SmartAccounts Terms of Service as of 14 July 2025

Terms and Conditions valid until 13 July 2025

These Terms of Service (“Terms“) govern the provision of the SmartAccounts software service (“Service”) by Smart Accounts OÜ, registry code 12041731 (“Service Provider“), through the online environment at smartaccounts.eu.

By accepting these Terms, a binding agreement (“Agreement“) is formed between the Service Provider and the user of the Service (“Client“).
The Service Provider and the Client may hereinafter be referred to jointly or individually as a “Party” or “Parties“.

1. GENERAL PROVISIONS

1.1 Account Creation. To use the Service, a user account must be created in the SmartAccounts environment. Detailed instructions are available at https://www.smartaccounts.eu/.

1.2 Legal capacity and right of representation. In order to create a user account and use the Service, a person must be a natural person with legal capacity under the laws of the Republic of Estonia. The Service Provider assumes that a user who adds a legal entity has the legal right to assume binding obligations on behalf of that entity, but this must be proven upon receipt of a corresponding request.

1.3 Client. The Client is the legal entity on whose behalf the user account is created, or a natural person acting in the course of their economic or professional activity. Any actions taken by users are deemed to be actions of the Client.

1.4 Acceptance of Terms. The Service may only be used by accepting these Terms. By creating a new user account, the user confirms they have read and agree to the Terms.

1.5 Account Management. The user who creates the Client’s account is granted administrator rights by default. The administrator registers the Client and, if necessary, any companies managed by the Client, assigns which users have access to the Client’s and any managed company’s data, and defines the permitted actions for each user. The administrator may also create additional users with administrator rights under the Client’s account.

1.6 Administrator permissions. All administrators within the same Client account are treated equally, and any administrator may, regardless of the reason, revoke or change another user’s or administrator’s access level and permission to perform specific actions. The Client is responsible for correctly configuring user permissions.

1.7 Proper Use of Account. The user account must not be used for purposes other than intended, for unlawful activities, or in any malicious manner that could cause harm to the Service Provider or any third party. It is also prohibited to upload or transmit viruses or any other malware to the user account that could affect the functionality or operation of the SmartAccounts environment or cause damage to the Service Provider or any third party.

1.8 Uploading content and data. If content protected by intellectual property rights is uploaded to the SmartAccounts environment, the Client must ensure they have all necessary rights and grant the Service Provider a free, worldwide, non-exclusive licence to use such content to the extent necessary for the provision of the Service. If personal data is uploaded to the SmartAccounts environment, the Client shall ensure that there is a valid legal basis for the processing of such data by both the Client and the Service Provider.

1.9 Technical Responsibility. The user is responsible for the security and functionality of their communication tools and internet connection.

2. CREDENTIALS

2.1 User Identification. The available options for user identification and authentication are listed in the SmartAccounts environment. Various technical solutions may be used, such as passwords, digital certificates (e.g., ID card, Mobile ID), etc.

2.2 Safekeeping of Credentials. The Client must ensure that users store credentials carefully and take all necessary steps to ensure the security and confidentiality of those credentials, adhering to all recommended practices for protecting such credentials.

2.3 Service Access Blocking. The Service Provider has the right to block access to the Service at any time, without liability for potential damages, in the following cases:

1. 1. for security reasons;
   2. if there is suspicion that credentials have been used or actions have been taken without the user’s consent;
   3. if there is suspicion of fraudulent use of credentials or actions;
   4. in case of unpaid invoices (as set out in clause 6.6).

2.4 Loss of Credentials. In the event that credentials are lost, stolen, or otherwise leave the user’s possession against their will, the Client is responsible for ensuring that the user secures access to the account (e.g., by changing the user account password as soon as possible). If a digital signature certificate is involved, the user is required to notify the relevant certification authority (e.g., AS Sertifitseerimiskeskus) of such incidents.

2.5 Loss of Access. If access is lost to both the Service and the email account associated with the user account, the user must create a new user account with a different email address and request the transfer of rights from the Administrator. If the user who lost access is the only Administrator, the Service Provider may assist in restoring the account according to its designated processes.

