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). VÕS § 1 establishes the general framework for contractual obligations in Estonia.

2. Payment terms

Under VÕS § 82, payment deadlines must be clear. Vague terms like "payment upon satisfaction" can create disputes. Specify currency, due date, and late payment consequences.

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. VÕS § 196 requires reasonable notice for ordinary termination unless the contract specifies otherwise.

5. IP ownership

For tech and creative services, clarify who owns deliverables. Silence on IP can default to complex rules under VÕS and AÕS.

When in doubt, upload your contract for a free issue count before you sign.