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CdM Corporate Services OÜ
General Terms and Conditions
These general terms and conditions of business set out important information regarding CdM Corporate Services OÜ (hereinafter: CdMCS) engagement as a service provider to the Clients (as defined below).
1. Definitions and Interpretation
1.1. In these general terms and conditions of business, and this Agreement generally, the following words and expressions shall, unless the context otherwise requires, have the following meanings:
Agreement means the agreement between CdMCS and the Client which is contained in these general terms and conditions of business and the Engagement Letter (as the same may be amended, supplemented or varied from time to time by CdMCS) and forms the basis of the contract between CdMCS and the Client;
Application Form means the company information sheet and application form issued by CdMCS to the Client for completion in relation to this engagement;
Authorised Person means an agent of the Client, a person authorised by the Client to give instructions, recommendations or requests to CdMCS in relation to the Client or the Services, or where the context requires or permits a person authorised by the Client to give instructions, recommendations or requests to CdMCS in respect of the Client or the Services;
Client means the person who hereby instructs CdMCS to provide the Services to the Client;
Company means the corporate body or corporate bodies under the Client’s beneficial control to which CdMCS provides the Services;
Customer Due Diligence Information means information and/or documentation which CdMCS may reasonably require from time to time for the purposes of ensuring that CdMCS complies with Estonian law or applicable law in any other relevant jurisdiction which requires CdMCS to establish, maintain or operate measures to prevent money laundering or the financing of terrorism;
Engagement Letter means the letter entered into between CdMCS in connection with the provision of CdMCS Services and as may be amended from time to time;
Fees means the fees set out in the Engagement Letter as may be varied from time to time;
Indemnified Person means CdMCS its group companies and each of their employees, agents, officers and servants from time to time (including former employees, agents, officers and servants);
Invoice means an invoice, fee note or similar request for payment issued by CdMCS;
Professional Fees means professional fees and disbursements including, without limitation, any legal, accounting or other fees incurred by CdMCS in any jurisdiction;
Reportable Information means such information as CdMCS determines or Estonian law requires in relation to applicable international reporting obligations and/or best practice including, for example but without limitation, information on the Client and others regarding residence, domicile, transactions, source of funds, value of investments and assets, relationships;
Services means the services listed in the Engagement Letter as may be amended, varied, extended or reduced from time to time;
1.2. A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Where more than one person has an obligation or liability under this Agreement, their obligation or liability shall be joint and several.
1.4. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.5. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.6. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time.
1.7. Headings shall not affect the construction of a clause in this Agreement.
2. Services
2.1. At the Client’s request, CdMCS agrees to provide the Services to the Client, subject to prompt payment of CdMCS’s Fees. CdMCS agrees to observe all obligations imposed on the Client by all relevant authorities and make all records available as required by law or authorised by the Client.
2.2. The provision of the Services is governed by the terms of this Agreement, Estonian law and CdMCS’s internal procedures including, without limitation, CdMCS’s anti-money laundering and counter terrorism financing procedures (as amended from time to time).
2.3. The Client acknowledges and hereby agrees that CdMCS is under no obligation to monitor any financial markets (which for the avoidance of doubt extends to crypto currency markets) as part of the Services.
2.4. The Fees and Services under this Agreement may be varied from time to time. Where the Client requests CdMCS to provide additional Services, CdMCS will (where practicable) provide an updated Engagement Letter to the Client. Where this is not practicable the Client agrees that CdMCS may charge Fees for these additional Services based on the prevailing Engagement Letter or such Fees as CdMCS communicates to the Client from time to time.
2.5. CdMCS reserves the right to suspend or refuse to provide any Services and to terminate the Agreement where:
2.5.1. the Client has failed to provide any documentation or information requested by CdMCS;
2.5.2. CdMCS has enquired into any transaction for purposes such as, but not limited to, the prevention of fraud or crime and have not received such information or explanation CdMCS believes to be necessary in the circumstances;
2.5.3. CdMCS suspects that the Client possesses the proceeds of crime;
2.5.4. any requirements of CdMCS’s internal procedures or compliance controls are not satisfied to reasonable satisfaction;
2.5.5. it is in CdMCS interests or the Client’s interests to do so; or
2.5.6. the Client is in breach of this Agreement.
2.6. the Client acknowledges and agrees that where CdMCS provides director services as part of the Services, CdMCS shall have a statutory obligation to maintain the company in good standing and the Client therefore authorises CdMCS to make payments from any monies held by CdMCS on behalf of the company in this regard where such costs have not been met by the Client.
