Terms of service
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About these terms
These terms set out the binding basis on which businesses use this website and engage Jagelski & Partners OÜ as a consultancy. They apply to every visitor and to every client. They sit alongside the Disclaimer, the Privacy policy, and the Cookie policy, which together form the firm’s website legal framework.
These terms are written for businesses. The services described on this site are not offered to consumers within the meaning of the Estonian Law of Obligations Act (Võlaõigusseadus) or EU consumer law. By using this site or engaging the firm, the user confirms that it acts in the course of a trade, business, or profession.
In the event of any conflict between these terms and a signed Engagement Letter, the Engagement Letter prevails for that engagement.
Who we are
References to “the firm”, “we”, “us”, and “our” mean Jagelski & Partners OÜ, an Estonian private limited company (osaühing) registered in the Estonian Commercial Register (Äriregister), maintained by the Registration Department of Tartu County Court (Tartu Maakohtu registriosakond). References to “the client”, “you”, and “your” mean the business that uses this website or engages the firm.
The firm’s full registration details (registry code, VAT identification, registered office, and management board) are published in the Legal Notice on the Disclaimer page, in line with Article 5 of the E-Commerce Directive (2000/31/EC) and §4 of the Estonian Information Society Services Act.
For any matter under these terms, the firm can be reached at hello@jagelski.com or at the registered office.
1. Definitions
For the purposes of these terms and of the firm’s other website legal documents, the following expressions have the meanings set out below.
Services are the strategic consultancy and advisory work the firm performs for a client, together with structured introductions to independent third-party providers, all as set out in a written engagement letter or statement of work.
Engagement Letter is the written agreement (including any statement of work) signed by the client and the firm that sets out the scope, fees, and timing of a specific consultancy mandate.
Partner is any independent third-party provider in the firm’s vetted partner network, including regulated banking and payment institutions, licensed corporate formation and licensing specialists, capital placement and advisory partners, and professional advisers. Partner identities are commercially confidential and are not named on this website.
Confidential Information is any non-public information disclosed by one party to the other in connection with the Services, including business plans, financial information, client and counterparty lists, technical material, and the existence and terms of any engagement.
Personal Data has the meaning given in the EU General Data Protection Regulation (Regulation (EU) 2016/679, “GDPR”) and is processed in accordance with the Privacy policy.
Deliverables are the written outputs produced by the firm for the client under an Engagement Letter, including memoranda, structuring papers, jurisdictional assessments, application packs, and introduction summaries.
2. What the Services are, and what they are not
The firm provides strategic consultancy, advisory work, and structured introductions to vetted Partners. The firm itself is not a bank, an electronic money institution, a payment institution, an investment firm, a virtual asset service provider, a law firm, an audit firm, a notary, or a sworn translator. The firm holds no licence to perform any regulated activity, and does not hold itself out as doing so.
The Services do not constitute legal advice, tax advice, audit advice, investment advice, or any other regulated financial advice. Where regulated advice is required, the client engages an appropriately licensed adviser directly. The firm may introduce one from its Partner network.
Where the Services include an introduction to a Partner, the resulting relationship is a direct contract between the client and that Partner. The firm is not a party to that contract, does not act as agent for the Partner or for the client, and does not control, guarantee, or assume liability for the Partner’s services.
This section is consistent with, and supplements, the firm’s Disclaimer.
3. Engagement and scope
Use of this website does not, by itself, create an engagement. An engagement begins only when both the client and the firm sign an Engagement Letter, and is governed by that Engagement Letter together with these terms.
Each Engagement Letter sets out the scope, fees, payment terms, timing, and any specific assumptions and exclusions that apply. Work falling outside the agreed scope is performed only by written variation signed by both parties.
Communications, proposals, indicative quotes, and preliminary discussions before an Engagement Letter is signed are non-binding. They do not commit the firm to perform the Services or to deliver any specific outcome.
