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ADECTUS GROUP’s CONDITIONS WHEN BUYING OUR SERVICES

These terms and conditions apply to the purchase of services and products from Adectus Group (“Adectus”) unless the terms are changed by written agreement between Adectus and the Principal.

DEFINITION

By “Adectus” is meant the Adectus Group OÜ, registered in Estonia with organization number 12689515. The “Contractor” refers to the person or company that orders a service or from Adectus.

PRODUCT / SERVICE INFORMATION

Adectus reserves the right to cause printing errors on the web page, in catalogues or other promotional material. It is the price indicated on the order confirmation that applies. In case an order confirmation has not been issued, the price stated on the invoice is valid. Adectus also reserves the right that services/products may not be available and that images may not conform to the actual appearance of the service/product.

ORDERING

Binding ordering has taken place when the client sends order form to Adectus, when the Contractor accepts these terms of service by ticking in an electronic form or when the Contractor makes an order by telephone. The order is binding, even if the Contractor has not filled in all the required information in the form. Adectus will notify the Contractor if additional information is required or the information provided by the Contractor, for some reason not accepted, for example by the authorities of the countries of registration. Adectus reserves the right to reject orders without giving cause, and in such cases, repay any payment from the Contractor. If the service concerns new registration of companies, the Contractor is jointly and severally liable with the newly formed company. If the company has not been registered, Contractor is responsible for all obligations under this agreement. The contractor is responsible for all claims from Adectus, against the company.
The current cancellation of a meeting must be done no later than the day before the meeting. At late cancellation or no cancellation at all, the Contractor will be charged a fee of 250 EUR.

ELECTRONIC POST

The Contractor agrees that information, e-mail, case updates and documents, including all invoices, reminders, and debt collections relating to the matter, are stored electronically.

We handle your personal data in accordance with the EU Regulation General Data Protection Regulation (GDPR), which has been in force from May 25, 2018.

Contact us if you want to know what information we have saved about you or if you want to know more about how we save and process your personal information as a customer of ours.

DELIVERY TIME

If the parties have not agreed on the date of delivery of the Service and/or Product, Adectus shall deliver the Service and/or Product within a reasonable time of the order being made and payment has been made. From the receipt of the order and payment is received, processing will begin and contact with the authorities will take place within 1-7 business days and delivered within a reasonable time. If Adectus delivery of the product is prevented, obstructed or substantially diluted due to circumstances mentioned under the heading “Exceptions” or due to customer relationship, the delivery date will be extended accordingly. This provision may be invoked irrespective of whether this particular circumstance occurs before or after the expiry of the agreed delivery date.

Services which needs the contractor’s presence – time for meeting shall be confirmed by both parties, to be recognized as an agreed meeting.

Adectus disclaims all responsibility for any errors with estimated delivery times and any financial loss the Contractor may incur as a result of the delay or non-delivery. Adectus, Adectus staff, or Adectus partners and sister/subsidiary may provide for registration within certain time limits as the processing time in essentially, depends on public authorities processing of registration notifications, change notifications, etc. Likewise, from the same group of individuals, there can be no guarantees that certain company names are available for registration. If a registration is rejected, Adectus shall notify the Contractor of this. The Contractor will then choose a new company name and notify Adectus without delay. An order cannot be cancelled even if a desired company name is not available. In any case, Adectus, Adectus staff, or Adectus partners or sister/subsidiary companies cannot be held liable if a chosen company name violates the third party’s rights. Adectus and its employees and partners can only estimate delivery times, and estimates are based on previous processing times and delivery times.

The Contractor shall provide Adectus with all required documentation and information needed for service. The Contractor shall fill in/sign/send required documentation to Adectus to address details given by Adectus. If Contractor fails to fill in/sing/send required documentation the delivery of service will be delayed. If required documentation is signed/send within six month from order date, Adectus has the right to close the client file without deliver ordered service to the Contractor. The Contractor cannot claim any refund of payment as the service was cancelled due to non-fulfilment  from Contractor.

