Terms of Use

1. Identification of the Service Provider

In accordance with Article 5 of Directive 2000/31/EC of the European Parliament and of the Council of 8 June 2000 on certain legal aspects of information society services (the "E-Commerce Directive") and § 4 of the Estonian Information Society Services Act (Infoühiskonna teenuse seadus, "ISSA"), the provider of the website hmkapital.ee (the "Website") is:

• Legal name: HM KAPITAL OÜ (the "Company", "we", "us" or "our")
• Legal form: Private limited company (osaühing) incorporated under the laws of the Republic of Estonia
• Registered office: Veskiposti 2, 10138 Tallinn, Estonia
• Commercial Register code: 11639834
• VAT number: Available on request
• Telephone: +372 6415 000
• Email: info@hmkapital.ee

The Company is a private limited company providing fintech and investment advisory services on a contractual basis. The Website itself is operated as an information society service for general informational and lead-generation purposes. The Website does not constitute a regulated investment service, trading venue, payment service, or client portal. Where the Company performs activities falling within the scope of the Estonian Securities Market Act (Väärtpaberituru seadus) or Directive 2014/65/EU ("MiFID II"), such activities are conducted under separate written engagement and, where applicable, are subject to oversight by the Estonian Financial Supervision and Resolution Authority (Finantsinspektsioon). The competent consumer-protection supervisory authority for information society services in Estonia is the Consumer Protection and Technical Regulatory Authority (Tarbijakaitse ja Tehnilise Järelevalve Amet, "TTJA").

2. Acceptance of these Terms

2.1 Binding effect

These Terms of Use (the "Terms") constitute a legally binding agreement between the Company and any natural or legal person who accesses, browses, or otherwise uses the Website (the "User" or "you"). By accessing or using the Website in any manner, you confirm that you have read, understood and agree to be bound by these Terms and by all documents incorporated herein by reference, including the Privacy Policy and the Cookies Policy.

2.2 Standard terms

These Terms qualify as standard terms (tüüptingimused) within the meaning of § 35 et seq. of the Estonian Law of Obligations Act (Võlaõigusseadus, "LOA"). The Company has made these Terms available in a manner that allows the User to review, save and reproduce them prior to use of the Website.

2.3 Capacity

By using the Website, you represent and warrant that (i) you are at least 18 years of age and have full legal capacity to enter into binding agreements, or (ii) where you act on behalf of a legal entity, you are duly authorised to bind that entity.

2.4 No acceptance — no use

If you do not accept these Terms in full, you must immediately cease using the Website and remove any cached or stored content originating from it.

3. Definitions

For the purposes of these Terms, the following terms shall have the meanings set out below:

• "Content" means all information, text, graphics, logos, images, videos, software, data and other materials made available on the Website.
• "DSA" means Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on a Single Market for Digital Services.
• "GDPR" means Regulation (EU) 2016/679 (General Data Protection Regulation).
• "Business User" means a User accessing the Website for purposes related to its trade, business, craft or profession.
• "Consumer" means a natural person acting for purposes outside their trade, business, craft or profession.
• "User-Submitted Content" means any information voluntarily submitted by a User through contact forms, email, or other communication channels associated with the Website.
• "Services" means the regulated and unregulated advisory services offered by the Company under separate written agreement; the Services are not provided through the Website.

4. Scope, Amendments and Continuity

4.1 Scope

These Terms govern your use of the Website only. They do not constitute an offer to provide, or the actual provision of, any investment, advisory, legal, tax or accounting service. Any provision of Services by the Company is governed by a separate written engagement letter executed between the Company and the relevant client.

4.2 Right to amend

The Company reserves the right to amend, modify, supplement or replace these Terms at any time, in particular in response to changes in applicable law, regulatory requirements, technical developments, or business operations, in accordance with § 36 of the LOA.

4.3 Notification

Amendments shall take effect upon publication of the updated Terms on the Website together with an updated "Effective date" and "Version". For material changes, the Company shall use reasonable efforts to provide additional notice via a prominent banner on the Website for a period of no less than 14 (fourteen) calendar days. Continued use of the Website after the effective date of any amendment constitutes acceptance of the revised Terms.

5. Permitted and Prohibited Use

5.1 Permitted use

You may access and use the Website solely for lawful, informational and non-commercial purposes, or for legitimate business-to-business evaluation of the Company's Services, in each case in accordance with these Terms.

