for any claim, sanction, fine, or any other legal process directed to their company. In no case shall the PROVIDER be liable for the actions or consequences derived from the actions of the CLIENT(s) or their company.
The CLIENT(s) undertakes to prevent their company from having a permanent establishment in any other country in accordance with the law, as reflected by the double taxation agreements between Estonia and other countries, or in any similar agreement from another country.
The CLIENT(s) agrees to pay the fee for the services provided by the PROVIDER as part of this contract, as specified in the pricing page of Companio (https://companio.co/pricing/). Cryptocurrency companies are subject to a special price of 99€/h+VAT due to the complexity of crypto accountancy.
The prices specified in this contract do not include VAT.
For companies whose level or number of invoices exceeds the ones reflected in the plans contained in the pricing page specified above, a price of 99€ per hour spent on the provision of the services will be applied. This hourly fee applies also to cryptocurrency companies for any number of purchases or sales invoices.
If the CLIENT(s) signed up for the services of the PROVIDER through the special promotion “#REGISTER4FREE” the CLIENT(s) only has to pay for the state and notary fees (265€) and is subject to a three-month commitment period starting from the day the company enters into the e-Business registry. This offer and its conditions applies to companies registered between the 30th of May and the 31st of August, 2022. The offer is not cumulative or compatible with other offers or promotions. If the CLIENT(s) wishes to cancel their services before the three-month commitment period ends, the CLIENT(s) should pay for the initial three months of the services of the PROVIDER. In case the fee of the PROVIDER cannot be determined because the services have not been yet provided during that period at the moment of the cancelation of services, the minimum monthly fee (as specified in https://companio.co/pricing/) will be applied for those months.
If the CLIENT(s) signed up for the services of the PROVIDER through the special promotion “#SWITCH4THREE” the price for the switching process is 0€ (free), and the CLIENT(s) will be refunded the last three months of the fee paid to the PROVIDER for its accounting, compliance and taxes services after a 12 months period if the CLIENT(s) contract with the PROVIDER is still valid and all due feeds have been paid by the CLIENT(s) for the services of the PROVIDER up to that point. This offer and its conditions applies to companies registered between the 30th of May and the 31st of August, 2022. The offer is not cumulative or compatible with other offers or promotions. If the CLIENT(s) wishes to cancel their services before the three-month commitment period ends, the CLIENT(s) should pay for the initial three months of the services of the PROVIDER. In case the fee of the PROVIDER cannot be determined because the services have not been yet provided during that period at the moment of the cancelation of services, the minimum monthly fee (as specified in https://companio.co/pricing/) will be applied for those months.
It is the responsibility of the CLIENT to guarantee that the documentary support of the transactions, invoices, and other financial data provided to the PROVIDER is correct. This includes (but is not limited to) bank movements and transactions, the data of customers, their VAT numbers, and the amounts specified in the invoices. If a failure to provide the right information in time from the CLIENT or a mistake in the invoices provided by the CLIENT forces the PROVIDER to redo or resubmit the reports and/or ledger annotations for one accountancy period, the CLIENT should compensate the PROVIDER with one extra monthly accountancy fee based on the prices defined previously in this section.
The CLIENT must pay the monthly invoice in due time. This invoice will be sent to the client starting from the first day of the following month for which the service is being provided. The PROVIDER reserves the right to apply a 0.5% penalty fee to the cost of the services to be paid by the customer per day past the due date of the payment for the services. In the event that the CLIENT owes two or more invoices to the PROVIDER, the PROVIDER reserves the right to immediately cancel its services, terminate the contract and collect the outstanding debt by any available legal mechanisms.
The obligations of the CLIENT for the service of the annual activity report also include receiving, checking, and sending it to the Estonian business register.
7. Follow-up of the execution of the agreement
The PROVIDER undertakes, in order to facilitate the monitoring of the provision of services included in this contract, to periodically send the CLIENT information and/or documentation on the status of the activities carried out in the execution of this contract.
However, the CLIENT reserves the right to require from the PROVIDER any additional information or documentation that may be necessary to perform a proper follow-up of the provision of services and, where appropriate, under the proper justification in compliance with the applicable regulations.
The PROVIDER reserves the right to discuss and revise the prices of this contract by notifying the other party at least one month in advance.
The PROVIDER will start to provide its services to the client from the moment the contract between the parties becomes effective. The CLIENT’s financial period is from January 1 to December 31.
The services and functions described in the clause relating to the object of the contract will be provided by the PROVIDER to the CLIENT for as long as the CLIENT deems necessary. The CLIENT agrees to notify the PROVIDER at least before the end of the month of the termination of the contract, in order to complete the pending activities that are part of the services offered by the PROVIDER. The current month will be charged if the accounting services offered by the PROVIDER have been provided to the customer.