2.7. The Client acknowledges and agrees that CdMCS may, directly or through an intermediary, instruct a third party contractor to carry out some or all of the Services, as applicable. In such circumstances, CdMCS shall pay the fees and charges of any third party contractors on the Client’s behalf and the Client hereby undertakes to fully reimburse CdMCS in this respect. CdMCS will take reasonable care in selecting and instructing a third party contractor in this regard. However, the Client hereby accepts and acknowledges that CdMCS has no control over the activities of a third party contractor and therefore accepts no responsibility for the services or level of services provided by such third party contractors, or for any errors or omissions in their services, work or products.
3. Instructions and Communication
3.1. CdMCS is hereby authorised, but are not obliged, to rely upon or to act in accordance with any instruction which may from time to time be or purport to be given in writing, telephone or electronic mail by the Client or any Authorised Person. the Client hereby agrees that CdMCS may make such enquiries as CdMCS deems necessary in order to ascertain the authority or identity of the person or entity giving or purporting to give such instructions.
3.2. The Client agrees that CdMCS may communicate with the Client and any Authorised Person by post, courier, delivery service, email (including unencrypted email), video conference, fax or telephone (including VoIP, Skype or similar). CdMCS shall have no liability for any loss, damage or liability incurred by the Client by reason of the use of email (whether arising from viruses or otherwise) and the Client hereby release CdMCS from any such liability. The Client agrees that CdMCS routine and standard method of communication is by email.
3.3. The Client hereby agrees to indemnify CdMCS against all losses, claims, actions, proceedings, demands, damages, costs and expenses incurred or sustained by CdMCS, howsoever arising, in connection with, or in relation to, any such instructions or requests given by, or purported to be given by the Client or any Authorised Person.
3.4. CdMCS shall not be liable to the Client or any other person for any loss, damage or expense incurred directly or indirectly as a result of a delay by CdMCS in acting on the Clientäs or, if relevant, any Authorised Person’s instructions, requests or recommendations unless such delay was caCed by CdMCS’s wilful default or fraud. For the avoidance of any doubt, a delay in acting on any instructions, requests or recommendations shall not amount to wilful default.
3.5. CdMCS shall not be liable to the Client or any other person for any loss, damage or expense incurred directly or indirectly as a result of CdMCS acting on the Client’s or, if relevant, any Authorised Person’s instructions, requests or recommendations unless such loss was caused
4. Fees and Charges
4.1. CdMCS will charge Fees for the provision of Services and the Client agrees that CdMCS is entitled to charge Fees.
4.2. The Client covenants and agrees to be responsible for the prompt payment of (a) CdMCS’s Fees, together with any applicable taxes and all disbursements (Fees, taxes and disbursements are together referred to as “Fees & Disbursements”) which CdMCS incurs in relation to the Services and (b) any other sums which CdMCS is entitled to charge under the terms of the Agreement. The Client agrees that the Client is liable for all such amounts as a principal debtor and that the Client has received consideration for, or in respect of, such amounts.
4.3. CdMCS will raise periodic invoices for Fees & Disbursements and any other sums due under the Agreement. Invoices are due and payable according to the payment terms seti in such invoices.
4.4. CdMCS may increase or vary any of the Fees and charges from time to time and, where CdMCS does, CdMCS will notify the Client of any such change by email, telephone, fax or in writing. CdMCS may request the Client to provide prepayment or deposit on account towards fees and disbursements.
4.5. CdMCS reserves the right to exercise a lien over any documents, files or assets belonging to the Client which may be in CdMCS’s possession, in respect of any and all outstanding Fees & Disbursements.
4.6. CdMCS will charge for any work carried out even if the transaction or matter does not proceed to completion or as envisaged.
4.7. In the event that any invoice is outstanding, CdMCS reserves the right to charge interest on all overdue amounts at a rate of 0,05% per day of the invoice until paid.
4.8. CdMCS reserves the right not to action any request from the Client, including inter alia a request for transfer, exit or strike off or fulfil any Services until all Fees & Disbursements, or any other applicable fees arising under this Agreement have been paid in full.
5. The Client’s Tax/Legal Compliance
5.1. To the extent the legal or tax advice is not provided by CdMCS, the Client hereby warrants and confirms that the Client has obtained independent tax and other financial advice (including in relation to any reporting, filing or disclosure obligations which apply to the Client) prior to entering into this Agreement. The Client agrees to keep such advice up to date by periodic review. The Client agrees that it is the Client’s responsibility to obtain independent professional advice on the suitability of any structure which CdMCS administers on the Client’s behalf or any Service CdMCS provides to the Client.
