TERMS AND CONDITIONS FOR CORPORATE SERVICES AND WEBSITE USE

GATE TO BALTICS OÜ

Last updated: 24 April 2026

Please read these terms and conditions carefully before using our website and services.

1. Acceptance of Terms

HOW THIS AGREEMENT IS FORMED

A legally binding contract is formed at the earlier of: (a) clicking “I Agree” on our website, or (b) making payment of any invoice issued by GATE TO BALTICS OÜ. No physical signature is required. By either action the Client confirms full agreement with these Terms and Conditions. Legal basis: Art. 9 EU Directive 2000/31/EC • §621 Estonian Law of Obligations Act (LOA) • §80 General Part of the Civil Code Act (GPCCA). Electronic acceptance has identical legal force to a written signature. The Service Provider retains a timestamped record of each acceptance event.

2. Parties and Definitions

“Service Provider” / “Contractor” means GATE TO BALTICS OÜ, registry code 14294695, FIU Licence Nr. FIU000191, registered at Narva mnt 7-652, 10117 Tallinn, Estonia.

“Client” / “Customer” means the individual or legal entity who places an order, clicks the acceptance button, and/or pays an invoice issued by the Service Provider.

“Authorised Representative” means the Service Provider’s employee authorised by the Client to act in the Client’s name during the company registration process.

“Company” means the Estonian private limited company (OÜ) being incorporated on behalf of the Client, or the company for which ongoing services are provided.

“Agreement” means these Terms and Conditions together with the applicable invoice, which together form the complete binding agreement between the Parties.

3. Agreed Services

The Client may order any one or more of the following services separately, or all of them together, as specified in the applicable invoice:

Company registration in Estonia (OÜ), including all required notarial and Business Register procedures;

Virtual office address service for use as the official registered address — initial period of one (1) year from date of company registration;

Contact person service for one (1) year from date of company registration, as required under §631¹ of the Commercial Code for non-resident directors/shareholders.

The Agreement is entered into for an unspecified term with respect to ongoing virtual office and contact person services. Company registration is a one-time service.

Renewal of virtual office and contact person services is subject to a separate renewal invoice.

The Service Provider does not guarantee acceptance of any specific company name by the Estonian Business Register. The Client shall provide at least three name alternatives.

4. Authorisation of the Service Provider

Following acceptance and payment, the Client undertakes to provide a written power of attorney without undue delay, authorising the Service Provider to represent the Client during company registration.

Under written Client instructions, the Authorised Representative may also grant a power of attorney to third parties where necessary for performance.

The authorisation is valid until expiry or termination of the Agreement.

5. Rights and Obligations of the Client

5.1 The Client is obligated to:

Ensure that all information submitted in the Company Formation Form (onboarding form or KYC) is accurate, complete and up to date; the Client takes full personal responsibility for the correctness of all submitted information;

Inform the Service Provider of all circumstances affecting performance of the Services;

Accept transactions made by the Service Provider in compliance with this Agreement;

Provide timely written instructions when requested; all instructions must be in writing and sent from the Client’s registered email address; oral communications are at the Client’s risk;

Pay all fees in accordance with the invoice and these Terms;

Report without undue delay any changes, assignments or transfers affecting the Company.

5.2 The Client is entitled to:

Receive regular progress updates regarding the Services;

Issue reasonable written instructions and suggestions during performance.

6. Rights and Obligations of the Service Provider

6.1 The Service Provider is obligated to:

Perform the Services in compliance with this Agreement; sub-contractors may be engaged but the Service Provider remains fully responsible;

Follow the reasonable interests and objectives of the Client and act loyally, diligently and with professional skill;

Inform the Client without delay of all material circumstances affecting the Services;

Return all documents and items provided by the Client upon termination;

Keep all Client documents and personal data safe and confidential.

6.2 The Service Provider is entitled to:

Choose its method for performance while respecting agreed terms and the Client’s lawful instructions;

Suspend or refuse Services if outstanding invoices remain unpaid past the due date, and report payment arrears to appropriate state agencies or credit collection agencies in Estonia;

Terminate or refuse a client relationship with any person suspected of illegal activities, money laundering or terrorist financing, or who refuses to provide required information and documentation under the Estonian MLTFPA.

