The e-resident's checklist for Estonian service agreements

Signing a service agreement with an Estonian company sounds straightforward - until you realise the contract was drafted by the other party's lawyer and you are signing in English with no local counsel.

1. Governing law and jurisdiction

Confirm the contract explicitly states Estonian law applies and that disputes are handled in Estonian courts (or agreed arbitration). Which law applies is decided by the Rome I Regulation (EU) 593/2008: the parties may choose it (art. 3), and without a choice art. 4 decides.

2. Payment terms

If no payment date is agreed, VÕS § 82 only requires payment within a reasonable time, so set a clear due date. Vague terms like "payment upon satisfaction" create disputes. Late payment carries statutory interest under VÕS § 113 even without a clause, and between businesses the creditor may also claim a flat €40 (§ 113¹).

3. Liability caps

Check whether liability is capped and whether indirect damages are excluded. Uncapped liability clauses are a common red flag in Estonian B2B contracts.

4. Termination rights

Both parties should know how to exit. A long-term contract without a fixed term can be terminated with reasonable notice (VÕS § 195 lg 3) unless the contract sets a notice period.

5. IP ownership

For tech and creative services, clarify who owns deliverables. Silence on IP leaves you with the defaults of the Copyright Act (AutÕS), including the written form needed to transfer rights (§ 49).

Not sure about a clause? Upload the contract for a free risk summary before you sign.