The CLIENT must pay for any pending invoice or any services provided by the PROVIDED that were left unpaid.
9. Payment method
Payment for the services provided by CompanioEstonia OÜ is final and non-refundable. This includes the payment for the company registration pack if CLIENT decides to discontinue the registration process, the e-Residency is not granted by the Estonian authorities, or any other situation preventing the CLIENT from finishing the company registration process.
The price for the services contracted will be billed, always upon presentation of the appropriate invoice, in accordance with the following instructions:
From the first day of the month following the month for which the services are being provided, depending on the services actually provided and upon presentation of the corresponding invoice.
The PROVIDER will invoice the amount of the price due according to the payment terms of the services as stated in the previous paragraph and must break down in each of the invoices the works or the concepts of the services for which they are issued. The amount of the invoices will be understood to be made effective by the CLIENT as soon as the payment invoice or proof of payment is presented.
The payment must be performed by bank card payment, deposit, or bank transfer to the account of which the PROVIDER is the owner. The PROVIDER will provide the CLIENT with the appropriate online payment mechanisms to allow payment by means of a bank card, deposit, or bank transfer.
10. Resources and/or material for the provision of services
The PROVIDER shall use, for the provision of the services agreed here, the appropriate material means and, where appropriate, its own staff, who would perform their duties using the most appropriate resources, and following the instructions issued by the PROVIDER accordingly.
The PROVIDER also undertakes to ensure that the staff assigned to the provision of the contracted services knows the particular needs of the CLIENT in relation to said contracted services.
In particular, the PROVIDER undertakes that the members of the staff or employees assigned to the development of the contracted services have the appropriate qualifications and experience to carry out the required work. Additionally, the PROVIDER undertakes that these employees know the content of the clauses relating to intellectual property, confidentiality, GDPR, and the treatment of personal data that are established in the contract, as well as their personal obligation to respect them.
The PROVIDER undertakes to carry out its work diligently and with due quality, committing itself to assume responsibility for errors, defects, or delays produced in its execution, or its incorrect execution or non-execution.
However, the PROVIDER will not be responsible for errors, defects or delays produced in the execution, or incorrect execution or non-execution of the contract, when this emanates from the omission or falsification of any information, document or data provided by the CLIENT; The PROVIDER is also not obliged to verify the authenticity and suitability of said data or information.
Finally, it is the responsibility of the CLIENT to guarantee that his company complies with the law in Estonia as well as in Europe.
12. Force majeure
Neither Party can be considered responsible for a delay, defect, or error in the execution of its professional obligations when those are due or caused by a cause of force majeure. However, the Parties are obliged to notify the other Party when they have knowledge that a cause of this nature has occurred and will affect the correct execution of their obligations.
“Force majeure” shall mean flood, fire, explosion, damage to the production plant, lockout, strike, civil disturbance, blockade, embargo, mandate, law, order, regulation, ordinance, demand or request of any Government or of any subdivision or representative of this, or any other cause, that is beyond the control of the party involved. Under no circumstances, the lack of funds constitutes a cause of force majeure.
13. The duty of secrecy and confidentiality
The Parties undertake that the development of this contract is governed by the utmost confidentiality, respecting the duty of diligence and professional secrecy. Thus, both Parties undertake not to disclose any information relating to this contract, whether relating to negotiations, transactions, or any matter of the parties, or the content or existence of the agreement subscribed here, or about the activities or services that are going to be provided.
In particular, the PROVIDER agrees that any information or documentation that the CLIENT delivers to him or to which he has access for any reason, directly or indirectly, will be used only to serve the fulfillment of the provision of services object of this contract and, in any case, to perform their services respecting the principles of good faith, diligence and the duty of secrecy.
Consequently, it may not provide third parties or use for its own benefit the information obtained in the exercise of the provision of services, provided that it may favor them or when said disclosure could harm the CLIENT in any way.
Consequently, the PROVIDER expressly undertakes not to make copies, record, reproduce, manipulate, disclose to third parties, or make available to them the information or documentation that may be received directly or indirectly from the CLIENT, unless it is strictly necessary for the fulfillment of the services that the PROVIDER offers to the CLIENT.
14. Data protection
The Parties are aware that by signing this contract they consent that their personal data collected on the website of Companio (https://companio.co), as well as any information that could be collected in the future for the provision of the services provided by the PROVIDER, could be incorporated by the other Party to its own automated file or not of data collection in order to correctly execute the professional relationship and, eventually, for an administrative and/or commercial management.
