General Terms and Conditions
1. Application of the General Terms
1.1. These General Terms apply when Target Smart Services OÜ (hereinafter referred to as the “Consultant”) provides services to a natural or legal person (hereinafter referred to as the “Client”) on the basis of a contract or other legal relationship.
1.2. The Terms are valid from 02.03.2023..
2. Service
2.1. “Service” means any activity, including consultations, advisory services, training, calculations, analyses, all telephone conversations with the Client, the Client’s counterparties or other persons during the provision of the service, as well as the review and drafting of documents, contracts, reports, and letters. The service is subject to payment.
2.2. The exact content, description, scope, deadlines, and price of the service shall be agreed separately between the parties. The contract may be concluded orally, in writing, or in any other form between the Consultant and the Client.
2.3. The Consultant shall use its best knowledge and experience in providing the service. The Consultant shall take all reasonable measures to act in accordance with the Client’s best interests. Nevertheless, the Consultant cannot guarantee the achievement of the Client’s desired result and does not bear risks arising, among other things, from changes in laws and practices or decisions of administrative authorities.
2.4. The Consultant’s services shall not be regarded as investment services or investment advice within the meaning of the Securities Market Act and/or the Investment Funds Act, nor as investment recommendations or tax advice. The Consultant shall not be regarded, among other things, as a fund manager, investment or pension fund, or investment firm. The Consultant does not sell investment products or securities to the Client and is not responsible for the consequences of the Client’s investment decisions.
2.5. The Consultant shall not be liable for failure to provide services or improper performance if the Client has not provided the necessary information for the provision of the service.
2.6. The Consultant is not obliged to verify the accuracy and completeness of the information or materials entrusted by the Client. The Consultant is not responsible for the truthfulness of the data provided by the Client or for adverse consequences resulting from incorrect information or the lack of necessary instructions. If the Consultant has commenced providing the service and it becomes apparent during the process that the information provided by the Client is incomplete or incorrect, making the provision of the service impossible, the Consultant shall have the right to receive payment for the services already rendered.
2.7. The parties agree to exchange information electronically. The parties acknowledge the risks associated with electronic mail transmission: messages may be lost, confidential and personal information may be intentionally or unintentionally altered, stolen, or disclosed to third parties. The parties shall not be liable for risks associated with electronic mail transmission.
2.8. Information (including personal data) that becomes known to the Consultant in connection with the provision of the service and which is not publicly available shall be fully confidential.
2.9. Depending on the nature of the service, the Consultant may be required to apply due diligence measures arising from anti-money laundering and counter-terrorism financing legislation. In such a case, the Client is obliged to provide the Consultant with the information necessary for fulfilling such due diligence measures. If the Client refuses to provide the relevant information, the Consultant has the right to refuse or terminate the provision of the service.
3. Liability
3.1. The Consultant shall be liable for breaches of obligations caused intentionally or through gross negligence. The Consultant’s liability is limited to the fee received for the provision of the services, except in the case of intentional breach.
3.2. During the provision of the service, the Consultant may use third-party services. Responsibility for such services lies with the service provider, i.e., the third party.
3.3. The Client is responsible before the Consultant and third parties for fulfilling obligations arising from legislation and the Contract.
4. Validity of the Contract
4.1. The Contract remains valid until the completion of the service.
4.2. The Client has the right to terminate the Contract before the completion of the assignment by giving reasonable prior notice to the Consultant in written form or in a format reproducible in writing.
4.3. Invoices issued for services provided before termination of the Contract must be paid in accordance with the Contract.
4.4. The Consultant may terminate this Contract at any time by notifying the Client at least three working days in advance if, taking into account all circumstances and weighing the interests of both parties, it cannot reasonably be expected that the Consultant continue performing the Contract. The Consultant is not obliged to justify the termination.
4.5. The confidentiality obligation shall remain in force regardless of the validity of the Contract.
5. Applicable Law and Dispute Resolution
5.1. In their mutual relations, the parties shall primarily follow the principles of good faith and reasonableness as well as the laws of the Republic of Estonia.
5.2. Any disagreements and disputes arising between the parties shall be resolved through negotiations where possible. If negotiations fail, disputes shall be resolved in the Tallinn Courthouse of Harju County Court or, in the case of natural persons, also through the Consumer Protection Authority. Consumer complaints may also be submitted through the ODR consumer dispute resolution platform available at http://ec.europa.eu/odr.