5.2 Prohibited use

You undertake not to, and not to permit any third party to:

• (a) use the Website in violation of any applicable Estonian, European Union or other applicable law, including the DSA, the GDPR, sanctions regimes, and anti-money-laundering legislation;
• (b) access or attempt to access any non-public area of the Website, server or related infrastructure without authorisation;
• (c) introduce, transmit or distribute any virus, worm, Trojan horse, ransomware, logic bomb or other malicious code;
• (d) employ any automated means, including robots, spiders, scrapers, crawlers, harvesters, or similar data-extraction technologies, to access, index, copy or monitor any part of the Website, except for general-purpose search-engine crawlers operating in accordance with our robots.txt directives;
• (e) reproduce, duplicate, copy, sell, resell, rent, lease, distribute or otherwise commercially exploit any part of the Website or Content without the Company's prior written consent;
• (f) misrepresent your identity, affiliation, or the source of any User-Submitted Content, or impersonate any natural or legal person;
• (g) interfere with, disrupt, or impose an unreasonable load on the Website's infrastructure, including by means of denial-of-service or similar attacks;
• (h) circumvent or attempt to circumvent any technical access-control, security or rate-limiting measures;
• (i) use the Website to transmit unsolicited commercial communications, illegal content within the meaning of Article 3(h) of the DSA, or content infringing third-party intellectual-property rights;
• (j) use the Website in any manner that could damage, disable, overburden or impair the reputation, operation or security of the Company.

5.3 Consequences of breach

The Company reserves the right, at its sole discretion and without prior notice, to suspend, restrict or terminate your access to the Website in case of actual or suspected breach of Section 5.2, without prejudice to any other remedies available under applicable law.

6. Intellectual Property

6.1 Ownership

All Content, including the Website's structure, source code, design, layout, graphics, photographs, illustrations, text, databases, trademarks, service marks, trade names, logos and the selection and arrangement thereof, is owned by HM KAPITAL OÜ or its licensors and is protected by the Estonian Copyright Act (Autoriõiguse seadus), Directive (EU) 2019/790 on copyright and related rights in the Digital Single Market, the Estonian Trademark Act (Kaubamärgiseadus) and other applicable intellectual-property laws.

6.2 Limited licence

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and view the Content on a personal device for your internal informational purposes only. No other rights are granted by implication, estoppel or otherwise.

6.3 Trademarks

"HM KAPITAL" and any associated logos and slogans are trademarks of HM KAPITAL OÜ. Nothing on the Website may be construed as granting any licence or right to use any trademark without the Company's prior written consent.

6.4 Reservation of rights

All rights not expressly granted herein are reserved by the Company and its licensors.

7. User-Submitted Content

7.1 Submissions

Where the Website permits the submission of information through contact forms, callback requests or email links, you represent and warrant that any User-Submitted Content is accurate, lawful, non-infringing, and that you have all necessary rights to provide it.

7.2 Licence to the Company

By submitting User-Submitted Content, you grant the Company a non-exclusive, worldwide, royalty-free, transferable, sublicensable licence to use, reproduce, store and process such content for the purpose of responding to your enquiry, evaluating a potential engagement, internal record-keeping, and complying with legal obligations. Processing of personal data is governed by our Privacy Policy.

7.3 No obligation to act

The Company is under no obligation to respond to, act upon, store, or preserve any User-Submitted Content. Submission of an enquiry does not create any contractual, fiduciary, advisory or client relationship between you and the Company.

7.4 Confidential information

Do not submit confidential, privileged or material non-public information through the Website. Any such submission is made at your own risk and shall not be treated as confidential unless and until a written non-disclosure agreement has been executed between you and the Company.

8. Informational Nature of Content — Critical Disclaimers

8.1 No investment advice

The Content is provided for general informational purposes only. It does not constitute, and shall not be construed as constituting:

• (a) investment advice, investment research, portfolio management, reception and transmission of orders, execution of orders, placement of financial instruments, or any other investment service or activity within the meaning of Annex I of MiFID II or the Estonian Securities Market Act (Väärtpaberituru seadus);
• (b) a personal recommendation within the meaning of Article 9 of Commission Delegated Regulation (EU) 2017/565;
• (c) an offer, solicitation, invitation, inducement, or recommendation to buy, sell, subscribe for, or otherwise transact in any financial instrument, security, digital asset, or other product;
• (d) legal, tax, accounting, regulatory or actuarial advice.

