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TERMS OF SERVICE

These Terms of Service (“Terms”) govern the use of services provided by Capture Capital OÜ, registry code 16075394, license number FIU000432 (“Capture”, “Service Provider”, “we”, “us”, “our”).

By ordering, accessing, or using any of our services, the client (“Client”, “you”, “your”) agrees to be bound by these Terms.

1. Scope of Services

1.1. Capture provides, among other things, registered address services, licensed contact person services, mail handling, company formation support, registry filing assistance, document support, banking and fintech guidance, e-Residency application guidance, VAT registration support, and notary-based formation services via Power of Attorney (collectively, the “Services”).

1.2. Detailed descriptions of Services, packages, scope, limitations, and pricing are published on capture.ee, app.capture.ee, quotations, order pages, invoices, and, where applicable, separate engagement documents.

1.3. The Services are intended primarily for legal entities, founders establishing an Estonian company, and persons acting in connection with commercial or professional activity.

1.4. Certain Services may be subject to additional service-specific conditions, onboarding requirements, compliance review, or separate written agreements.

2. Contracting Structure and Order of Precedence

2.1. These Terms apply to all Services unless expressly agreed otherwise in writing.

2.2. A Service may be governed by:
(a) these Terms together with the applicable order, package page, quote, or invoice; or
(b) a separate letter of engagement, service agreement, or custom offer accepted by the Client.

2.3. In the event of conflict, the following order of precedence applies:
(a) a separate letter of engagement or service agreement accepted by the Client;
(b) a custom quote, proposal, or invoice accepted by the Client;
(c) the specific service or package description applicable to the ordered Service;
(d) these Terms.

2.4. General website content that is not part of the specific accepted Service does not override these Terms.

3. Eligibility and Client Status

3.1. Services may be ordered only by a person with legal capacity and, where required by the onboarding flow or applicable law, an Estonian personal identification code.

3.2. A Client may be:
(a) an Estonian legal entity;
(b) a founder establishing an Estonian legal entity; or
(c) a person authorized to act on behalf of a legal entity or founder.

3.3. If Services are ordered before a company is registered, the individual placing the order remains personally liable for the ordered Services and related payment obligations until the legal entity is entered into the Estonian Business Register and Capture expressly accepts transfer of the relationship to that legal entity.

3.4. The Client represents and warrants that all information submitted to Capture is accurate, complete, and up to date, and that the person accepting these Terms has authority to do so.

4. Ordering and Formation of Agreement

4.1. Orders may be placed through Capture’s website, app, payment links, custom quote acceptance flow, invoice payment, or another method approved by Capture.

4.2. Before completing an order, the Client is shown or otherwise provided with the applicable fee, billing structure, and selected Service.

4.3. An agreement is concluded when:
(a) payment is successfully completed;
(b) Capture confirms acceptance of the order in writing; or
(c) Capture begins providing the requested Service,
whichever occurs first.

4.4. Capture may refuse to accept any order until onboarding, KYC/AML review, sanctions screening, risk review, or document review has been completed to its satisfaction.

5. AML, KYC, Sanctions, and Risk Policy

5.1. Capture is a regulated service provider and applies risk-based compliance measures, including AML/KYC procedures, sanctions screening, beneficial ownership review, source-of-funds or source-of-wealth review where required, ongoing monitoring, and enhanced due diligence where applicable.

5.2. All Services are conditional upon successful completion of Capture’s compliance review and the submission of all information and documents requested by Capture.

5.3. Capture may request, at any time before or during the relationship, documents or information relating to identity, beneficial ownership, control structure, business activity, transaction purpose, source of funds, source of wealth, tax residence, intended use of the company, counterparties, or any other matter reasonably required for legal or compliance purposes.

5.4. Capture may refuse, suspend, restrict, or terminate Services if:
(a) the Client fails or refuses to complete KYC/AML procedures;
(b) provided information is inaccurate, misleading, inconsistent, outdated, or incomplete;
(c) the Client, beneficial owner, shareholder, board member, representative, or related party is subject to sanctions or other legal restrictions;
(d) the Client is linked to a jurisdiction, activity, structure, transaction pattern, or risk profile that Capture does not accept under applicable law or its internal risk policy;
(e) Capture cannot obtain sufficient comfort regarding the legitimacy, transparency, or compliance profile of the Client or the requested Service; or
(f) applicable law, guidance, supervision, or a competent authority requires refusal or restriction.

