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 registered address services, licensed contact person services, mail handling, company formation and registry filing services, including notary-based formation by power of attorney, accounting and tax reporting services, annual report preparation, VAT, EORI and OSS registration support, e-Residency application guidance, consulting on Estonian company, compliance and tax matters, document support, and banking and fintech guidance (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 (together the “price list” where these Terms refer to prices).

1.3. The Services are intended for legal entities, persons establishing an Estonian legal entity, and persons acting in connection with commercial or professional activity. The registered address and contact person Services are provided to a company, existing or being formed, and are not available for a natural person’s own use. The Basic plan includes no formation or filing support. The Standard and Premium plans include the preparation of the company formation application in the e-Business Register for Clients who can sign it with an Estonian digital identity, as described in the price list; the state fee is paid by the Client. Formation through a notary by power of attorney, and formation for persons without an Estonian digital identity, is a separate Service quoted under section 9.

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 natural person establishing an Estonian legal entity; or
(c) a person authorized to act on behalf of a legal entity or of a person under point (b).

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

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.

4.5. An accounting plan starts on the date the payment is completed, which is the start of the first billing month. Capture begins the work once compliance review is complete and confirms this to the Client. Where the plan is ordered together with company formation, the plan runs from the payment date all the same and the work begins when the company is registered.

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.

5.7. Where Capture is required to apply enhanced due diligence to the Client under § 36 of the Money Laundering and Terrorist Financing Prevention Act and accepts the Client, a compliance surcharge applies in addition to the plan fee. The surcharge is stated in the price list, as a monthly amount on monthly plans and a yearly amount on yearly plans, and covers the additional monitoring, review and documentation that the law requires. Capture informs the Client of the surcharge in writing after the risk assessment, and the surcharge is invoiced from the next billing period.

5.8. The Client must answer a request under 5.3 within 14 days. If there is no answer, Capture sends a reminder. If the documents or information have not arrived within 30 days of the request, or the Client refuses to provide them, the law treats this as a material breach (§ 42 (4) of the Money Laundering and Terrorist Financing Prevention Act) and Capture terminates the agreement without notice under 16.6.

5.9. Capture may limit the scope or volume of Services during the initial period of a relationship, for Clients identified remotely, or pending further review, and may extend the scope once the review is complete. For holders of an e-resident digital identity card, Capture may decide whether to provide a Service, limit its scope, require additional documents, or require identification in person, as permitted by the Identity Documents Act.

5.10. Fees must be paid from an account held in the name of the Client, of a board member or beneficial owner of the Client known to Capture, or of another person whose relationship to the Client Capture has verified and accepted in advance. Capture may refuse a payment made by any other person, return it to the payer less the costs of the return, and treat the fee as unpaid until paid from an accepted account.

5.11. Capture reviews the information held about each Client periodically, at intervals depending on the Client’s risk profile, and whenever an event indicates that the information may have changed. The Client must respond to a review request within the time stated in 5.8.

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. Capture may issue a confirmation that the Client uses Capture’s registered address service. The confirmation is not a lease, a utility bill or proof of a trading address or of physical presence, and Capture does not warrant that a bank, payment institution or other third party accepts it.

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.

7.7. A yearly plan runs from the payment date, which is the start of the first billing period on the receipt. It runs whether or not the company has been registered or the address has been entered in the register. Capture activates the Service after compliance review, and from then on the Client may use the address in the formation application. Time before registration or entry is not added to the plan period. For a plan included in the Launch Package (9.8), the first year starts when Capture activates it after the e-Residency decision.

7.8. The contact person entry in the Estonian Business Register carries a term. While the plan is active Capture prepares the renewal of the entry and any amendment of the address or contact person data in the register, and the Client signs the application in the register and pays the state fee shown there. Capture signs its own consent. The Client remains responsible for submitting the application and for the data it contains.

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 is scanned and forwarded to the account email at the frequency stated in the plan. 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 willful 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, the notary, the e-Residency program or other competent authority. Capture does not promise a registration date. No fee is reduced or refunded because a registry, notary or e-Residency date is missed, unless the delay was caused by Capture’s own fault.

