Last updated: 2 May 2026
About these terms
These terms set out the binding basis on which businesses use this website and engage Tomberg & Partners. 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.
If there is 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 Tomberg&Tamm OÜ (registry code 17425235), 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), trading as Tomberg & Partners. References to “the client”, “you”, and “your” mean the business that uses this website or engages the firm.
We are a formation and licensing firm for high-risk and regulated operators. We deliver company formation and licensing ourselves: some work is done in-house, and the rest is delivered through a controlled network of vetted in-country lawyers, accountants, and licensed specialists we work with directly. We never hand a client to an unverified third party. We are accountable for the work we take on. We are not ourselves a licensed financial institution.
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 [email protected] 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 company formation, licensing, and related delivery and advisory work the firm performs for a client, 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 mandate.
Controlled Network means the in-country lawyers, accountants, and licensed specialists the firm has personally vetted and works with directly to deliver parts of the Services. The firm controls these relationships and remains accountable to the client for the work delivered through them.
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 outputs produced by the firm for the client under an Engagement Letter, including formed entities, filed and managed licence applications, structuring papers, jurisdictional assessments, and application packs.
2. What the Services are, and what they are not
The firm delivers company formation and licensing for high-risk and regulated operators. We do the work, in the jurisdictions we serve, in-house and through our Controlled Network, and we are accountable for it. Banking and payments support is a core service, offered alongside a formation or licensing mandate or as a standalone service.
The firm is not itself 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, and does not hold itself out as performing those regulated activities in its own name. Where a regulated step must be carried out by a licensed person, the firm delivers it through an appropriately authorised specialist within its Controlled Network and remains the client’s single point of accountability for the engagement.
The Services are not, in themselves, legal advice, tax advice, audit advice, or investment advice. Where formal regulated advice is required, it is provided by an appropriately licensed adviser, which the firm arranges within its Controlled Network as part of delivering the engagement.
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. The firm does not publish pricing on this website; a quote is provided once the scope of a matter is understood.
Reasonable expenses incurred in performing the Services, including official fees and the cost of in-country specialists engaged through the Controlled Network, 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.
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 regulators, registries, or specialists within the Controlled Network.
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 final commercial and legal decisions. Structuring options and recommendations are presented for the client to evaluate before the firm proceeds.
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 a regulator, registry, or specialist within the Controlled Network requires its own onboarding checks, that process is conducted under its own legal obligations, and its 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. Breach of this clause is a material breach for the purposes of clause 14.
7. No guarantee of outcome
We file and manage applications and registrations, and we deal with regulators and registries directly on the client’s behalf. We use reasonable skill and care to present each matter on its strongest reasonable basis. The final decision on a licence approval, formation registration, or any other regulated outcome rests with the relevant regulator, registry, or authority, whose decision is outside the firm’s control.
The firm therefore makes no representation or warranty that any specific outcome will be achieved, that any application will be approved, or that any timeline will be met. That obligation is one of means, not of result.
8. Delivery through the Controlled Network
Where part of an engagement is delivered through the Controlled Network, the firm remains the client’s single point of accountability for that work. We select, instruct, and oversee the in-country specialist, and we stand behind the delivery of the engagement as a whole.
The firm describes its delivery model on this website rather than naming individual specialists. Where it is appropriate for the purposes of an engagement, the firm identifies the relevant in-country specialist to the client.
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, and know-how. 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, or loss or corruption of data.
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 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 specialist within its Controlled Network, 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 [email protected], 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:
Tomberg & Partners Email: [email protected] Telephone: +372 5590 0630 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.
Ready to discuss a formation or licensing matter? Book a free consultation and we will tell you, honestly, what we can deliver and how.