In any case, the Parties undertake that these personal data will not be communicated in any case to third parties unless it is necessary for the fulfillment of the services offered by the PROVIDER to the CLIENT. If it were the case that some type of communication of personal data were to be made, they always commit themselves and previously, to request the express, informed, and unequivocal consent of the Party that is the holder of said personal data.
This clause does not result in any limitation or restriction for the Parties regarding the exercise of rights of access, rectification, deletion, limitation, portability, or opposition with which they may have.
Regarding personal data to which the PROVIDER has access as a result of the provision of the service object of this contract, they are the exclusive property of the CLIENT and shall be understood as voluntarily provided by him, and shall only be used for the purpose of providing the services required in the contract, the PROVIDER pledging not to apply them or use them for purposes other than those agreed upon and not to communicate them to other people, not even for conservation purposes, and also to return the files, automated or not, to the CLIENT. of a personal nature to those who would have had access, when required to do so by the CLIENT, and/or proceed to the destruction of the media and/or documents containing said data at the end of this contract, and, in any case, at the expiration of this contract.
In any case, the PROVIDER agrees that the processing of personal data to which he has access by reason of the provision of the services object of this contract, and of any information, in general, is provided by the CLIENT, be carried out maintaining the strictest professional secrecy and absolute confidentiality with respect to the data of the same, as well as to diligently fulfill the duty of guardianship and custody over them imposed by the GDPR.
These duties shall be applicable to the PROVIDER during the term of this contract and even after the termination for any reason thereof, being liable to the CLIENT for breach of the obligations assumed herein.
Likewise, the PROVIDER undertakes to adopt the necessary technical and/or organizational measures to protect the personal data to which it has access and to prevent its alteration, loss, treatment, and unauthorized access, and this in accordance with the GDPR and its complementary development regulations.
The PROVIDER will respond to the CLIENT for the breach of the obligations assumed under this clause, even when said breach is attributable, in its case, to the working personnel of which he must respond legally.
15. Causes of resolution
The Parties undertake to fulfill the obligations that emanate from this contract for each of them under the terms and conditions established throughout it. In the event that any of the Parties breached any of the obligations of the contract, or fulfilled them in a defective manner, the Party that in turn did comply with its own may consider that there has been a breach of the contract contained in this document, being empowered to rescind the same.
In addition, the contract will be considered solved by the definitive or provisional insolvency, the suspension of payments, the bankruptcy, and/or the liquidation of any of the Parties.
It will also be cause for early termination of the contract when there are demonstrable deficiencies in the services provided by the PROVIDER, or after two months of non-payment for the services performed by the CLIENT.
Likewise, it will be cause for termination of the contract when the PROVIDER stops providing the services or part of the services that are part of the object of this contract. It will be understood that the PROVIDER has stopped providing the services when this activity is not carried out regularly or with the material and personal means appropriate to it.
Likewise, the contract may be terminated at the request of any of the Parties, provided that the Party that so wishes, notifies the other Party in writing and in accordance with the notification procedure of this contract, at least two months in advance.
In the latter case, when the contract is terminated by the CLIENT, it must, however, pay the PROVIDER any invoice accrued and not paid for the services rendered during the time the contract has been in force, as well as possible compensation for damages if you exercise your will without respecting the notice and method of notification established here.
Likewise, when the contract is resolved by the will of the PROVIDER, the latter must provide the CLIENT with any document, element, good, material, and/or production that could have resulted from his activity of rendering services up to that moment, in addition to possible compensation for damages that could be derived from not respecting the notice, times and notification methods provided herein.
To make any notification between the Parties subject to this contract, it will be used, by the PROVIDER, the email address with which the CLIENT made the registration for the services of Companio through the website https://companio.co, and by the CLIENT, the address contact [at] companio [dot] co.
17. Legal actions, applicable legislation, and jurisdiction
This contract replaces any previous contract for the same services between the CLIENT and the PROVIDER.
Any relative litigation, especially, but not limited, to the formation, validity, interpretation, signature, provision, execution, or termination of this contract and, in general, to the relationship established between the Parties, will be subject to Estonian law and the courts of Estonia. If any clause of this contract is considered invalid, this fact will not affect the validity of the remaining clauses that form this contract.
In case it is proven that the actions of the PROVIDER incur any deficiency or defect by the authorities, courts, or juries of Estonia, the responsibility of the PROVIDER will be limited to three months of payment for the accounting services unless such liability can not be limited under applicable law. Parties hereby expressly exclude any and all liability for indirect, consequential, and/or economic loss. The CLIENT shall indemnify the PROVIDER for any risk or liability derived from false, invalid, illegal, or forged documents delivered by the CLIENT to the PROVIDER.