9.5. Where the company is formed through a notary by power of attorney, Capture prepares the power of attorney and the formation documents, explains the notarization, apostille and translation requirements, books the notary and represents the Client at the appointment within the agreed scope. The notary decides independently whether to perform the act. Capture’s fee remains payable in full if the notary declines or requires changes for reasons on the Client’s side, if the Client does not sign, does not appear or does not deliver the documents in the required form, or if the power of attorney must be redone because of information the Client gave. In those cases each further appointment, redraft and third-party cost is charged according to the price list, including the notary’s fee for the draft under § 30 of the Notary Fees Act where the act does not take place. A change between the power of attorney route and an in-person appointment caused by the Client’s notary, documents, nationality or jurisdiction does not reduce the fee; the added coordination, appointments and third-party costs are charged according to the price list. Changes to the company name, shareholders, board members, share capital or documents after the quote is accepted are charged according to the price list or at the hourly rate in 11.2.

9.6. If the Client does not act on a request from Capture for 30 days, Capture sends a reminder. If nothing happens within 30 days after the reminder, Capture may close the order. The fee paid is kept for the work done and the costs incurred; third-party costs that Capture has not yet incurred are returned. Continuing later requires a new order at the price then in force. A consumer’s mandatory rights under section 15 remain unaffected.

9.7. The formation fee is earned when Capture starts the compliance review and the preparation of the documents. From that moment it is not refunded, including where the notary, the Estonian Business Register, the e-Residency program or another authority declines the application or the Client decides not to proceed, subject to section 15.

9.8. The Launch Package covers guidance on the Client’s e-Residency application, help with the Police and Border Guard Board’s follow-up questions, preparation of the formation application while the e-Residency application is pending, filing once the digital identity is active, and the first year of the plan named in the price list. The Client submits the e-Residency application personally and is responsible for the truth of its content. The decision belongs to the Police and Border Guard Board alone; Capture does not influence it. The state fees for e-Residency and for registration are paid by the Client to the state. The package fee is earned when the guidance starts. It is not refunded if e-Residency is refused or the Client does not proceed. If e-Residency is refused, the included plan does not start and nothing further is charged.

10. Accounting and Tax Reporting Services

10.1. Capture provides accounting and tax reporting with its own staff and is an obliged entity under the Money Laundering and Terrorist Financing Prevention Act in doing so. The plans, their included volume (number of source documents per month, employees, bank accounts and other limits), the tax returns and other filings they cover, and the additional services available are described in the price list.

10.2. The plan fee is a fee for keeping the plan active and the agreed capacity available to the Client. It is due for every billing month in which the plan is active, whether or not the Client submits documents, has transactions or uses the included capacity in that month. Unused capacity does not carry over to a later month and is not refunded.

10.3. Plans are billed monthly in advance to the payment method stored by the Client. The fee for a billing month is earned when the month starts. No prepayment of several months is required.

10.4. The Client may end the plan at any time with effect from the end of the current billing month, but not earlier than the end of the third full billing month after the plan starts under 4.5. Notice given through the app, the payment provider’s customer portal or by email before the end of a billing month ends the plan at the end of that month. Capture may end the plan with 30 days’ notice to the end of a billing month, and without notice in the cases stated in 5.8 and section 16.

10.5. Where the plan is ordered together with company formation, the formation fee stated in the price list is waived. The waiver is granted on the condition that the plan remains active to the end of the third full billing month. If the plan ends before that for any reason other than Capture’s breach, the waived formation fee becomes due for the formation work already performed and Capture charges it to the stored payment method. This is a fee for work performed, not a penalty.

10.6. For each calendar month the Client delivers all source documents of that month to Capture by the 7th day of the following month, through the channel Capture designates. Source documents are sales and purchase invoices, receipts, contracts, payroll data, the bank statements of every account the company holds, and any other document needed to record a transaction, with the explanations Capture asks for. The Client grants Capture the access rights in the Estonian Tax and Customs Board’s e-services and in any other system the agreed filings require, and keeps them in force while the plan is active. The Client answers Capture’s questions about transactions within 7 days.

10.7. Capture prepares the records and filings from the documents and access it has received by the deadline in 10.6. Documents received later are recorded in the next period. If a filed return has to be corrected because of them, the correction is charged according to the price list. Where documents or access are missing, Capture may file on the information available, file a nil return or refrain from filing, and informs the Client. Capture is not liable for interest, penalties, fines, deletion warnings, rejected filings or other consequences of documents or information that were late, missing, incomplete or incorrect, or of access that was not granted or was revoked. The Client’s management board remains responsible under the Commercial Code and the Accounting Act for the existence and delivery of the documents and for the timely filing of the annual report.