8.2 No solicitation in restricted jurisdictions

The Content is not directed at, and is not intended for use by, any person or entity located in any jurisdiction where the publication, availability or use of such Content would be contrary to local law or regulation, or would subject the Company to any registration, licensing or notification requirement within such jurisdiction. It is the User's responsibility to ascertain and comply with any restrictions applicable in their jurisdiction.

8.3 Past performance and forward-looking statements

Past performance is not a reliable indicator of future results. Any forward-looking statements, projections, forecasts, scenarios or simulated returns are inherently uncertain, may not be realised, and are provided for illustrative purposes only.

8.4 Digital asset and crypto risk warning

Digital assets, crypto-assets and tokenised instruments are subject to significant volatility, technological risk, custody risk, regulatory uncertainty (including evolving requirements under Regulation (EU) 2023/1114 — "MiCA"), liquidity risk, and risk of partial or total loss of capital. Such instruments are not covered by investor-compensation or deposit-guarantee schemes. Users must independently assess the suitability of any digital-asset exposure.

8.5 No client onboarding via the Website

The Website does not facilitate client onboarding, identity verification, or any procedure required under the Estonian Money Laundering and Terrorist Financing Prevention Act (Rahapesu ja terrorismi rahastamise tõkestamise seadus) or Directive (EU) 2015/849. Client onboarding, where applicable, is performed exclusively through the Company's separate, secure onboarding procedures.

9. No Fiduciary or Client Relationship

Use of the Website, submission of User-Submitted Content, or any informal communication with the Company through the Website does not create any fiduciary, advisory, agency, brokerage, employer-employee, partnership, joint-venture or client relationship between you and the Company. Any such relationship arises exclusively upon execution of a written engagement letter and, where applicable, completion of regulatory onboarding requirements.

10. Third-Party Links and Content

The Website may contain hyperlinks to websites, services, applications or resources operated by third parties. Such links are provided for convenience only. The Company does not control, endorse, monitor, verify or assume any responsibility for the content, accuracy, availability, security, privacy practices or terms of any third-party resource. Your access to and use of any third-party resource is at your own risk and subject to the terms of that third party.

11. Geographic Restrictions and Access

11.1 Targeted markets

The Website is operated from Estonia and is primarily intended for Business Users located in the European Union and the European Economic Area.

11.2 Geo-blocking

The Company complies with Regulation (EU) 2018/302 on addressing unjustified geo-blocking. Where the Company restricts access to certain Content or functionalities by geographic criteria, such restrictions are imposed solely to comply with applicable law, regulatory requirements, or licensing constraints, and shall not constitute unjustified discrimination under that Regulation.

11.3 User responsibility

It remains your sole responsibility to comply with all laws, regulations and rules applicable in the jurisdiction from which you access the Website. If your access from any jurisdiction would render the Website's availability, or the Content, unlawful, you must not access or use the Website.

12. Disclaimer of Warranties

12.1 "As is" / "As available"

To the maximum extent permitted by applicable law, the Website and all Content are provided on an "as is" and "as available" basis, without any representations, conditions or warranties of any kind, whether express, implied, statutory or otherwise.

12.2 Excluded warranties

The Company expressly disclaims all warranties of merchantability, fitness for a particular purpose, accuracy, completeness, currency, non-infringement, uninterrupted or error-free operation, and freedom from harmful components.

12.3 Mandatory protections preserved

Nothing in this Section 12 shall exclude or limit any warranty, right or remedy that cannot be lawfully excluded or limited under the LOA, the Estonian Consumer Protection Act (Tarbijakaitseseadus), Directive 2011/83/EU on consumer rights, or any other mandatory provision of Estonian or European Union law applicable to Consumers.

13. Limitation of Liability

13.1 General limitation

To the maximum extent permitted by applicable law, the Company, its shareholders, directors, officers, employees, agents and affiliates shall not be liable for:

• (a) any indirect, incidental, special, consequential, punitive or exemplary damages;
• (b) any loss of profits, revenue, business, goodwill, anticipated savings, contracts, opportunities, or data;
• (c) any business interruption or loss arising from reliance on the Content;
• (d) any damage arising from third-party content, third-party services, or unauthorised access to the Website by third parties despite the Company's reasonable security measures.

13.2 Aggregate cap

To the extent that the Company is found liable for any matter arising out of or in connection with these Terms or the use of the Website, the Company's aggregate liability shall be limited to EUR 1,000 (one thousand euros) per User per twelve-month period.