CORRECT INFORMATION

The Contractor undertakes to provide Adectus with all relevant information in the matter – and to keep such information updated. This also applies to the Contractor’s own contact information. If Adectus, as a result of the Contractor failing to comply with the obligations on this point, imposes liability on third parties or other forms of costs, the Contractor is responsible for these. The Contractor undertakes to notify Adectus of any changes to the composition of the Board, changes in ownership or business, and other changes relevant to the performance of the assignment. The contractor also undertakes to ensure that Adectus always has a current email, and acknowledges that Adectus is required to send notices, invoices and other information by e-mail. The contractor must fill in all forms to the best of their ability and responsibility for ensuring that all information provided is correct. The contractor is aware of, and has taken part in, the personal responsibility that may impose officers and members of the company’s board and council as well as other roles of the company, both according to Estonian and foreign legal orders.

PRICE

All prices are exclusive of VAT. Calculation of any VAT (20%) is specified on invoice, if applicable. Adectus prices are displayed on the website or in the individual price list. The website is updated regularly. Adectus reserves the right to adjust prices at any time.

PAYMENT

The service will be prepaid in accordance with the current price at the time of the order. If an order is not paid, or if a payment by card or payment is otherwise, held back by payment broker or for other reasons not properly transferred to Adectus, the order is binding on the Contractor. Correct payment should be made immediately without further delay. Adectus and Adectus partners or sister/subsidiaries can invoice extra for meetings with the Contractor and for special forms, documents or other extraordinary work that the contractor wishes to perform, and which is not normally included. Similarly, it may be charged extra for larger amounts of copies, bids by agreement with the Client and other extraordinary expenses. Any additional invoicing will be notified to the Client in advance. In order to receive invoice, you must enter your company registration number or social security number and be over 18 years old. The invoice’s payment terms are 10 days and sent by email. In the case of late payment of services provided, the service will be terminated, and statutory reminder fee will be added. Delay interest rate is 2% per month. In the event of non-payment, the invoice is handed over to the debt collection. A credit check may be made on the Contractor.

COMPLAINT

Complaints on Adectus invoices must be made before maturity. Subsequent claims shall be deemed to be late and expired. You cannot complain on a commenced and/or delivered service. Services provided by Adectus are executed and based on the information provided by the Contractor to Adectus. When the service is customer-specific, it is also not possible to complain/return. Should Adectus of negligence report any information incorrectly so that it does not conform to the Client’s provided information, Adectus will correct the error at no additional cost to the Contractor. If, on the other hand, the contractor submitted incorrect data to Adectus, which caused the registration to be incorrect, Adectus will charge extra to change the errors.

CHANGE IN THE ORDER

If the Client has objections to information submitted in order, the Client shall promptly notify Adectus of what has become incorrect. If adjustment in the order/registration can be done without the normal processing being affected, no additional charge will be charged. However, if processing has already commenced so that adjustment cannot be made without creating a new case, additional costs will be incurred by the contractor. What is the case for consumer’s right to repurchase, i.e. right of withdrawal for private individuals, the contractor agrees that all services provided by Adectus are to be regarded as corporate purchases and that specific provisions for consumer purchases cannot therefore be applied in these cases.

THE CONTRACTING AUTHORITY ACTIVITIES

The client confirms that the company will not be used for unauthorized purposes. The client agrees that Adectus, Adectus employees and Adectus partners or sister/subsidiary may be required by law to report suspicion of money laundering and some cases also other serious breaches of law.

KNOW YOUR CLIENT (KYC)

In order to comply with current international anti-money laundering and client awareness measures (CDD), all clients and their representatives must show: copy of (beneficial) actual owners. Confirmation of owner’s living address in the form of, for example, a bill, bank or credit card statement, which is not older than 3 months. The documents shall show the owner’s name and residential address. Description of proposed activities for the new company, including geographical areas of activity and approximate turnover. In some cases, CV and bank reference are also required. If a legal person is a part of the company’s structure (shareholder or director), additional documents may be requested to verify the actual owner of the company. Adectus reserves the right to request further information to comply with the provisions and in such cases detailed instructions will be provided by one of our employees. All information provided by customers to us is treated strictly confidential.