10.8. Documents above the volume included in the plan are charged per document according to the price list, and other services outside the plan (registrations, additional employees or accounts, corrections, retrospective work) are charged according to the price list or an agreed quote. Where the Client’s volume exceeds the plan for two consecutive months, Capture may propose the next plan; the change takes effect only with the Client’s agreement or under 14.9.

10.9. Capture does not decide, approve, initiate or release any payment of the Client and does not hold or control the Client’s funds or accounts. Capture prepares entries, returns and, where agreed, payment files; every payment is confirmed and initiated by the Client. Taxes and other amounts due to authorities are paid by the Client.

10.10. The annual report is included in the plan when the plan is active on the date Capture prepares the report, in the months after the end of the financial year according to Capture’s schedule. The report covers the periods for which Capture kept the accounts or received complete and reconciled records from the previous accountant. If the plan is not active on that date, the report is available as a separate service at the price list price. Capture prepares the financial statements. The management report and the approval of the report are the responsibility of the Client’s management board and owners. Capture sends the draft for review; the Client approves it or raises comments within 14 days of receipt. The Client submits the report, or authorizes Capture to submit it, by the statutory deadline. If the Client’s approval or documents arrive late, the deadline and its consequences, including deletion from the register under the Commercial Register Act, remain the Client’s.

10.11. Tax returns are filed on the Client’s behalf and on the Client’s instructions, on the basis of the documents and information the Client provides. The Client remains the taxpayer and is responsible for the correctness of the underlying facts, for the lawfulness of its transactions and for paying the taxes assessed. Capture does not advise on the structuring of individual transactions beyond ordinary accounting and tax reporting unless a consultation under section 11 is agreed.

10.12. If an invoice is overdue by more than 7 days, Capture may suspend the accounting work after notice to the Client. During suspension no entries are made and no returns or reports are filed, the plan remains active and billable unless terminated, and work resumes after payment. If the invoice remains unpaid 14 days after its due date, Capture may end the plan with immediate effect. Capture is not liable for the consequences of missed deadlines during a suspension.

10.13. When the plan ends, Capture completes the records and the filings for the last full billing month for which it received the documents, provided that all invoices are paid. Source documents belong to the Client and are available to the Client at any time. Capture hands over its work product (ledger export, trial balance, filed returns and reports) within 14 days after the last invoice is paid. Capture keeps copies of documents and data for the periods required by the Accounting Act and the Money Laundering and Terrorist Financing Prevention Act. After handover, the retention of the company’s accounting records for the statutory seven years is the Client’s duty.

10.14. Where Capture takes over the accounts from a previous accountant, the Client must deliver complete records for the earlier periods (ledger, balances, fixed asset register, filed returns and reports). Capture is not responsible for errors in periods it did not keep. Bringing earlier periods into order is charged at the hourly rate in 11.2; any estimate of the hours is given on the information available and is not binding, because the volume becomes known only during the work.

11. Consulting and Advisory Services

11.1. Capture provides consultations on Estonian company law, compliance and reporting obligations, tax residency and VAT questions, company and ownership structures and related matters within the scope permitted by law. Capture is not a law firm, does not act as sworn advocate and does not represent the Client in court, administrative or tax proceedings unless separately agreed in writing.

11.2. Consultations are charged by time at the hourly rate in the price list, in units of 15 minutes with a minimum of 30 minutes, or at a fixed fee stated in an accepted quote. Preparation, research and written follow-up count as time. An estimate of the time is not binding unless the quote says so; where a fixed fee is agreed and the scope turns out to be wider, Capture informs the Client before the additional time is incurred.

11.3. A written consultation is paid in advance at the quoted fee, and the fee is earned when Capture has sent its questions to the Client or started the work. Follow-up questions are included only within the period stated in the quote. A booked call that the Client cancels less than 24 hours before the agreed time, or does not attend, is charged at the agreed fee.

11.4. Advice is given on the facts and documents the Client provides and on the law in force on the date it is given. The decision whether and how to act on it is the Client’s. Capture does not guarantee that an authority, notary, bank or other third party will accept a position or application prepared on the basis of the advice. Capture keeps a record of the time spent and provides a summary on request.

