Please, read these General Terms carefully before using the website www.circonsgroup.com. By using the website www.circonsgroup.com you unconditionally accept these General Terms by Circons Group OÜ, reg.nr 16588863.

Intellectual Property Rights. All Materials contained on the Site, unless otherwise indicated, are protected by law including, but not limited to, copyright, trade secret, and trademark law, as well as other state, national, and international laws and regulations. The Site, its Materials, layout and design are the exclusive property of Circon's or its licensors and, except as expressly provided herein, Circon's does not grant any express or implied right in any such Materials to you. Notwithstanding anything to the contrary in these General Terms, including with respect to any rights expressly provided to you herein, you may not use scraping tools or other computer automation to copy or extract any Materials contained on this Site for any purpose. Circon's owns the copyright in the Site as a collective work and/or compilation. “Circon's”, “Circon's Group”, “Circon's Elysion”, and all other names, logos, and icons identifying Circon's and/or Circon's products and services are proprietary marks of Circon's or its licensors. Third-party trademarks displayed on the Site are the property of their respective owners.

Services

1.1. Description and pricing of services offered by Circon's Group are displayed on Circon's website (www.circonsgroup.com) or in Service offers made to the Client.

1.2. These General Terms (GT) apply to all Services and constitute a legal contract (Contract) between Circon's and the user of Circon's Services (Client). Valid GT are presented on Circon's website.

1.3. By purchasing Services from Circon's you agree to be bound by this Contract.

Services Ordering

2.1. Circon's Services can be ordered via a web inquiry or via an inquiry by email circons@circonsgroup.com.

2.2. Services can be ordered separately or combined into Service packages, based on Service description on Circon's website or Service offer made to the Client.

2.3. Please review Service description and pricing carefully.

2.4. Process of ordering Services depends on the option you choose and can be as follows: when ordering via a web inquiry or by an email inquiry, Circon's will process the order and send the invoice by email. You will be asked to proceed to checkout and to complete the order form

2.5. By ordering Services in the name of a company, you confirm your authorization to legally bind the company and enter into this Contract with Circon's on behalf of the company.

2.6. The Contract is deemed concluded from payment for the Service and in the extent, which corresponds to the Service description and price provided on Circon’s website or in the Service offer made by Circon's to the Client and these GT.

2.7. By paying for the Service, the Client is contracting with and the Service will be provided by Circon's company indicated in the invoice.

2.8. Concluding the Contract is confirmed by Circon's by sending a confirmation letter and an invoice to the Primary Email.

2.9. Where the Contract is concluded for a company that has not yet been registered, then the company is deemed a party to the Contract and obligations arising from the Contract shall pass to the company from the moment the company is registered in the business register. The Client undertakes to notify Circon's via email of entering the company into the business register within five (5) working days.

2.10. The commencement of Services is subject to payment for the Service and a successfully completed Know Your Customer (KYC) procedure by the Client in accordance with these GT.

Service fees and payment terms

3.1. Circon's Service fees are displayed on Circon's website or in the Service offer made by Circon's to the Client.

3.2. Services are provided on prepayment basis, unless otherwise agreed between Circon's and the Client.

3.3. Where VAT is payable in respect of the Services, the Client must pay VAT at the applicable rate.

3.4. Service fees do not include third party costs related to Services (such as state fees, notary fees, translation fees, courier fees, etc.), unless otherwise agreed between Circon’s and the Client.

3.5. Circon’s reserves the right to amend Service fees unilaterally. The Client is notified of the amendments of Service fees via Primary Email at least one (1) calendar month in advance. The Client may refuse to accept new Service fees and cancel the Contract by giving cancellation notice by email during this one (1) calendar month advance notice period. If the Client has not submitted cancellation notice on time, the Client is deemed to have accepted new Service fees. New Service fees will apply from the new Service period.

3.6. Payment methods vary depending on the Service and provider of Service in Circon’s.

3.7. Services ordered via a web inquiry and by an email inquiry, can be paid by bank transfer. The exact payment method will be displayed upon checkout in Circon's mail.

3.8. Invoices issued by Circon's shall be paid by the Client within seven (7) calendar days from date of issue.

3.9. If the Client fails to make a payment by the due date, then the default interest 0.3% (zero point three per cent) per day on the overdue sum from the due date until payment of the overdue sum will be charged. For any unpaid invoice, a compensation of debt collection costs or payment of reminder fee up to 50 EUR will be levied.