5.2. The Client warrants and represents that the Client currently, and in the future will continue to, comply with all legal and taxation obligations applicable to the Client under the laws of the jurisdiction in which the Client is resident/domiciled or any other relevant jurisdiction including, without limitation, all reporting and filing obligations to any tax or governmental authority in relation to the Client’s interest in, ownership of or relationship with the company or any structure CdMCS administers or provide services to at the Client’s request.
6. Information & Automatic Exchange of Information
6.1. The Client represents and warrants that the information contained in the Application Form and any other information that the Client has provided to CdMCS is accurate and complete and is not misleading in any way. The Client hereby confirms that the Client is acting solely as principal and not as agent for any other persoon, unless expressly advised to CdMCS.
6.2. The Client shall, in advance, inform CdMCS immediately in writing of any proposed changes to the shareholding or to the ultimate beneficial ownership of the Company and of any changes or dealings in relation thereto (whether by transfer or grant of option or agreement to do so or otherwise). Such notification must take place before any change is made or agreed. CdMCS shall not be obliged to recognise any purported change in legal or beneficial ownership without being in receipt of proper notice in writing and receipt of all necessary due diligence to meet CdMCS’s legal or regulatory requirements and obligations.
6.3. The Client shall inform CdMCS immediately in writing of any changes to the Client’s details or activities as given either in the course of application for business or at any subsequent date. This obligation relates to information including, but not limited to, any change of name, address or contact details, and if the Client is a company, a partnership, a trust or an unincorporated association, any material change in the Client’s constitution or equivalent or any change in the composition, identity or addresses of parties connected to the Client’s entity such as officers, beneficial owners, controllers and beneficiaries as applicable, and to provide CdMCS with documentary evidence of the change on request.
6.4. Without prejudice to clauses 6.2 and 6.3 above, the Client and the Company agree to provide CdMCS, as soon as reasonably practicable following a request, with all information and/or documentation which CdMCS may reasonably require from time to time for the purposes of ensuring that CdMCS complies with Estonian law or applicable law in any other relevant jurisdiction which requires CdMCS to establish, maintain or operate measures to prevent money laundering or the financing of terrorism.
6.5. The Client acknowledges and agrees that upon the implementation into Estonian law or other information exchange agreements between Estonia and other countries from time to time (whether based on bilateral agreements or multilateral global initiatives), CdMCS may be required to collect Reportable Information and to disclose Reportable Information to foreign tax or governmental authorities either directly or via the Estonian Government. CdMCS obligation to obtain, disclose and exchange Reportable Information could extend beyond the ultimate beneficial owner of the Company to other relevant parties such as the directors, minority shareholders and persons who receive payments from the Company. The Company and the Client hereby agree to hold CdMCS and each Indemnified Person harmless in respect of any collection or disclosure of Reportable Information, including fully indemnifying CdMCS for any costs and expenses (including legal or other professional fees or expenses) incurred or sustained by CdMCS, howsoever arising, in connection with, or in relation to, any collection or disclosure of Reportable Information.
7. Rights of Third Parties, Entire Agreement & Variation
7.1. No person other than a party to this Agreement, their successors and permitted transferees or assigns, shall have any right to enforce any of its terms unless CdMCS expressly agrees in writing to such third party rights.
7.2. This Agreement constitutes the entire agreement between the parties in relation to the provision of services to the Company and supersedes any and all prior agreements or understandings between the parties.
7.3. CdMCS reserves the right to amend the Agreement and CdMCS general terms and conditions of business in whole or in part, at any time without the Client’s, or the Company’s, prior consent. The Client agrees that any amendment to CdMCS’s general terms and conditions of business on CdMCS website at http://corporateservices.ee/ (the “Site”) will be effective as of the date of the amendment by being posted on the Site and this shall constitute adequate and constructive notice to the Client of any changes. The Client’s continued use of the Services following any amendment of general terms and conditions on the Site will constitute binding acceptance of such modifications under the Agreement.
8. Termination
8.1. This Agreement may be terminated by the Client, the Company or CdMCS on giving 30 days written notice (or such shorter notice as the parties may agree to accept) to the other parties whereupon, but subject to clause 8.2, this Agreement and the obligations of the parties (save in respect of antecedent breaches) cease and terminate.
8.2. Subject to clause 8.7, where this Agreement has been terminated by the Client or the Company under clause 8.1 above, the obligations of the parties shall not terminate unless and until the Company has been duly transferred to a suitable alternative service provider.