7. Fees and Payment

The fees applicable to each service are as follows:

(a) Company registration with e-Residency card: €450 (includes Estonian state registration fee of €265.00);

(b) Company registration with Power of Attorney: from €1,400 (includes state fee);

(d) Virtual office address and/or contact person service (standalone): €150 per year. Where the Client orders multiple services, the total fee is set out in the invoice.

Prices do not include VAT.

Payment is due by the date specified in the invoice. Payment constitutes acceptance of these Terms.

The Client is obliged to pay the fee even if the Client fails to perform its own obligations or cancels the Agreement after the Service Provider has commenced performance.

If the Service Provider cancels the Agreement before commencing any Services and the Client has fulfilled all its obligations, the Service Provider shall refund any amount paid.

In case of payment delay, the Client shall pay a late-payment charge of 0.5% of the outstanding amount per calendar day of delay (§113 LOA).

All expenses in performing the Services are covered by the fee. No additional expenses will be charged unless separately agreed in writing in advance.

8. AML, KYC and Compliance

The Service Provider holds FIU Licence Nr. FIU000191 and is obligated to comply with the Estonian Money Laundering and Terrorist Financing Prevention Act (MLTFPA) and EU Directive 2015/849 (AMLD4) as amended. Providing false information is a criminal offence.

The Client is the contracting entity and the ultimate beneficial party entitled to exercise shareholder, partner, or board member rights in the Company, even if acting through a third-party intermediary.

The Client guarantees that all instructions provided shall not cause the Service Provider to breach the laws of any country.

The Client guarantees that all information and documents provided are true, correct, complete and demonstrable with documentary evidence upon request.

The Client declares that the resources used to transact business through the Company are of legitimate origin.

The Client declares that, to the best of their knowledge, no portion of the assets, income or activities of the Company or the Client personally originates from trade in arms, drugs or other illegal substances, prostitution, child pornography, money laundering, or any activity illegal in the Client’s country of citizenship, domicile or registered office.

The Client declares that they have never been lawfully convicted of any criminal offence connected with drugs, money laundering, child pornography, human trafficking, arms trading, or any other internationally illegal activity, including where discharge was obtained by amnesty or indemnity.

The Client shall provide identity proofs and other documents to the Service Provider, declaring these have been issued legitimately by authorised persons or agencies.

The Service Provider is entitled to require further information or documentary evidence at any time and is entitled, in cases provided by law, to forward personal data to Estonian police authorities, including the Estonian Financial Intelligence Unit (RAB), if there is any suspicion of money laundering or terrorist financing.

9. Data Protection (GDPR)

Legal basis: GDPR Art. 6(1)(b) • Art. 6(1)(c) • Art. 6(1)(a) • Estonian Personal Data Protection Act (Isikuandmete kaitse seadus)

By accepting these Terms, the Client agrees that GATE TO BALTICS OÜ may process their personal data for the purposes of service provision and Client representation, in accordance with GDPR and the Estonian Personal Data Protection Act.

Where the Client provides personal data of third parties, the Client confirms they have obtained valid lawful authorisation from those parties. The Client is personally liable for this authorisation.

Data subjects have the right to access, rectify, erase, restrict processing of, and port their personal data, and to object to processing (GDPR Chapter III). Requests may be sent to info@gatetobaltics.com.

Personal data will be retained for a minimum of 5 years after termination of the client relationship, as required under Estonian AML legislation (MLTFPA).

10. Liability

The Client agrees to hold harmless the Service Provider, its Authorised Representatives, directors, employees, mandataries and affiliated entities from claims, losses, damages or expenses arising from the Client’s instructions, provided the Service Provider acted in good faith and in the best interest of the Client and the Company.

The Parties shall bear full proprietary liability for damages caused by wrongful non-performance or non-conforming performance under the Estonian Law of Obligations Act.

The Service Provider and the Client are independent contractors. Nothing herein creates a partnership, joint venture, agency or employment relationship.

The Service Provider’s total liability shall not exceed the total fee paid for the specific Service giving rise to the claim, except in cases of wilful misconduct or gross negligence.

11. Force Majeure

Non-performance is not a breach if caused by unforeseeable circumstances beyond a Party’s control (e.g. natural disaster, war, act of terror, strike). Force Majeure does not include economic changes, price increases, or bankruptcy of either Party.

A Party affected by Force Majeure must notify the other Party immediately. The Agreement term is automatically extended by the duration of the event, and the affected Party must minimise damages.