5.5. Completion of onboarding, payment, or identity verification does not guarantee acceptance of the Client or provision of Services.

5.6. The Client acknowledges that Capture may be legally prohibited from explaining in full the reasons for certain compliance decisions.

6. Identity Verification

6.1. Capture may carry out identity verification using information technology tools, remote verification methods, third-party providers, registers, databases, and documentary review, as permitted by law.

6.2. Capture may use third-party identity verification and compliance service providers. Data processed may include video, images, identity documents, biometric information, IP address, device or technical metadata, and related audit data.

6.3. Identity verification may be deemed unsuccessful where identity cannot be reliably established, submitted materials appear altered or fraudulent, instructions are not followed, technical integrity is compromised, or the result otherwise does not satisfy Capture’s compliance requirements.

6.4. The Client must follow all onboarding and verification instructions. Capture is not responsible for delays or failures caused by the Client’s failure to do so.

7. Registered Address and Licensed Contact Person

7.1. Registered address and licensed contact person Services are available only subject to successful onboarding, compliance approval, and continued compliance throughout the relationship.

7.2. The registered address may be used only as the legal or registered address of the Client’s Estonian company in the Estonian Business Register, to the extent permitted by law and the agreed Service package.

7.3. The registered address must not be presented, advertised, or used as a physical office, operational location, workspace, place of management, place of actual business activity, meeting venue, or storage location unless expressly agreed otherwise in writing.

7.4. The Service does not include office space, tenancy rights, utility access, occupancy rights, meeting rooms, or any right of physical presence at the address.

7.5. Capture will not provide tenancy documents, utility confirmations, occupancy confirmations, or other documents suggesting physical use of the address unless legally required and expressly agreed.

7.6. If Capture acts as licensed contact person, the Client authorizes Capture to access and review company data, filings, applications, entries, official communications, and related register information to the extent necessary for providing the agreed Services.

8. Mail Handling

8.1. Mail handling is limited to the scope included in the relevant package or separately agreed service.

8.2. Unless otherwise agreed in writing, only official correspondence addressed to the Client’s Estonian legal entity is accepted.

8.3. Personal mail is not accepted or processed.

8.4. Parcels, packages, oversized items, cash-on-delivery items, goods deliveries, and similar items are not accepted unless expressly agreed in writing.

8.5. Mail may be scanned and forwarded electronically. Unless otherwise required by law or agreed in writing, physical originals may be stored for a limited period and then securely destroyed.

8.6. Capture is not responsible for delays, loss, non-delivery, or actions of postal, courier, governmental, or third-party delivery services, except to the extent caused directly by Capture’s wilful misconduct or gross negligence.

9. Company Formation and Registry Services

9.1. Where company formation support is included or separately purchased, Capture assists with the preparation and submission process within the agreed scope.

9.2. Unless expressly agreed otherwise, Capture does not act as a notary, attorney, tax adviser, auditor, bank, or public authority and does not guarantee that a company name, structure, activity, or filing will be approved.

9.3. The Client remains responsible for:
(a) reviewing draft applications and filings before signature or submission;
(b) signing required documents;
(c) paying state fees, notary fees, apostille costs, translation costs, courier costs, and other third-party costs unless expressly included in the agreed price; and
(d) ensuring that proposed activities, structure, and submitted data are lawful and accurate.

9.4. Registry filing assistance covers preparation and support within the agreed scope. Acceptance, timing, and outcome remain subject to the Estonian Business Register, notary, or other competent authority.

10. Banking, Fintech, Accounting, and Related Guidance

10.1. Capture may provide general guidance regarding banking, fintech providers, payment institutions, accountants, or related service providers.

10.2. Any such guidance is informational and does not constitute a guarantee of approval, onboarding, account opening, pricing, or continued access.

10.3. Applications to banks, fintechs, payment institutions, accountants, or other third parties are always subject to those third parties’ own review, requirements, and decisions.

10.4. Unless expressly agreed in writing, Capture does not manage banking applications end-to-end, does not represent the Client before financial institutions as legal counsel, and does not guarantee account opening.

11. Client Obligations

11.1. The Client must:
(a) provide accurate, complete, and current information;
(b) respond promptly to reasonable requests for documents or clarifications;
(c) use the Services only for lawful purposes;
(d) comply with applicable company, tax, sanctions, AML, and other legal obligations;
(e) notify Capture within 7 days of changes to ownership, beneficial ownership, management, contact details, legal representatives, activity, or other risk-relevant matters; and
(f) pay all fees when due.