11.5. Capture does not create or advise on transaction or ownership structures that have no clear business reason and serve to hide ownership or the nature of a transaction, and may decline a consultation on that ground without stating further reasons.

12. Banking, Fintech, and Third-Party Guidance

12.1. Capture may provide general guidance regarding banking, fintech providers, payment institutions, or other third-party service providers.

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

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

12.4. 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.

13. Client Obligations

13.1. The Client must:
(a) provide accurate, complete, and current information;
(b) respond to requests for documents or clarifications within the time stated in these Terms, and otherwise within 14 days;
(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;
(f) pay all fees when due, from an account accepted under 5.10;
(g) keep in force the access rights that the agreed Services require; and
(h) keep its registered address, contact person and other register data current.

13.2. 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.

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

13.4. 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.

14. Fees and Payment

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

14.2. Fees are payable in euros, or the equivalent shown at checkout, unless otherwise stated. Prices are stated without VAT, and VAT is added at the rate in force where the law requires it. State fees that Capture pays on the Client’s behalf are passed on at cost without VAT.

14.3. Payments are processed through third-party payment providers, which store the Client’s payment method; Capture does not store full payment card details. By storing a payment method the Client authorizes Capture to charge it for the recurring fees of the Services ordered, the formation fee under 10.5, the compliance surcharge under 5.7, invoiced fees under 10.7 and 10.8, and invoiced amounts still unpaid 7 days after a reminder. Capture notifies the Client of every charge that is not a recurring plan fee, before or when it is made.

14.4. Monthly plans are billed in advance for each billing month and renew monthly. Yearly Services are billed in advance for each year and renew automatically for successive yearly periods.

14.5. A monthly plan ends under 10.4. A yearly Service may be canceled with effect from the end of the current period by notice given before the renewal date, unless a different notice period is stated in the applicable package or engagement document.

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

14.7. Capture may suspend Services for late payment after notice to the Client. For accounting plans 10.12 applies, for yearly Services 14.11 applies.

14.8. Invoices are due 7 days from the invoice date unless the invoice states otherwise. On overdue amounts Capture may charge interest at the statutory rate under § 113 of the Law of Obligations Act from the due date and the fixed collection cost under § 113¹ of the Law of Obligations Act from a Client acting in its economic or professional activity. Reasonable recovery costs above these amounts may also be claimed.

14.9. Capture may change the price of a recurring Service with at least 30 days’ notice before the change takes effect at the start of a billing period. A Client who does not accept the change may end the Service with effect from the end of the billing period preceding the change, and in that case the formation fee under 10.5 is not charged.

14.10. Formation, notary and other one-off work starts when Capture’s fee and the third-party costs included in the quote are paid in full. Installments are possible only where agreed in writing. Where the quote includes the state fee and the Estonian notary’s fees, Capture pays them to the register and the notary on the Client’s behalf. Where they are not included, and for applications the Client signs in the e-Business Register, the Client pays the state fee in the register. The e-Residency state fee is always paid by the applicant. Third-party costs outside the quote, such as a foreign notary, apostille, courier or translations not listed, are paid by the Client as they arise. A quote is valid for 14 days from its date unless it states otherwise.

14.11. If a renewal payment for a yearly Service fails, Capture retries the payment and notifies the Client. If the fee is not paid within 14 days after the due date, the yearly Service ends on the fourteenth day and 17.1 to 17.3 apply. If a monthly plan payment fails, 10.12 applies.

15. Refunds, Withdrawal, and Early Performance

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

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

15.3. 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.

15.4. If a consumer asks Capture to begin performing Services during the statutory 14-day withdrawal period, the consumer expressly requests immediate performance and confirms that:
(a) if the Service has been fully performed, the right of withdrawal is lost; and
(b) if the consumer withdraws after performance has begun but before full completion, the consumer pays the part of the price that corresponds to the Service performed up to the withdrawal.

15.5. Unless 9.6, 9.7, 10.2 or 11.3 provides otherwise: where onboarding, compliance review, drafting, formation preparation, document review, registry preparation, custom advisory work or other performance has begun at the Client’s request, Capture may retain or charge a proportionate amount for the work performed and the costs incurred, to the extent permitted by law.

15.6. If Capture refuses a Client at the compliance review stage, before any substantive Service has been rendered, Capture refunds the amount paid less a compliance review fee of 49 euros and less 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.