2.6 Effect of Blocking. While the Service is blocked, no operations can be performed. The Service Provider will lift the block upon the user’s request or, in the case outlined in section 2.3, once the reason for the block has ceased and the credentials have been updated, if necessary given the circumstances.

2.7 Password and Access Security. If the password has been issued to the user by the Service Provider, it must be changed as soon as possible for security reasons. The Client is responsible for ensuring that passwords and accesses are kept secure by the user.

3. INTELLECTUAL PROPERTY AND CLIENT DATA

3.1 Intellectual Property. Intellectual property rights mean all intellectual property rights existing or arising anywhere in the world at the time of the conclusion of the Agreement or thereafter, including patents, utility models, industrial designs, and trademarks, applications for the foregoing and the right to apply for their registration, copyrights, trade secrets, and rights to business names and domain names.

3.2 No Transfer of Rights. Unless expressly stated otherwise in the Agreement, neither Party transfers nor licenses any intellectual property rights to the other Party.

3.3 Licence to Use the Environment. The Service Provider grants the Client a non-exclusive licence to use the SmartAccounts environment for its intended purpose. The fee for this licence is included in the Service fee. The Client is not entitled to sub-license the Service, except to the number of permitted users specified in the selected package. The non-exclusive licence remains valid for the duration paid for the Service and under the terms set out in the Agreement.

3.4 Content Licence. The Client grants the Service Provider a non-exclusive licence to use any content uploaded to the SmartAccounts environment to the extent necessary to provide the Service and warrants that it has the right to grant such a licence. The Client ensures that no third-party rights are infringed. This non-exclusive licence is global, granted free of charge, irrevocable, and valid for the maximum duration permitted by applicable rights.

3.5 Processing of Personal Data. Personal data is processed in accordance with the Service Provider’s privacy policy, available on the Service Provider’s website. The Client is responsible for the legal basis for the processing of personal data uploaded to the SmartAccounts environment and for ensuring that this basis covers processing by the Service Provider for the provision of the Service.

3.6 Backups. The Client must retain necessary backups of data entered into the SmartAccounts environment. The Service Provider will make all reasonable efforts to preserve the data, but does not guarantee the restoration of data in the event of failures, including where the data is deleted by the Client or the user.

4. LIABILITY

4.1 Service Provided “As Is” and “As Available”. The Service is provided on an “as is” and “as available” basis. The Client has reviewed the Service and is responsible for ensuring that it meets their functional and quality requirements. As the Service is online accounting software, the Service Provider does not guarantee that it will be accessible without interruptions or defects at all times. The Client acknowledges that the Service has been developed with the needs of a typical Estonian micro or small business in mind, and that high-volume use may result in decreased performance, usability or other problems.

4.2 Limitation of Liability. The Service Provider’s liability is limited to the maximum extent permitted by law. In the event of a culpable breach of the Agreement, the Service Provider shall only be liable for direct material damage caused by such breach, up to the total amount paid under the Agreement in the 12 months preceding the occurrence of the damage, excluding any penalties or interest. The Service Provider shall not be liable for any other damage, including loss of profit, non-material damage, interruption of business, or similar harm.

4.3 No Obligations to Users. The Service Provider has no obligations towards users.

4.4 Exclusions of Liability. The Service Provider is not liable for damages arising from:

the Service not meeting the Client’s expectations if the relevant functionality was not agreed upon;

1. 1. accidental modification or deletion of data by the Client or user;
   2. inability to use the Service due to reasons attributable to the Client, user, or a third party;
   3. unauthorised access to the Client’s and/or user’s data;
   4. errors in the entered data;
   5. actions performed without representation rights;
   6. entry of incorrect data;
   7. uploading of unauthorised content, including personal data or intellectual property-protected material;
   8. incorrect application of accounting, tax, or other applicable laws;
   9. integration with external interfaces (e.g., API) or failures thereof.