11.2. The Client must not use the Services for fraud, deception, sanctions evasion, money laundering, terrorist financing, tax evasion, concealment of beneficial ownership, prohibited business, or any unlawful or abusive purpose.

11.3. Resale, transfer, sublicensing, or unauthorized sharing of the Services is prohibited unless expressly agreed in writing.

11.4. The Client must communicate with Capture’s staff in a professional and non-abusive manner. Capture may suspend or terminate Services in case of abusive, threatening, harassing, or offensive conduct.

12. Fees and Payment

12.1. Fees, billing terms, and package scope are shown on the applicable service page, quote, order flow, invoice, or engagement document.

12.2. Fees are payable in euros unless otherwise stated.

12.3. Payments may be processed through third-party payment providers. Capture does not store full payment card details.

12.4. Unless otherwise stated, recurring Services are billed in advance and renew automatically for successive billing periods.

12.5. The Client may cancel renewal by giving notice no later than 7 days before the next renewal date, unless a different notice period is stated in the applicable package or engagement document.

12.6. State fees, notary fees, apostille fees, translation fees, courier costs, and other third-party charges are excluded unless expressly stated as included.

12.7. Capture may suspend Services for late payment.

13. Refunds, Withdrawal, and Early Performance

13.1. Except where mandatory law provides otherwise, fees paid to Capture are non-refundable.

13.2. For Clients acting in connection with commercial or professional activity, no statutory consumer withdrawal right applies unless mandatory law provides otherwise.

13.3. If the Client is a natural person acting as a consumer before a company is formed, any mandatory withdrawal rights under applicable law remain unaffected.

13.4. If a consumer asks Capture to begin performing Services during a statutory withdrawal period, the consumer expressly requests immediate performance and acknowledges that, where permitted by law:
(a) if the Service has been fully performed, the withdrawal right may be lost; and
(b) if the consumer withdraws after performance has begun but before full completion, Capture may charge for the part of the Service already performed.

13.5. Where onboarding, compliance review, drafting, formation preparation, document review, registry preparation, custom advisory work, or other performance has already begun at the Client’s request, Capture may retain or charge a proportionate amount corresponding to work already performed and costs already incurred, to the extent permitted by law.

13.6. If Capture refuses a Client before any substantive Service has been rendered, Capture will refund the amount paid, less any non-recoverable third-party costs. If substantive work has already been performed, Capture may retain or charge a proportionate amount corresponding to work already performed and costs already incurred, to the extent permitted by law.

14. Term and Termination

14.1. Unless otherwise stated, the agreement remains in force until terminated in accordance with these Terms or the applicable engagement.

14.2. Either party may terminate a recurring Service by giving at least 30 days’ notice, unless a different notice period is agreed in writing.

14.3. Capture may terminate or suspend Services immediately if:
(a) AML/KYC requirements are not met;
(b) the Client fails compliance review or becomes unacceptable under risk policy;
(c) fees are overdue;
(d) the Client provides false, misleading, or incomplete information;
(e) the Client breaches these Terms;
(f) the Client’s conduct creates legal, regulatory, compliance, operational, or reputational risk for Capture; or
(g) abusive or threatening behaviour is directed at Capture or its staff.

14.4. Termination does not affect accrued payment obligations or any right to charge for Services already rendered.

14.5. Unless mandatory law provides otherwise, prepaid recurring fees are not refunded on termination.

15. Effect of Termination

15.1. Upon termination of registered address or licensed contact person Services, Capture may cease receiving, scanning, forwarding, or processing mail and may revoke access to the app or client portal.

15.2. The Client must update its registered address and, where applicable, licensed contact person details in the Estonian Business Register within 14 days after termination, unless a shorter period is required by law.

15.3. If the Client fails to remove Capture’s address or contact person details from the register within the required period, Capture may:
(a) notify the Business Register or other competent authority;
(b) require reimbursement of reasonable costs caused by the delay; and
(c) charge a reasonable contractual penalty only if such penalty has been expressly agreed in the applicable package, quote, engagement letter, or service agreement.

15.4. If Capture changes its own registered address used for the Service, it may require affected Clients to update their registry data within a reasonable period notified in advance. Capture will provide reasonable notice and instructions.

