Website and Transaction Terms

These Website and Transaction Terms apply to the website, enquiries, quotations and services of Töölön Osakeyhtiötoimisto Oy and, where applicable, to the sale, purchase and intermediation of Finnish limited companies and related assignments. Please read them before accepting a binding order, reservation, quotation or agreement.

1. Service provider

Service provider: Töölön Osakeyhtiötoimisto Oy

Business ID: 3435876-4

Address: Mannerheiminaukio 1, 00100 Helsinki, Finland

Email:toolo@osakeyhtiotoimisto.fi

Telephone: +35844 248 8709

Referred to below as “Töölön Osakeyhtiötoimisto”, “we” or the “service provider”.

2. Scope and order of precedence

These general terms apply unless a written quotation, assignment agreement, share purchase agreement or other company-specific agreement accepted by the parties provides otherwise.

If documents conflict, the order of precedence is:

1. the signed share purchase, assignment or other company-specific agreement
2. the accepted written quotation and its appendices
3. these Website and Transaction Terms
4. general website content.

Mandatory law always prevails. Nothing in these terms restricts rights or liabilities that cannot legally be limited.

3. Website information and exclusion of advisory services

Website information is general in nature and may change. It does not by itself constitute a binding offer, legal opinion or legal, tax, investment, financing, accounting or banking advice.

The customer is responsible for assessing the legal, tax, accounting, regulatory and financial implications of its own circumstances and for using independent advisers where needed. We are responsible only for the tasks and express commitments included in an accepted quotation or agreement.

4. Services and formation of an agreement

Our services may include the sale of new or aged Finnish limited companies, identification of suitable company options, preparation of transaction documents, documentation of the ownership transfer, preparation and filing of agreed registration notices, and agreed banking or implementation assistance.

Submitting a form, contacting us, taking part in a preliminary discussion, receiving a company recommendation or viewing website information does not create a binding agreement and does not oblige us to reserve or sell a particular company.

An agreement is formed when:

• the parties sign an agreement; or
• we confirm acceptance of the customer’s order or accepted quotation in writing and any agreed advance, reservation or other required payment has been made.

We reserve the right to decline an assignment or transaction to the extent permitted by law.

5. Customer information, authority and cooperation

The customer must provide accurate, complete and current information and requested documents without delay. The customer or its representative must have authority to act in the stated capacity and enter into the agreement.

The customer is responsible for the accuracy, authenticity and lawfulness of information and documents it provides. It must promptly notify us of changes affecting the assignment, transaction, ownership, responsible persons, beneficial owners, source of funds, banking services or authority filings.

If incomplete, inaccurate or late information delays or prevents performance, the schedule is extended accordingly and the customer must pay for necessary additional work and direct costs caused by the failure.

6. Identification, sanctions and anti-money laundering

We comply with the Finnish Act on Preventing Money Laundering and Terrorist Financing and applicable sanctions obligations. A transaction or assignment requires us to be able to identify the customer, its representatives and beneficial owners and obtain sufficient information about the transaction’s purpose, ownership and control and, where necessary, source of funds.

We may request additional information, suspend the service, extend the schedule or refuse an assignment or transaction if:

• identification or customer due diligence cannot be completed sufficiently
• information is inconsistent, incomplete or cannot be reliably verified
• the payment, customer, beneficial owner, target company or transaction creates a sanctions, misuse or money-laundering risk
• performance is prevented or restricted by legislation, an authority, a bank or another competent party.

We may be legally prohibited from disclosing information about monitoring or reporting measures.

7. Company-specific information and buyer review

The available company’s price, incorporation year, registrations, financial history, possible bank account, credit rating and other features are always confirmed on a company-specific basis before the transaction and recorded in the transaction documents where necessary.

We provide the documents and information available to us to the agreed extent. Unless expressly agreed in writing, we do not warrant:

• the accuracy or real-time status of authority, credit or other third-party information
• the company’s suitability for the customer’s specific business, financing, licence, tax treatment or other purpose
• that a registration, banking service, financing, credit rating, contract or authority licence will continue or be granted after the transaction.