8.3. CdMCS shall be entitled (but not obliged) to terminate this Agreement with immediate effect by notice in writing in the event that:
8.3.1. the Client or the Company commits any material breach of the Client’s obligations under this Agreement or under any other agreement between the parties and has failed to remedy such breach within a reasonable time, if such breach is capable of being remedied;
8.3.2. the Client or the Company goes into liquidation (except for the purpose of a bona fide solvent amalgamation or re-organisation) or is declared bankrupt or a bankruptcy petition is presented against the Client or the Company or a receiver or administrator is appointed in respect of the Client or the Company, or anything analogous to any of the foregoing occurs in relation to the Client or the Company under the law of any jurisdiction;
8.3.3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up, provisional liquidation, liquidation, receivership or voluntary arrangement of the Client or the Company, other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or a solvent reconstruction;
8.3.4. the Client or the Company suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
8.3.5. CdMCS reasonably determines that the performance of this Agreement is or will in the future constitute, or is found by a court or other competent authority to be a material or persistent breach of any applicable law or regulation, or that the performance of this Agreement has caused, or may in the future cause, damage to CdMCS’s reputation;
8.3.6. any legal proceedings are commenced against the Company (including any injunction or civil, criminal, tax, securities or other investigation or proceedings in any jurisdiction);
8.3.7. the Client or the Company fails to provide within a reasonable period of time all Customer Due Diligence Information reasonably requested by CdMCS;
8.3.8. any invoices raised by CdMCS remain unpaid 60 days after isuse.
8.4. Termination shall be without prejudice to any rights or liabilities of any party either arising prior to, or after, termination.
8.5. In the event of termination, any applicable annual charge levied by CdMCS will not be pro-rated or refunded.
8.6. Upon the effective termination of this Agreement, CdMCS shall deliver to the Client or to whom it may direct all books of account, correspondence and records relating to the affairs of the Client which are the property of the Client and which are in CdMCS’s possession. CdMCS shall be entitled to take copies if CdMCS so wishes.
8.7. If the Client fails to appoint a suitable alternative service provider in respect of the Services CdMCS provides to the Client or the Company within 45 days after notice of termination is served under clause 8.1 or within 7 days of the termination taking effect if notice of termination is served under clauses 8.3.1 - 8.3.8., CdMCS shall be entitled immediately thereafter to resign from all positions and to cease providing the Services notwithstanding that such resignation or cessation of Services may leave the Company without the requisite officers, registered agent, nominated officer, registered office and authorised contact person.
8.8. In the event of termination of this Agreement, CdMCS shall be entitled to transfer any shares held by CdMCS or any CdMCS Group Company (e.g. a nominee shareholder) into the name of the person listed as beneficial owner unless the Client has given lawful instructions to the contrary and complied with any applicable anti-money laundering or regulatory requirements within 14 days of termination in respect of a clause 8.1 termination or 7 days of termination in respect of a termination under clause 8.3.1 - 8.3.8..
8.9. In the event that, following termination of this Agreement, a suitable alternative service provider is not nominated by the Client and/or CdMCS is obliged by law to continue providing the Services, such provision of Services shall continue to be governed by the terms of this Agreement and the Client and the Company shall remain liable for the payment of Fees in accordance with this Agreement.
8.10.To the extent that Estonian law requires a longer period of notice of resignation from any position than the period set out in this Agreement, that longer period shall apply to this Agreement.
8.11.For the purposes of this clause 8, a “suitable alternative service provider” shall mean a person licensed by a relevant regulator to provide the relevant Services or any other person CdMCS deems suitable at CdMCS’s sole discretion (such as the Client, if considered appropriate).
9. Indemnity & Limitation on Liability
9.1. CdMCS shall not be liable (whether under the express or implied terms of this Agreement, or in negligence, or at common law or in any other way) for any loss, damage or expense howsoever suffered by the Client, the Company or any other person in connection with, or in relation to, the Services, or any act or omission of any Indemnified Person unless such loss, damage or expense arises from the gross negligence, wilful default or fraud of an Indemnified Person.
9.2. CdMCS shall not be liable for any loss, damage or expense howsoever suffered by the Client, the Company or any other person arising directly or indirectly from any act or default of any other person. For the avoidance of any doubt, but without limitation to the generality of the foregoing, CdMCS shall have no liability to the Client or any other person for any loss, damage or expense suffered by the Client, the Company or any other person which is caused directly or indirectly by the default, failure, collapse, insolvency, restructuring or any other act or omission of any third party contractor, bank, investment manager, agent, nominee, contract counterparty, issuer of any asset or investment held by the Company, financial advisor or other relevant party and whether the loss arises from a loss of funds, assets, title documents, change in legislation or otherwise.