4. Fees, expenses, and payment
Fees for each engagement are set out in the Engagement Letter. Unless that letter says otherwise, fees are quoted in euro, are exclusive of VAT and other applicable taxes, and are payable within fourteen (14) days of the date of invoice.
Reasonable expenses incurred in performing the Services are reimbursed at cost, subject to any limits agreed in writing.
Late payment attracts statutory interest under Estonian law from the date the invoice falls due. The firm may suspend further work where an undisputed invoice remains unpaid for more than thirty (30) days after the due date.
The firm may receive an introducer fee, referral fee, marketing fee, or similar remuneration from a Partner in connection with an introduction made under an Engagement Letter. The existence of such arrangements is hereby disclosed and is acknowledged by the client on engagement. These arrangements do not affect the firm’s obligation to act with integrity in the client’s interest, and the firm continues to assess Partner suitability on the merits of the client’s matter. The commercial terms of any specific arrangement (including amounts and rate cards) are confidential between the firm and the relevant Partner; the firm provides further detail to the client on reasoned written request, subject to commercial sensitivity.
5. Client responsibilities
The client provides accurate, complete, and current information about itself, its beneficial owners, its business activities, its source of funds, its source of wealth, and any matter relevant to the Services. The client cooperates with all reasonable due diligence requests, including those raised by Partners.
The client confirms that its business is lawful in every jurisdiction in which it operates, and that the purposes for which the Services are sought are lawful. The client notifies the firm without undue delay of any change in beneficial ownership, regulatory status, sanctions exposure, or material litigation that might affect the Services.
The client makes its own commercial and legal decisions. Strategic recommendations, structuring options, and Partner introductions are presented as options for the client to evaluate.
6. AML, sanctions, anti-bribery, and onboarding checks
The firm conducts customer due diligence and ongoing monitoring on a risk-based approach, drawing on Estonian standards under the Money Laundering and Terrorist Financing Prevention Act (Rahapesu ja terrorismi rahastamise tõkestamise seadus, “RahaPTS”) and the International Sanctions Act (Rahvusvahelise sanktsiooni seadus), and on equivalent EU principles.
The firm reserves the right, at any time, to:
- request additional documentation or information;
- screen the client, its beneficial owners, and its counterparties against international sanctions and politically-exposed-person lists, using third-party screening providers;
- decline to take on, suspend, or terminate an engagement where, in its sole judgement, integrity, sanctions, regulatory, or reputational concerns arise.
Sanctions screening covers measures administered by the European Union, the United Nations, the United States Office of Foreign Assets Control (OFAC), and the United Kingdom Office of Financial Sanctions Implementation (OFSI). The firm does not engage with, and does not provide Services to, any person subject to such measures or owned or controlled by such a person.
Where Partner onboarding requires its own KYC, that process is conducted by the Partner under its own regulatory obligations, and the Partner’s decision is its own. Personal data processed for the purposes of this clause 6 is handled under the Privacy policy.
The client represents and warrants, on the date of engagement and on a continuing basis, that:
- neither the client, nor any of its directors, officers, beneficial owners, or key personnel, is a Sanctioned Person or is owned or controlled by a Sanctioned Person;
- the client will not, directly or indirectly, use the Services to engage in any transaction or dealing with a Sanctioned Person or in or with a comprehensively sanctioned jurisdiction;
- the client will notify the firm without undue delay of any change in circumstances that would render this representation inaccurate.
For the purposes of this clause, “Sanctioned Person” means any person listed on, or owned or controlled by a person listed on, the consolidated sanctions lists of the European Union, the United Nations, the United States Office of Foreign Assets Control (OFAC), the United Kingdom Office of Financial Sanctions Implementation (OFSI), or any other sanctions authority of competent jurisdiction.