3.10. Upon receiving the money from the Client Circon’s shall first settle the default interest, then additional applicable fees and then the fee for the Services.

The Client’s rights and obligations

4.1. The Client has the right to use ordered Services according to the Service description displayed on Circon’s website or offer made by Circon's and this Contract.

4.2. The Client must pay Service fee based on the prices published on Circon's website or separately agreed with Circon's and on terms and conditions prescribed in this Contract.

4.3. Upon using Services, the Client undertakes to:

4.3.1. cooperate with Circon’s in all matters relating to the Services;

4.3.2. conduct its business in compliance with applicable laws, regulations and good moral and practice;

4.3.3. provide us with such information and documents we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate;

4.3.4. refrain from disrupting or damaging Circon's website, intellectual property or Services.

4.4. The Client may not assign this Contract or resell Services to third parties, unless otherwise agreed with Circon’s.

4.5. The Client is obliged to provide Circon’s main email address (the Primary Email) and must inform immediately if the email address is changed. The Client consents that Circon's will send all notifications related to this Contract to the Primary Email and all notifications are deemed delivered to the Client after five (5) calendar days from sending.

4.6. Due to the requirements established by AML legislation, the Client must fully comply with Circon's KYC requirements. Circon’s KYC process requires each Client to provide immediately after ordering Services all requested information and a copy of valid personal identification document. Circon's will confirm your compliance with KYC requirements or ask you more questions for clarification. KYC requirements must be fulfilled by the Client annually. Circon’s assumes the correctness of provided information. Services will not be supplied until your compliance with our KYC policy has been confirmed.

Circon's rights and obligations

5.1. Circon's undertakes to provide Services in accordance with the Service description and in compliance with the legislation concerning Services. Upon providing Services Circon's shall rely on the standards and good practice applicable in respect of Services.

5.2. Circon's reserves the right not to provide Services to Clients who do not comply with our AML risk assessment policy or on other grounds at our discretion.

5.3. Circon's reserves the right to use sub-contractors for providing Services to the Client.

5.4. Circon's may temporarily suspend providing Services without prior notification and without any liability to the Client, if:

5.4.1. the Client has a debt to Circon's Group, or

5.4.2. the Client fails to submit any information or documents to Circon's that are required for performing this Contract, or

5.4.3. provision of Services is suspended due to reasons independent of Circon's.

5.5. Services are provided during office hours (Mo.-Fr. 09.00-18.00), except on national holidays and shortened working days.

5.6. Circon's reserves the right to amend these GT unilaterally. The current GT are published on Circon's website. The Client is notified of the amendments via email at least one (1) calendar month in advance, except where the amended terms are more favourable to the Client. The Client may refuse to accept the amendments and cancel the Contract by giving cancellation notice to Circon’s by email during this one (1) calendar month advance notice period. If the Client has not submitted cancellation notice it time, the Client is deemed to have accepted new GT.

Validity and Termination of the Contract

6.1. The Contract is concluded without a term or due to the nature of the Service is valid until the performance of the Service.

6.2. Circon's and the Client may terminate the Contract unilaterally by notifying of it via email at least two (2) calendar months in advance, except otherwise provided in these GT.

6.3. Upon the termination of the Contract the payments made to Circon's are not to be returned or set off with the Client.

6.4. Circon's reserves the right to terminate the Contract any time without a refund and without liability to the Client by sending termination notice to the Primary email in the following cases:

6.4.1. Circon's has not been able to provide Services in accordance with the Service description within 3 (three) months from entering into the Contract due to the circumstances dependent on the Client;

6.4.2. the Client has provided incomplete or incorrect information, or failed to provide information or documents requested by Circon's for performance of this Contract;

6.4.3. the Client fails to provide information and documents requested by Circon's for completing the KYC procedure within two (2) months from entering into Contract or does not review and update the KYC in accordance with this Contract or does not comply with our KYC and AML risk assessment policy;

6.4.4. activities of the Client would make Circon's unable to comply with the legal regulations with respect to providing the Services;

6.4.5. if for the purpose of providing Services the Client has been given instructions by Circon's and the Client fails to act in accordance with the instructions;

6.4.6. the Client does not pay for the Services within 30 (thirty) calendar days from the payment term at the latest;

6.4.7. the Client assigns the Service or passes on the benefits received in the course of it to a third party;

6.4.8. Circon's has a reason to believe that the activity of the Client may damage or has damaged reputation and(or) goodwill of Circon's.