4.5 Client’s Responsibility. The Client is responsible for all users acting on their behalf and must ensure that such users comply with the Agreement and applicable legislation.

4.6 Indemnification. If the actions or omissions of the Client or user, or content uploaded to the SmartAccounts environment, result in a claim, proceeding, or damage to the Service Provider, or a third-party claim against the Service Provider, the Client agrees to assume such claim or proceeding and compensate the Service Provider for any resulting damage.

4.7 Late Payment Interest. If the Client is late in fulfilling a monetary obligation, the Service Provider has the right to charge interest of 0.02% per calendar day on the overdue amount.

4.8 Force Majeure. A Party’s failure or delay to perform any obligation under the Agreement shall be excused to the extent it is caused by force majeure, provided that the affected Party (i) takes all reasonable measures to minimise damage to the other Party, and (ii) informs the other Party of the force majeure event as soon as reasonably possible.

5. SYSTEM MAINTENANCE AND DEVELOPMENT WORK

5.1 Right to Perform Maintenance and Development. The Service Provider has the right to perform maintenance and development work on the SmartAccounts environment. Scheduled maintenance and development work will be carried out outside working hours.

5.2 Emergency Work. In case of exceptional circumstances, the Service Provider has the right to perform unscheduled maintenance or development work at any time in order to prevent greater harm.

5.3 Suspension of Service. During maintenance or development work, the Service Provider’s obligations under the Agreement are suspended, and the Service Provider is not liable for any damage resulting from such temporary unavailability.

5.4 Changes to the Service. The Service Provider has the right to make unilateral changes to the Service, including changes to functionality, design, structure, internet address, security elements, etc., as well as to modify, supplement, or discontinue parts of the Service. In the case of significant changes (e.g., removal of important functionality), the Service Provider will provide 30 days’ prior notice.

6. FEES AND PAYMENT

6.1 Free Trial. The Service Provider may offer the Service free of charge for a trial period. Relevant information is provided on the Service Provider’s website and during sign-up.

6.2 Fees. Payment for the Service is based on the package selected by the Client and in accordance with the price list published on the Service Provider’s website.

6.3 Invoice Recipient. The administrator designates the invoice recipient for the Client and any companies managed by the Client. By designating an invoice recipient, the administrator confirms that they have the authority to appoint that person as the invoice recipient and that the person has agreed to pay the invoices issued to them.

6.4 Payment of Invoices. The invoice recipient pays for the Service either based on the invoice or via a bank link in the SmartAccounts environment. The Client is responsible for full payment of the invoice by the due date. If the invoice recipient for a company managed by the Client refuses to pay the invoice, the Client remains responsible for the payment. An invoice is considered paid when the total amount stated on the invoice has been received in the Service Provider’s bank account.

6.5 Restrictions Due to Overdue Payments. If an invoice remains unpaid beyond the due date the Service Provider has the right to partially or completely restrict all users’ access to the data of the Client or a company managed by the Client and restrict any operations related to the Client or its managed companies within the SmartAccounts environment.

6.6 Charges During Restricted Access. Monthly service fees must be paid in full even during periods when access to the data of the Client or a company managed by the Client and related operations is restricted.

6.7 Right to Change Fees. The Service Provider may change fees, providing 30 days’ prior notice. If the Client does not agree to the changed fees, they may terminate the Agreement as set out in clause 7.2. Changes to fees do not apply to prepaid Services, and the new fees apply to the next subscription period.

7. AMENDMENTS TO THE AGREEMENT

7.1 Amendments to Terms and the Agreement. The Service Provider may unilaterally amend and supplement these Terms. The amended Terms will become binding between the Parties upon their entry into force, except as provided in clause 7.3. Notice of the changes will be given via the Service Provider’s website, public media channels, or other reasonable means at least 30 calendar days before the amendments take effect.

7.2 Disagreement with Amendments. If the Client does not agree to the amended Terms, they have the right to terminate the Agreement within the timeframe provided in clause 8.2.