15.7. No refund is made for a billing month in which a plan was active, for a Service that has been performed, or where the Client has not delivered the documents or information needed, has not responded to Capture’s requests, or has not completed onboarding or verification. Sections 15.3 and 15.4 remain unaffected.

16. Term and Termination

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

16.2. Capture may end a yearly Service by giving at least 30 days’ notice to the end of the current period. The Client ends a yearly Service under 14.5 and a monthly plan under 10.4.

16.3. Capture may terminate or suspend Services immediately in the cases stated in 5.4 and if:
(a) fees remain unpaid after the periods stated in 10.12 or 14.11;
(b) the Client breaches these Terms;
(c) the Client’s conduct creates legal, regulatory, compliance, operational, or reputational risk for Capture; or
(d) abusive or threatening behavior is directed at Capture or its staff.

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

16.5. Unless mandatory law provides otherwise, prepaid fees are not refunded on termination, and the fee for the billing month in which termination takes effect remains due in full.

16.6. Where the Client refuses or fails to provide the information needed for due diligence (5.8), or where § 42 or § 43 of the Money Laundering and Terrorist Financing Prevention Act otherwise applies, Capture is obliged by law to terminate the agreement without notice. Termination takes effect when Capture sends the notice; Capture stops the Services at that moment and gives reasons only to the extent the law allows. Fees for the period up to termination remain payable, fees already paid are not refunded, and the termination gives no right to damages. An agreement that would limit these consequences is void by law.

16.7. Where 5.8 and 9.6 do not apply: if the Client does not respond within 30 days after a reminder to a request needed to perform a Service, Capture may terminate that Service with immediate effect under § 631 of the Law of Obligations Act. Fees for work performed and for billing months started remain due.

17. Effect of Termination

17.1. 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.

17.2. 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.

17.3. 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 and request the removal of its address and contact person entries under § 53 of the Commercial Register Act;
(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.

17.4. 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.

17.5. Upon termination of an accounting plan, handover takes place under 10.13. The Client remains responsible for every filing, tax and obligation of its company after termination, including filings whose deadline falls after the termination date.

17.6. Capture retains the data and documents collected under the Money Laundering and Terrorist Financing Prevention Act for five years after the end of the relationship, and accounting records for the period required by the Accounting Act, and deletes them after that period unless the law requires otherwise. During that time Capture may provide them to supervisory, investigative and judicial authorities on request.

18. Changes to Services and Terms

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

18.2. 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.

18.3. Continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms, unless mandatory law requires another mechanism. For Clients who accepted an earlier version of these Terms, this version takes effect on December 5, 2026, and Capture notifies them of the change on publication. A Client who does not accept a material change may end the affected recurring Service with effect from the date the change takes effect, and in that case the formation fee under 10.5 is not charged.

19. Data Protection and Confidentiality

19.1. 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.

19.2. 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.

19.3. 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.

19.4. 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.

20. Intellectual Property and Materials

20.1. 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.

20.2. 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.

21. Liability

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

21.2. Capture is not liable for:
(a) decisions of registries, notaries, banks, fintech providers, payment institutions, tax authorities, or other 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;
(e) interruptions caused by legal obligations, technical issues, fraud prevention, sanctions screening, or compliance review;
(f) the consequences of documents, information or access that the Client delivered late, incompletely or not at all, including late filings, interest, penalties and register deletion warnings;
(g) the consequences of a suspension under 10.12 or 14.7 or of a termination under section 16; or
(h) taxes, interest and penalties assessed on the Client’s transactions, except to the extent caused by an error in work prepared by Capture.

21.3. 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.

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

21.5. 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.

21.6. Where the Client considers that work prepared by Capture contains an error, the Client must notify Capture with the specifics within 14 days of receiving the work and give Capture the opportunity to correct it. Capture corrects its own errors without charge. Section 21.2 does not exclude Capture’s liability for errors in work prepared by Capture, subject to 21.3 and 21.4.

22. Force Majeure

22.1. 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.

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

22.3. 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.

23. Indemnity

23.1. 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.

24. Governing Law and Dispute Resolution

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

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

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

25. Contact Information

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

25.2. 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. Instructions and documents are accepted by email, through the app and through Capture’s helpdesk. Calls are arranged case by case where a matter cannot be handled in writing; messaging applications are not used for Service matters.

Last updated: November 4, 2026