Each party complies with all applicable anti-bribery and anti-corruption laws, including (without limitation) the Estonian Penal Code (Karistusseadustik), the United Kingdom Bribery Act 2010, and the United States Foreign Corrupt Practices Act 1977, regardless of whether those statutes have direct application to the party. Neither party offers, promises, gives, requests, agrees to receive, or accepts any financial or other advantage with the intention of inducing or rewarding improper performance of any function or activity. Neither party makes facilitation payments. Each party maintains adequate records to demonstrate compliance with this clause and provides reasonable cooperation to the other party in any audit or investigation. Breach of this clause is a material breach for the purposes of clause 14.
7. No guarantee of outcome
Decisions on bank account opening, licence approval, formation registration, capital placement, and any other regulated outcome are made by Partners, regulators, or other independent third parties whose decisions are outside the firm’s control. The firm makes no representation or warranty that any specific outcome will be achieved, that any application will be approved, that any account will be opened, or that any timeline will be met.
The firm uses reasonable skill and care to present each matter to the relevant Partner or authority on its strongest reasonable basis. That obligation is one of means, not of result.
8. Independent Partners
Partners are independent businesses. Their services are governed by their own contracts with the client, their own terms, their own regulatory regimes, and their own pricing. The firm is not responsible for the acts, omissions, decisions, fees, or solvency of any Partner.
Partner identities are Confidential Information of the firm and of the Partners themselves. The firm describes Partner categories on the website, rather than naming individual Partners. The firm shares specific Partner identities with a client only where it is appropriate to do so for the purposes of an engagement.
9. Intellectual property
All content on this website, including text, images, structure, code, and design, is owned by or licensed to the firm and is protected by copyright and other intellectual property rights. Visitors may view and print pages for personal business reference. No other use, copying, redistribution, scraping, or use to train artificial-intelligence models is permitted without the firm’s prior written consent.
For Deliverables produced under an Engagement Letter, the firm retains ownership of the underlying methodologies, templates, know-how, and any pre-existing materials. On payment in full of the relevant fees, the firm grants the client a non-exclusive, non-transferable, worldwide licence to use the Deliverable for the client’s internal business purposes for which it was prepared. Onward distribution to third parties requires the firm’s prior written consent.
10. Confidentiality
Each party keeps the other party’s Confidential Information confidential, uses it only for purposes connected with the Services, and protects it with at least the same degree of care it applies to its own confidential information of similar importance.
The obligation does not apply to information that is or becomes publicly available without breach, was lawfully known before disclosure, is independently developed, or must be disclosed by law, court order, regulator, or auditor.
Confidentiality obligations survive termination of the engagement for a period of five (5) years. Information that constitutes a trade secret remains protected for as long as it qualifies as a trade secret under Estonian law.
11. Data protection
The firm processes Personal Data as a controller in connection with this website and the Services. Categories of data, lawful bases, retention periods, recipients, international transfers, and data-subject rights are set out in the Privacy policy, which forms part of these terms by reference. Use of cookies and similar technologies on this website is governed by the Cookie policy.
12. Limitation of liability
Nothing in these terms limits or excludes liability that cannot be limited or excluded under Estonian law. In particular, liability is not limited or excluded in respect of:
- death or personal injury caused by negligence;
- intent or gross negligence (as required by §106(2) of the Law of Obligations Act);
- fraud or fraudulent misrepresentation;
- any other matter for which limitation is prohibited by applicable law.
Subject to the paragraph above, the firm’s total aggregate liability to the client arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the total fees actually paid by the client to the firm under the relevant Engagement Letter in the twelve (12) months preceding the event giving rise to the liability.
To the maximum extent permitted by Estonian law, the firm is not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of goodwill or reputation, loss or corruption of data, or any loss arising from a Partner’s act or omission.
13. Client indemnity
The client indemnifies the firm against losses, claims, costs (including reasonable legal fees), and liabilities suffered or incurred by the firm as a result of: information provided by the client being false, incomplete, or misleading; the client’s use of the Services for an unlawful purpose; the client’s breach of these terms or of an Engagement Letter; or any third-party claim arising from the client’s business activities.