6.5. If the Client has unpaid invoice for any Circon's Service, Circon's reserves the right to cancel all Services and terminate Contract regarding all Services with the Client.

Processing personal data

7.1. Circon's group companies process personal data collected from the Client in compliance with applicable data protection legislation, including the General Data Protection Regulation (GDPR).

7.2. Circon's group companies may process personal data collected from the Client in the capacity of Data Controller and Data Processor.

7.3. Purpose of processing personal data is providing Services, improving Services, providing Client support and keeping Clients informed about Circon's Services and news.

7.4. Details of how Circon's processes personal data are set out in our Privacy Statement.

7.5. Any questions about processing personal data can be sent to circons@circonsgroup.com

Confidentiality

8.1. During the performance of this Contract, Circon's shall maintain the confidentiality of Client’s production and business secrets. Duty to maintain confidentiality arises from law and signed non-disclosure agreement between Circon’s and Client.

8.2. Circon's is not required to maintain confidentiality if the Client has granted the permission to disclose information. Permission is not required for disclosing the information to third parties involved by Circon's for providing Services under this Contract or if the duty to disclose arises from law (such as notaries, translators, authorities).

8.3. Circon's and the Client undertake not to disclose to third parties any information which is received from the other party under this Contract or which should be treated as confidential in nature (Confidential Information). Confidential Information may only be used for performing duties under this Contract.

8.4. Information is not Confidential Information if it:

8.4.1. is or becomes generally available to the public or enters the public domain other than due to a breach of this Contract;

8.4.2. was lawfully and independently received from a third party without any obligation of confidence at the time of receipt; or

8.4.3. is required to be disclosed by applicable law or a court of competent jurisdiction.

8.5. Circon's may disclose confidential information to third parties without permission of the Client if the disclosure is necessary for providing the Service ordered by the Client, provided that the third party who will have access to such information will be bound by confidentiality by the contract or law.

8.6. Disclosure of the Confidential Information to an unauthorised third party shall be immediately notified by email.

Limitation of Liability

9.1. Circon's is liable only for performing obligations arising from this Contract. Circon's will not be responsible for performing obligations of the Client arising from laws and regulations applicable to the activities of the Client.

9.2. Circon's will not be liable to the Client for any loss, damage, charges or cost and expenses arising from temporarily suspending the Services in accordance with this Contract.

9.3. Circon's will not be liable to the Client for any loss, damage or cost arising from providing Services on the bases of incomplete or inaccurate information provided by the Client.

9.4. Circon's will not be liable to the Client if failure to perform obligations under this Contract is caused by circumstances dependent on the Client.

9.5. Circon's will not be liable to the Client for any loss, damage, charges or costs arising from termination of the Contract in accordance with article 6.3. of the Contract.

9.6. Circon's is liable to Client for damage if damage is caused by breach of this Contract intentionally or due to gross negligence.

9.7. Circon's is not liable for indirect damage (incl. loss of profit) caused to the Client due to breach of the Contract. Circon's shall not compensate damage due to gross negligence in case the liability insurance does not cover such damage to Circon's.

9.8. The limitation period for submission of claims against Circon's under this Contract shall be six calendar months from performance of the act or occurrence of the event which caused the damage to the Client.

9.9. Circon’s total liability under this Contract is limited to the amount of Service fee paid by the Client, unless otherwise provided in special General Terms.

9.10. If the Client’s activity results in damage, costs or expenses to Circon's (for example expenses on legal assistance) or liability before third parties in relation to a breach of the Contract by the Client, the Client is obligated to compensate Circon's for all expenses and losses borne in relation to it.

9.11. Circon's is not liable in case a force majeure and other faults and disturbances not caused or affected by Circon's prevent the Client from using services.

Dispute resolution

10.1. All questions arising from these GT which are not regulated by the provisions of these GT shall be governed by laws of the country of the respective Circon's Group company who provides Services to the Client.

10.2. Please submit your complaint arising from this Contract to circons@circonsgroup.com. Circon's shall respond to the complaint by email within 15 days after receipt of the complaint.

10.3. Disputes are resolved by way of negotiations. Upon not reaching an agreement the dispute is resolved by the respective court of the jurisdiction of Circon's Group company who is providing Services to the Client.