9.3. CdMCS shall not be liable for any loss, damage or expense howsoever suffered by the Client, the Company or any other person as a result of any event outside CdMCS’s control (for example, but without limitation, an agent or third party failing to act on CdMCS’s or the Client’s instructions, interruption or delay in the performance of contractual obligations caused by strike, industrial action, systems failure or terrorism).
9.5. CdMCS shall not be liable for any loss, damage or expense howsoever suffered by the Client, the Company or other person as a result of any statement made in any forum which implies that the Company is undertaking, or proposes to undertake, any activities which are potentially licensable or subject to regulation, in whatsoever jurisdiction, of which of which CdMCS has no knowledge.
9.6. The Client and the Company hereby agree to indemnify each Indemnified Person against all costs, expenses, Professional Fees, damages, claims, losses and liabilities howsoever incurred by any Indemnified Person, whether directly or indirectly, in relation to directly or indirectly:
9.6.1. the Client’s or the Company’s non- compliance with this Agreement;
9.6.2. any civil or criminal enquiry, investigation, prosecution, regulatory action or similar action in any jurisdiction (whether or not proceedings have been commenced) into (a) the Client, (b) any person associated with the Client, (c) any person associated with the Company or (d) the Company, provided that such indemnity shall not cover any costs, expenses, damages, claims, losses or liabilities incurred solely as a result of CdMCS’s gross negligence, fraud or wilful default.
9.7. Notwithstanding lauses 9.1. to 9.4. of this Agreement, this Agreement does not purport to exclude CdMCS’s duty to the Client to act with skill, care and diligence (or any liability to the Client arising therefrom), nor does this Agreement purport to exclude CdMCS’s duty to comply with Estonian law or any rules or directions made by the relevant Estonian authorities.
9.8. For the avoidance of any doubt, CdMCS shall be entitled to instruct professionals and incur Professional Fees whenever CdMCS believes it is in CdMCS’s or the Company’s interests to do so.
9.9. CdMCS’s maximum liability to the Client, the Company or any third party in respect of this Agreement, the Services and CdMCS’s relationship with the Client and the Company shall be limited to 3 (three) times the amount of the Fees in the preceding twelve (12) months.
10. Confidentiality, Records & Conflicts
10.1.CdMCS is committed to keeping the Client’s private information and the private information of the Company confidential. CdMCS may disclose such information only in the following circumstances:
10.1.1. where CdMCS is compelled to do so by Estonian law or any other relevant legal regulatory requirement or applicable law;
10.1.2. to comply with a court order;
10.1.3. where there is a duty to the public to disclose;
10.1.4. where CdMCS’s interests require disclosure;
10.1.5. where the Company’s interests require disclosure;
10.1.6. where the disclosure is made with the Client’s express or implied consent;
10.1.7. for fraud prevention or crime prevention purposes;
10.1.8. to sub-contractors or persons acting as CdMCS’s agents for the purposes of the provision of the Services; or
10.1.9. to CdMCS group companies.
10.2.The Client hereby consents to CdMCS disclosing any of the Client’s or the Company’s information which CdMCS holds to a foreign governmental or prosecuting authority where, in CdMCS’s opinion, the interests of the Company require disclosure. Unless CdMCS is prohibited from doing so by law, if CdMCS intends to make such a disclosure, CdMCS will give the Client at least 14 days advance notice in writing during which time the Client may object. CdMCS will consider the Client’s objection but shall not be bound by it. The Company and the Client hereby agree to hold CdMCS and each Indemnified Person harmless in respect of any disclosure of information by CdMCS in accordance with this Agreement. For the avoidance of any doubt, CdMCS shall not be liable to the Client or the Company or any other person for any loss, damage or expense incurred directly or indirectly as a result of such disclosure unless such loss, damage or expense was caused by CdMCS’s wilful default or fraud.
10.3.CdMCS will keep the records and documents belonging and relating to the Company for so long as CdMCS is required to do so under Estonian law and in accordance with CdMCS’s internal document retention policy. CdMCS reserves the right to charge for retrieval, copying, couriers and administration time if CdMCS is requested to provide access to, or copies of, CdMCS’s files or the Company’s files.