Before signing, the buyer must review the provided information and documents, raise identified uncertainties and assess suitability for the intended purpose. This does not restrict any express warranty in the signed share purchase agreement or liability under mandatory law.

8. Price, payment and costs

The price, payment schedule and included services are stated in the quotation or agreement. Public registration and authority fees, bank charges, external adviser fees, translations, legalisations, identity-verification costs, delivery charges and other third-party costs are charged to the customer unless expressly stated to be included.

Value added tax is added to taxable services as required by law. The tax treatment of a share purchase price and service fees depends on their legal nature.

Payments must be made by the due date without set-off or withholding unless mandatory law or a written agreement provides otherwise. Late amounts may accrue interest under the Finnish Interest Act and reasonable collection costs.

9. Reservation and advance payments; customer-caused interruption

The amount, purpose, crediting and refundability of any reservation or advance payment are stated in the quotation or agreement before payment. A reservation payment is not non-refundable unless this has been clearly agreed before payment and the term is reasonable under applicable law.

If an assignment or transaction ends for a reason attributable to the customer after work has been performed or costs incurred, we may charge for work already performed under the agreed rate or a reasonable work calculation, together with direct and committed external costs. Any excess advance is refunded unless otherwise agreed in writing within the limits of applicable law.

10. Completion and transfer of ownership

The conditions and time for transfer of ownership are determined by the signed share purchase agreement. Unless the agreement provides otherwise, ownership transfers only after the agreement has been signed, the purchase price and other due amounts have been paid and the agreed conditions have been satisfied.

A process description or timeline on the website is general and does not amend the signed agreement.

11. Registrations and authority matters

We perform only the filings and measures included in the quotation or agreement. The customer must review source information and approve documents before filing.

Authorities determine whether filings are accepted, how long processing takes and whether further information is required. We do not guarantee a registration date or authority decision. Estimated processing times are not binding.

After the transaction, the customer remains responsible for the company’s continuing legal obligations, including accounting, tax returns, licences, insurance, employer obligations and periodic filings, unless we have agreed in writing to perform a specific task.

12. Banking and financing

A bank account, access right, payment instrument, financing or other banking relationship is always subject to the bank’s approval, identification, due diligence, sanctions checks and risk assessment.

An existing bank account or banking relationship is a company-specific feature, not a guarantee that the bank will grant access to the new owner or continue the service unchanged. A bank may request further information, restrict services, change terms or terminate the relationship under its own regulation and terms.

We may assist with agreed banking steps, but we do not represent the bank and are not responsible for its decisions, processing times, service interruptions or requirements.

13. Schedules, delays and force majeure

Schedules are estimates unless a binding deadline is expressly agreed in writing. We are not responsible for delay to the extent caused by the customer, an authority, a bank, an identity or signature provider, an information system, payment traffic or another party outside our control.

A party is not responsible for delay or non-performance caused by an unforeseeable event that could not reasonably be prevented, including an authority decision, widespread telecommunications or system outage, labour dispute, natural disaster, war, epidemic or other force majeure event. Performance resumes within a reasonable period after the event ends.

14. Customer responsibility after the transaction

After ownership transfers, the buyer is responsible for the company’s business, contracts, payments, accounting, taxes, filings, licences, employees and legal compliance.

The customer may not use our services, documents or a purchased company for unlawful, misleading or rights-infringing purposes. The customer is responsible for direct losses, costs and authority fees incurred by us as a result of the customer’s materially inaccurate information, lack of authority, breach of agreement or unlawful conduct.

15. Withdrawal and consumer customers

Our services are primarily intended for business purposes. Business and organisational customers have no statutory consumer withdrawal right. Their right to cancel an order or assignment is determined by the quotation, agreement and these terms.

If the customer qualifies as a consumer under applicable law and the agreement is made at a distance, a 14-day withdrawal right may apply. If a consumer expressly requests performance during that period and withdraws after performance has begun, we may charge the reasonable amount permitted by law for work already performed. The withdrawal right may end after the service has been fully performed at the consumer’s express request and with the consumer’s prior acknowledgement.