REJECTED APPLICATION

Since authorities / agencies / banks are involved in the registration of companies / changes in companies / open bank accounts, it is always the respective authority, agency and bank in each country that makes the final decision to accept the customer or reject the customer’s request / application. Adectus can never be held liable if an authority / instance / bank etc denies a customer’s application. Refund of payed fees is not applied due to such rejection.

ELECTRONIC FORM

The Contractor agrees that Adectus may submit forms electronically, including forms provided by the Contractor to Adectus in paper format, provided that authorities and agencies agree that the respective forms are submitted electronically.

SALE OFFER / LIABILITY REGARDING OWNERSHIP

Adectus retains ownership of the services/goods, including all corporate papers, as well as shares in established (established) companies until the purchase price has been paid in full, with the addition of any interest and expense in accordance with the law on sales teams. Until ownership has been transferred, the customer is obliged to treat the product carefully and not modify, sell, lend or dispose of the product otherwise without the written permission of Adectus.

INTERPRETATION OF CONDITIONS

If any of these terms are declared invalid or invalid due to current legislation, the invalid or invalid provision shall be deemed to be replaced by a valid, enforceable provision that, to the fullest extent, corresponds to the purpose of the original provision and the remainder of the terms will continue to apply. The headings of the terms are used solely for the convenience of the parties and have no legal or contractual significance.

TERMINATION OF THE AGREEMENT

Agreement on follow-up and address service agreements run for different periods depending on the chosen product, from the conclusion of the agreement. Thereafter, the agreement will automatically be renewed at the current price until it is terminated.

TRANSFER

Adectus may transfer this agreement, in whole or in part, at any time, with or without prior notice to the Contractor. The Contractor is not entitled to transfer this agreement without the written consent of Adectus.

TERMINATION

Termination of the agreement must be by e-mail and no later than 30 days before the contract period expires. If termination is not made within the deadline, the agreement will expire for a new contract period and the client is obliged to pay for a new follow-up.

CUSTOMER’S RESPONSIBILITY TO KEEP UPDATED

The customer always has his own responsibility to be aware of and keep up to date on the tax rules, rules of law and other laws and regulations associated with the legal entity in which the business is conducted. The customer should also be informed and kept up to date if they act and rules that apply to the business that the customer engages in the company.

RESPONSIBILITY AND REMUNERATION

The contractor undertakes to keep Adectus, Adectus staff and Adectus partners and sister/subsidiaries harmless, even against third parties, for any damages and losses incurred in the performance of services and/or arising from the non-execution of the services. Adectus is not responsible for any financial losses incurred by the Customer, such as loss of profits, expected savings, loss of income, loss of reputation or loss resulting from changes in legislation resulting from decisions taken by administrative or judicial authorities, ongoing knowing, damage to other property caused of the service/product characteristics or other indirect damage, even if Adectus is alerted to the possibility that such damage may occur. The contractor’s possible claim for deduction of the purchase price and Adectus’ liability for damage under this agreement is limited to a total of 40% of the agreed purchase price for the individual service/product, unless Adectus is guilty of gross negligence as liability is limited to €1000.
For any other reason contractor might refer to, remuneration will not be done.

PROFESSIONAL SECRECY

Adectus has confidentiality in all circumstances of the Client of confidential or sensitive nature. The duty of confidentiality applies to personnel and others acting on behalf of Adectus in connection with the implementation of the agreement. The duty of confidentiality applies during the execution of the assignment and after the mission has been completed. The duty of confidentiality does not apply where Adectus is required to provide information by law or by legal action from the public authority.

B2B

The contractor agrees that all services provided by Adectus are to be regarded as B2B (business to business) and that specific provisions for consumer purchases will not be used.

DEROGATIONS

Adectus is not responsible for any consequences arising from public regulations, strikes, lockouts, war or other circumstances beyond Adectus’ control.

MISPRINTS

Adectus reserves the right to print errors on web pages, brochures and other material.

DISPUTES

Disputes shall first and foremost be settled through negotiations. Disputes that may arise belong to the ordinary courts, with Estonia as jurisdiction. Any disputes that may arise shall be assessed in accordance with Estonian legislation.
Tallinn 2016-07-01. Updated with GDPR 2018-05-24. Updated 2020-03-05.