7.3 Implied Consent. If the Client does not terminate the Agreement within the period specified in clause 8.2 following the notice of the amendments, it will be deemed that the Client has tacitly accepted the amendments and acknowledges that they have no objections to the changes. The amended Terms will become an integral part of the Agreement and replace the previous version.

8. VALIDITY AND TERMINATION

8.1 Term. The Agreement is concluded for an indefinite period.

8.2 Termination. The Client has the right to unilaterally terminate the Agreement by submitting a notice with one (1) months’ prior notice through the SmartAccounts environment to the Service Provider. The Service Provider may unilaterally terminate the Agreement at any time by giving the Client at least two (2) months’ prior notice.

8.3 Immediate Termination by the Service Provider. The Service Provider may terminate the Agreement without notice if the Client:

1. 1. provided false or incomplete information upon concluding the Agreement;
   2. damages, interferes with, or disrupts the activities of the Service Provider, third parties or the functionality of the SmartAccounts environment, or otherwise misuses the environment;
   3. materially breaches other terms of the Agreement and fails to remedy such breach within five (5) calendar days after receiving a notice from the Service Provider. During this period, the Service Provider may restrict access to the software.

8.4 No Refunds for Prepayments. Upon termination of the Agreement, any prepayments made for the selected package are non-refundable, and the Service Provider is not obligated to reimburse any other amounts paid by the Client unless required by applicable law.

8.5 Offsetting. Upon termination of the Agreement, the Service Provider has the right to offset any amounts due for activities performed before the termination date and any other outstanding fees against the prepaid amounts.

8.6 Deletion of User Accounts. Upon termination of the Agreement, the Service Provider will delete the Client’s user account(s). The user account data is not archived and will be permanently deleted within six (6) months after the end of the Agreement.

8.7 Data Export. The Service Provider does not offer bulk data export functionality. Upon termination, the Client may manually transfer the necessary data or use the API service to migrate data to another software solution.

9. MISCELLANEOUS

9.1 AML obligations of accounting service providers. The Client is fully responsible for fulfilling any obligations regarding anti-money laundering and counter-terrorist financing measures that may apply to the Client or its users in their role as accounting service providers. The Service Provider does not offer accounting services but provides software for accountants and accounting service providers.

9.2 Good faith. The Parties must perform the Agreement in good faith, in accordance with good morals and best practices.

9.3 Governing Law. The Agreement is governed by the laws of the Republic of Estonia.

9.4 Disputes between users and access rights. Disputes between users of the same user account and/or the Client regarding user rights or access to data must be resolved without the involvement of the Service Provider. In exceptional cases, the Service Provider may, at its sole discretion and without obligation, take steps to restore access for the person who demonstrably has the right to represent the Client.

9.5 Dispute resolution. The Parties will seek to resolve any disagreements amicably through negotiations. If no agreement is reached, the dispute shall be settled in the first instance by Harju County Court.

9.6 Notices. Informational notices related to the Agreement may be sent by email or through the environment. Notices that have legal consequences must be delivered in writing against signature, by post, or by digitally signed email. A notice sent to the contact persons’ email addresses specified in the Agreement or its annex is deemed received on the next working day after sending; a notice sent by post or courier is deemed received on the fifth (5th) calendar day after dispatch. Contact details are deemed valid unless a Party has notified the other Party of changes.

9.7 Confidentiality. The Parties undertake to keep confidential all information disclosed during the performance of the Agreement, especially information regarding the Client’s business, technical solutions, security requirements, and other sensitive information not publicly available. Such information may only be used to prepare or fulfill the Agreement, to meet legal obligations, or to support legal claims between the Parties. The confidentiality obligation is perpetual and applies to all persons and institutions. The confidentiality obligation of the Service Provider does not apply in cases where disclosure is required by applicable law.

9.8 Customer Support. The Service Provider offers customer support to help resolve issues and errors encountered while using the SmartAccounts environment. Customer support does not provide tax or legal advice. The Client remains responsible for compliance with applicable accounting, tax, and other relevant legislation. The terms of customer support are published on the Service Provider’s website.