Any withdrawal right concerning a share transaction or an individually structured contractual arrangement is assessed separately under mandatory law and the signed agreement. Nothing in these terms removes mandatory consumer rights.

16. Intellectual property and permitted website use

The website structure, text, images, graphics, identifiers, databases, document templates and other material belong to us or our licensors. The website may be used for personal and internal business information purposes.

Without prior written permission, users may not:

• copy, publish, sell or commercially exploit a substantial part of the material
• use automated collection in a manner that burdens the service, circumvents technical restrictions or builds a competing database
• remove copyright, trademark or source notices
• impersonate us or falsely suggest a partnership or endorsement.

Uses permitted by mandatory law remain unaffected.

17. Confidentiality

Each party must keep confidential the business, customer and personal information received from the other party and may use it only to perform the agreement, comply with law or protect its rights.

Confidentiality does not apply to information that is public, lawfully known to the recipient beforehand, independently developed or required to be disclosed by law, an authority or court proceedings.

18. Third-party services and links

The website may contain links or connections to services provided by banks, authorities, electronic signature services, map or video providers, analytics providers, social media platforms and other third parties. Third parties are responsible for their own services, availability, terms and privacy practices.

A link or integration does not mean that we are responsible for the third party’s content or decisions. The customer must review the third party’s terms before using its service.

19. Errors and complaints

The customer must review documents, information and performance without undue delay. Any error or deficiency must be reported promptly in writing, together with sufficient details of the claim and its grounds.

Where possible, we have the primary right to correct our own error or complete deficient performance within a reasonable period. This does not restrict rights under mandatory law or the signed agreement.

20. Limitation of liability

We are liable only for direct loss caused by our material breach of agreement or negligence. To the extent permitted by law, we are not liable for indirect or consequential loss, including loss of profit, revenue or business opportunity, reputational harm, loss of financing, loss of data or a third-party claim.

Unless the signed agreement provides otherwise, our aggregate liability arising from one assignment is limited to the service fees paid to us by the customer for that service. A share purchase price, authority fees and amounts remitted to third parties are not service fees.

The limitation does not apply to loss caused intentionally or by gross negligence, personal injury, or liability that cannot be limited under mandatory law. Company-specific warranties, liabilities and caps in a signed share purchase agreement are governed by that agreement.

21. Suspension and termination

We may suspend performance if an overdue payment is not made, the customer fails to provide required information, identification cannot be completed, the customer’s conduct threatens security or legal compliance, or continuation could breach legislation, sanctions, an authority order or binding third-party requirement.

A party may terminate the agreement for a material breach that is not remedied within a reasonable written cure period, unless the breach cannot be remedied. Payment obligations, accrued work charges, confidentiality, intellectual property, liability limitations and dispute provisions survive termination where applicable.

22. Personal data and cookies

Personal data processing and cookie use are described in our Privacy and Cookie Policy.

23. Changes to the terms

We may amend these terms for future website use, quotations and agreements. The updated version is published on this page with a new date.

An existing agreement generally remains subject to the version accepted when it was made unless a change is required by mandatory law or the parties accept it in writing. Existing customers will be informed of a material change where it affects an ongoing service.

24. Severability, waiver and assignment

If a term is held invalid or unenforceable, the remaining terms continue in effect and the invalid term is replaced by a lawful term that most closely reflects its permitted purpose.

A delay in exercising a right is not a waiver. The customer may not assign the agreement or rights under it without our written consent. We may assign the agreement to a group company or in connection with a transfer of business, provided that the customer’s position is not materially impaired.

25. Governing law and disputes

These terms and the contractual relationship are governed by Finnish law, excluding its choice-of-law rules.

Disputes with business and organisational customers are heard at first instance by the Helsinki District Court. The parties will first attempt to resolve the matter through negotiation.

A consumer may bring proceedings in the competent court of the consumer’s domicile as required by mandatory law. A consumer may also refer a matter to the Finnish Consumer Disputes Board and obtain guidance from Finnish Consumer Advisory Services.

26. Language versions

These terms are available in Finnish and English. If the versions conflict, the Finnish version prevails unless mandatory law or a written agreement between the parties provides otherwise.