14. Term and termination
An engagement runs for the period set out in the Engagement Letter. Either party may terminate an engagement on thirty (30) days’ written notice, unless the Engagement Letter specifies a different notice period.
Either party may terminate an engagement with immediate effect, by written notice, if the other party:
- commits a material breach that is not remedied within fourteen (14) days of written request;
- becomes insolvent, enters analogous proceedings, or ceases to carry on business; or
- causes the terminating party, by continuing the engagement, to breach applicable law (including AML, sanctions, or financial-crime law) or its own regulatory obligations.
On termination, the client pays the firm for Services performed and reasonable expenses incurred up to the effective date of termination. Each party returns or destroys the other party’s Confidential Information, except where retention is required by law or for legitimate record-keeping. Clauses on intellectual property, confidentiality, data protection, limitation of liability, indemnity, governing law, and dispute resolution survive termination.
15. Force majeure
Neither party is liable for delay or non-performance caused by an event beyond its reasonable control, within the meaning of §103 of the Law of Obligations Act. Such events include war, civil unrest, terrorism, pandemics, government measures, sanctions, denial-of-service attacks, prolonged failure of public infrastructure, and other comparable events.
The affected party notifies the other party without undue delay and uses reasonable efforts to mitigate the effects. Where the event continues for more than ninety (90) days, either party may terminate the affected engagement on written notice without further liability.
16. Changes to these terms
The firm may update these terms from time to time, for example to reflect legal or operational changes. The current version is published on this page, with the last-updated date and version number above. Material changes are notified to existing clients in writing or by email at least thirty (30) days before they take effect. Continued use of this website or of the Services after the effective date is acceptance of the updated version. A client that objects to a material change may terminate the affected engagement on written notice.
17. Severability and entire agreement
If any provision of these terms is found to be invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision is replaced by a valid provision that achieves, to the extent permitted, the original commercial intent.
These terms, together with any signed Engagement Letter, the Disclaimer, the Privacy policy, and the Cookie policy, constitute the entire agreement between the parties on their subject matter, and supersede prior representations and understandings on that subject matter, save in respect of fraud.
18. Assignment
The client may not assign or transfer its rights or obligations under an engagement without the firm’s prior written consent. The firm may assign or subcontract performance to an affiliate, or to a competent subcontractor, on the basis that the firm remains responsible to the client for the performance of the Services.
19. Notices
Notices under these terms are valid if sent by email to the address set out in the Engagement Letter or, in the case of the firm, to hello@jagelski.com, or by registered post to the registered office set out in the Legal Notice on the Disclaimer page. Notices take effect on receipt.
20. Who may use this site
This site and the Services are directed to businesses and professional contacts, consistent with the firm’s Disclaimer. The Services are not offered to consumers, are not offered to persons under the age of eighteen, and are not offered to persons located, resident, or incorporated in the United States of America or in any jurisdiction subject to comprehensive international sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, and the non-government-controlled areas of Ukraine). The Services are not offered to Sanctioned Persons within the meaning of clause 6. Persons in any of the categories above are asked not to submit enquiries, and the firm reserves the right to decline or terminate any engagement that falls within them.
21. Governing law
These terms, each Engagement Letter, and any non-contractual obligation arising in connection with them, are governed by the law of the Republic of Estonia, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
22. Dispute resolution and jurisdiction
The parties first attempt to resolve any dispute by good-faith negotiation between senior representatives within thirty (30) days of written notice of the dispute.
Any dispute that is not resolved is submitted to the exclusive jurisdiction of the courts of the Republic of Estonia, with Harju County Court (Harju Maakohus) as the court of first instance.
23. Contact
Questions about these terms can be sent to:
Jagelski & Partners OÜ
Email: hello@jagelski.com
Telephone: +372 527 5237
Registered office and registry details: see Legal Notice on the Disclaimer page.
These terms are published in English. A translation may be made available for convenience. In the event of any discrepancy between the English text and a translation, the English text prevails.