12. Duration and Termination

The Agreement enters into force upon acceptance (click or payment) and remains valid until full performance or termination.

Either Party may terminate with at least 5 days’ prior written notice, or extraordinarily if continued performance cannot reasonably be expected.

Right of withdrawal: As these Services are specifically tailored to the Client’s requirements (company formation is a personalised legal process), the 14-day consumer right of withdrawal under EU Directive 2011/83/EU Art. 16(c) and §481¹ LOA does not apply once performance has commenced with the Client’s explicit prior consent, which the Client grants by accepting these Terms.

Provisions on confidentiality, data protection, payment, and dispute resolution survive termination.

13. Governing Law and Jurisdiction

These Terms are governed by the laws of Estonia without giving effect to any conflicts of law principles.

Any disputes that cannot be resolved by negotiation shall be submitted to Harju County Court, Estonia. The Service Provider also reserves the right to file proceedings in any court where the Client’s registered office or assets are located.

EU consumer note: If the Client is a consumer domiciled in another EU Member State, mandatory consumer protection provisions of that Member State also apply (EU Regulation 593/2008 (Rome I) Art. 6).

14. Miscellaneous

The Parties shall act in good faith and reasonableness (“hea usu põhimõte”, §6 LOA). These Terms, together with the invoice, constitute the entire agreement and supersede all prior agreements on the same subject matter.

The Service Provider may update these Terms by publishing updated Terms on the website with a new version date. Existing clients will be notified by email at least 30 days before material changes take effect.

Neither Party may assign or transfer rights or obligations without prior written consent. Delay in exercising any right does not constitute a waiver. If any provision is found invalid, the remaining provisions continue in full force (severability).

Any amendment requires written form. In any matter not regulated herein, the Parties act in accordance with Estonian law, good morals and established commercial practices.

15. Website Terms of Use

This section governs use of the GATE TO BALTICS OÜ website at www.gatetobaltics.com (the “Website”) and applies to all visitors, whether or not they become clients.

15.1 Use Licence

Permission is granted to temporarily view and download one copy of the materials on the Website for personal, non-commercial, transitory viewing only. This is a licence, not a transfer of title. Under this licence the visitor may not:

modify, copy or reproduce Website materials for any commercial purpose or public display;

use any materials from the Website on another website, platform or publication without prior written consent;

remove any copyright, proprietary notices or branding from Website materials;

use automated tools, scrapers or bots to download, index or copy Website content;

attempt to reverse engineer any software or tools available through the Website.

This licence terminates automatically if any of the above restrictions are violated and may be terminated by the Service Provider at any time. All Website content is protected under the Estonian Copyright Act (§4, §13, §14) and EU Directive 2001/29/EC.

15.2 Website Disclaimer

The materials on the Website are provided on an “as is” basis for general informational purposes only. GATE TO BALTICS OÜ makes no warranties, expressed or implied, and hereby disclaims all implied warranties including, without limitation, implied warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property rights.

Website content — including articles, guides, and general information about Estonian law, accounting and compliance — does not constitute legal, tax or professional advice and should not be relied upon as such. Specific professional advice should always be sought for individual circumstances.

The Service Provider does not warrant that the Website will be uninterrupted, error-free, or free of viruses or other harmful components.

The Service Provider reserves the right to modify or remove Website content at any time without notice.

15.3 Links to Third-Party Websites

The Website may contain links to third-party websites. GATE TO BALTICS OÜ has no control over third-party content and accepts no responsibility for the content, privacy practices or availability of those sites. The inclusion of any link does not imply endorsement.

DECLARATION OF ACCEPTANCE

By clicking “I Agree” on the GATE TO BALTICS OÜ website and/or by making payment of any invoice, the Client confirms that:

they have read and fully understood these Terms and Conditions;

they accept and agree to be legally bound by all provisions herein;

they have read and accepted the GATE TO BALTICS OÜ pricelist;

all information provided in the Company Formation Form is true, complete and accurate;

the Company and all services will not be used for any illegal purpose;

they grant explicit prior consent for the Service Provider to commence performance immediately, waiving the right of withdrawal (EU Directive 2011/83/EU Art. 16(c));

they consent to the processing of their personal data as described in Section 8 and in the Privacy Policy, and they have read and understood the Website Terms of Use in Section 15.

If you have any questions about these Terms and Conditions, please contact us.