16. Changes to Services and Terms

16.1. Capture may amend service descriptions, packages, prices, workflows, or these Terms where necessary due to legal, regulatory, operational, technical, or business reasons.

16.2. Material changes affecting recurring Clients will be notified in advance on a durable medium or through the app, website, or email, normally at least 30 days before they take effect, unless a shorter period is required by law or regulation.

16.3. Continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms, unless mandatory law requires another mechanism.

17. Data Protection and Confidentiality

17.1. Capture processes personal data for contractual, compliance, legal, security, and service-delivery purposes, as described in the Privacy Policy and, where applicable, the Data Processing Agreement.

17.2. Data may be shared with third-party service providers, identity verification providers, notaries, public authorities, subcontractors, registries, and other parties where necessary for service delivery, legal compliance, fraud prevention, sanctions screening, risk management, or the Client’s requested transaction.

17.3. The Client acknowledges that such processing and sharing may be necessary for the provision of the Services, compliance with legal obligations, fraud prevention, sanctions screening, risk management, and the Client’s requested transaction.

17.4. Both parties shall keep confidential non-public information received from the other party confidential, except where disclosure is required by law, regulation, supervision, court order, competent authority, or reasonably necessary for performance of the Services.

18. Intellectual Property and Materials

18.1. All website, app, workflow, template, content, branding, and non-client-specific materials created or provided by Capture remain Capture’s intellectual property unless expressly agreed otherwise.

18.2. Client-specific documents prepared for the Client may be used by the Client for their intended business purpose, but not resold, published, or repurposed commercially without Capture’s consent unless the nature of the document clearly requires otherwise.

19. Liability

19.1. Capture performs the Services with due care and professional diligence appropriate to the nature of the Service.

19.2. Capture is not liable for:
(a) decisions of registries, notaries, banks, fintech providers, payment institutions, or public authorities;
(b) delays caused by the Client or third parties;
(c) indirect, consequential, incidental, reputational, or lost-profit damages;
(d) loss caused by inaccurate or incomplete information provided by the Client; or
(e) interruptions caused by legal obligations, technical issues, fraud prevention, sanctions screening, or compliance review.

19.3. To the maximum extent permitted by law, Capture’s total aggregate liability arising out of or in connection with the Services is limited to the amount of fees paid by the Client to Capture for the relevant Service during the 12 months preceding the event giving rise to the claim.

19.4. Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by law.

19.5. Any claim must be submitted within 6 months after the Client became aware, or should reasonably have become aware, of the basis for the claim, unless mandatory law provides otherwise.

20. Force Majeure

20.1. Capture is not liable for delay, interruption, failure, or non-performance caused by circumstances beyond its reasonable control, including acts of public authorities, changes in law or regulatory practice, sanctions measures, postal or courier disruptions, strikes, cyber incidents, system outages, power failures, war, unrest, natural events, or failures of third-party infrastructure.

20.2. If a force majeure event continues for a prolonged period and materially prevents performance, either party may terminate the affected Service by written notice.

20.3. Unless mandatory law provides otherwise, recurring fees continue during a force majeure event to the extent that the registered address, licensed contact person, or other ongoing compliance-related Service remains active. If a force majeure event materially prevents delivery of a specific Service for a prolonged period, Capture may suspend, adjust, or credit fees for the affected Service at its reasonable discretion.

21. Indemnity

21.1. The Client shall indemnify and hold Capture harmless from losses, claims, penalties, costs, and liabilities arising from:
(a) the Client’s unlawful use of the Services;
(b) false or misleading information provided by the Client;
(c) breach of these Terms;
(d) misuse of the registered address, contact person service, or related infrastructure; or
(e) the Client’s non-compliance with applicable law.

22. Governing Law and Dispute Resolution

22.1. These Terms and any dispute arising from them are governed by the laws of Estonia.

22.2. The parties shall first attempt to resolve disputes through good-faith negotiations.

22.3. If no resolution is reached, disputes shall be submitted to Harju County Court, unless mandatory law provides otherwise.

23. Contact Information

23.1. The Service Provider is:
Capture Capital OÜ
Registry code: 16075394
License number: FIU000432
Email: info@capture.ee

23.2. Capture may send notices to the Client by email, through the app, or to the contact details last provided by the Client. The Client is responsible for keeping contact details current.

Last updated: 13.03.2026