10.4.From time to time, CdMCS may receive remuneration from a third party in connection with a transaction effected by CdMCS with or for the Client or the Company. Examples of remuneration include brokerage, commissions and referral fees. The Client and the Company hereby consent to CdMCS retaining such remuneration in full unless otherwise agreed in writing.
10.5.CdMCS aims to provide the Clinet with a fully satisfactory service at all times. If, at any time, the Client dissatisfied with CdMCS service, CdMCS would ask the Client to contact CdMCS. CdMCS undertakes to handle any complaints promptly and ensure that any appropriate remedial action is promptly taken, to the extent possible.
11. Data Protection Notice
11.1.The Client acknowledges that CdMCS is or may be a data controller within the meaning of the Estonian Data Protection Act (or any modification or re-enactment thereof) and as such are required to comply with the relevant data protection legislation in all respects. CdMCS will process the Client’s personal data as necessary for the performance of CdMCS’s obligations under this Agreement, for compliance with CdMCS’s legal obligations, to pursue CdMCS legitimate interests or those of a third party (subject to any overriding interests, fundamental rights and freedoms as the Client may have) or, in limited circumstances, where yje Client has given its consent.
11.2.Without prejudice to clause 10., CdMCS and its group companies may use the Client’s information for purposes including, but not necessarily limited to, administration, customer services, crime (including tax evasion) prevention and detection, anti-money laundering, due diligence, verification of identity, underwriting and statistical analysis.
11.3.CdMCS may disclose the Client’s information to any authorised persons, its group companies, service providers, agents, relevant custodians and similar third parties for the purposes set out in clause 11.2 or for other lawful purposes. CdMCS may further disclose the Client’s information if the Client request the transfer of the Company to another service provider, in which case such transfer will be subject to the Client’s express consent.
11.4.CdMCS may keep the Client’s information for a reasonable period to comply with its legal and regulatory obligations, to protect the Client’s vital interests or those of another natural person to exercise CdMCS’s rights under this Agreement or to establish, exercise or defend any potential legal claims. After expiry of such period, CdMCS will only retain the Client’s information to contact the Client about CdMCS’s services or for other direct marketing purposes, subject always to the Client’s explicit consent.
11.5.To help CdMCS to prevent fraud, to check the Client’s identity and to prevent money laundering, CdMCS may search the files of credit reference, due diligence and similar agencies who may record any searches on the Client’s file.
11.6.In order to provide the Services under this Agreement, the Client’s personal data may need to be transferred to recipients in countries outside of the European Economic Area which may not provide an adequate level of protection of the Client’s fundamental rights and freedoms in the context of privacy and data protection of an equivalent standard to that in Estonia or the European Economic Area. In such cases, if CdMCS does need to make such a transfer, CdMCS will take appropriate steps as required by data protection to ensure that appropriate safeguards are in place, and that the Client retain and can enforce the Client’s rights and have effective legal remedies as a data subject. In the absence of such appropriate safeguards CdMCS will seek to rely on any applicable exemption offered under relevant data protection legislation and, where none applies, CdMCS may require the Client’s explicit consent to such a transfer.
11.7.When the Client gives CdMCS information about another person, the Client confirms that they have appointed the Client to act for them, to consent to the processing of their personal data, including sensitive personal data and to the transfer of their information abroad and to receive on their behalf any data protection notices.
11.8.By signing this Agreement or proceeding to instruct CdMCS to provide the Services, the Client agrees to the terms of this data protection notice.
11.9.The Client has a right to receive details of data which CdMCS may hold about the Client if the Client applies to CdMCS in writing.
12. Assignment and Transfer
12.1.The terms of this Agreement shall be binding upon and endure for the benefit of the executors, administrators or successors of the parties but shall not be assignable in whole or in part by the Client without CdMCS’s prior written consent.
13. Governing Law & Jurisdiction
13.1.This Agreement is governed by, and to be construed in accordance with, the laws of Estonia.
13.2.Each of the parties hereby agrees to submit to the exclusive jurisdiction of the Harju County Court in relation to any dispute regarding this Agreement.
14. Acceptance of the terms of this Agreement
14.1.By signing this Agreement, the Client and the Company hereby confirm that they have received, read, understood and agree to be bound by these general terms and conditions and the other terms of the Agreement.
14.2.In the event that the Client and/or the Company fail to sign this agreement but proceed to instruct CdMCS to provide any of the Services to the Client and/or the Company, the Client and the Company will be deemed to have accepted, and be bound by, these general terms and conditions and the other terms of the Agreement.