13.3 Unlimited liabilities

Nothing in these Terms shall exclude or limit the Company's liability for:

• (a) intent (tahtlus) or gross negligence (raske hooletus) within the meaning of § 104 of the LOA;
• (b) death or personal injury caused by the Company's negligence;
• (c) fraud or fraudulent misrepresentation;
• (d) any other liability that cannot be excluded or limited under mandatory provisions of Estonian law.

13.4 Allocation of risk

The User acknowledges that the limitations set out in this Section 13 are a reasonable allocation of risk in light of the informational, free-of-charge nature of the Website.

14. Indemnification

The User shall indemnify, defend and hold harmless the Company and its affiliates, and their respective directors, officers, employees and agents, from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (i) the User's breach of these Terms; (ii) the User's violation of applicable law; (iii) the User's infringement of any third-party right; or (iv) any User-Submitted Content provided by the User.

15. Privacy and Data Protection

The Company processes personal data in accordance with the GDPR, the Estonian Personal Data Protection Act (Isikuandmete kaitse seadus) and the Company's Privacy Policy, which forms an integral part of these Terms. By using the Website, you acknowledge that you have read and understood the Privacy Policy.

16. Cookies

The Website uses cookies and similar technologies as described in the Company's Cookies Policy, in accordance with Article 5(3) of Directive 2002/58/EC (the "ePrivacy Directive") and § 1031 of the Estonian Electronic Communications Act (Elektroonilise side seadus). Non-essential cookies are activated only upon your prior consent.

17. Security

17.1 Company measures

The Company implements reasonable technical and organisational measures to safeguard the Website against unauthorised access, alteration, disclosure or destruction.

17.2 User obligations

Where the Website provides any restricted-area functionality, you are responsible for maintaining the confidentiality of any access credentials and for all activity conducted under such credentials. You must notify the Company without undue delay at info@hmkapital.ee of any suspected unauthorised access, security breach, or compromise of credentials.

18. Force Majeure

The Company shall not be liable for any failure or delay in performance of its obligations under these Terms to the extent caused by events beyond its reasonable control, including but not limited to acts of God, war, armed conflict, terrorism, civil disturbance, governmental action, sanctions, pandemic, fire, flood, earthquake, strike, labour dispute, failure of internet service providers, telecommunications failures, cyber-attacks, or power outages. The affected obligations shall be suspended for the duration of the force-majeure event.

19. Severability

If any provision of these Terms is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable, or, if such modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect, in accordance with § 39 of the LOA.

20. Entire Agreement and No Waiver

These Terms, together with the Privacy Policy and Cookies Policy, constitute the entire agreement between the User and the Company with respect to the use of the Website, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) on the subject matter. No failure or delay by the Company in exercising any right under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise.

21. Assignment

The Company may assign, transfer, delegate, or sub-contract any of its rights or obligations under these Terms to any affiliate, successor in interest, or acquirer of all or substantially all of its assets, without the User's consent. The User may not assign or transfer any of its rights or obligations under these Terms without the Company's prior written consent.

22. Notices

Notices to the Company shall be sent in writing in English or Estonian to:

• Postal address: HM KAPITAL OÜ, Veskiposti 2, 10138 Tallinn, Estonia
• Email: info@hmkapital.ee

Notices shall be deemed received: (i) if sent by registered mail, on the fifth (5th) business day after dispatch; (ii) if sent by email, on the next business day following transmission, provided no delivery-failure notification is received. Notices to the User may be sent to the email address provided by the User or by posting on the Website.

23. Governing Law

These Terms, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict-of-laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

24. Jurisdiction

24.1 Business Users

Subject to Section 24.2, any dispute, controversy or claim arising out of or in connection with these Terms or the use of the Website shall be submitted to the exclusive jurisdiction of the courts of the Republic of Estonia, with the Harju County Court (Harju Maakohus) being the court of first instance, in accordance with the Estonian Code of Civil Procedure (Tsiviilkohtumenetluse seadustik) and Regulation (EU) 1215/2012 ("Brussels I Recast").

24.2 Consumers

Nothing in Section 24.1 shall deprive a Consumer of the protection afforded by mandatory provisions of the law of the EU Member State in which the Consumer is habitually resident, including the right to bring proceedings in, and to be sued only in, the courts of that Member State pursuant to Articles 17–19 of the Brussels I Recast Regulation.

25. Language

These Terms are issued in English, which version shall prevail in case of any inconsistency. An Estonian translation may be provided for convenience; in the event of any discrepancy, the English version controls, save where Estonian mandatory law requires otherwise in respect of Consumers.

26. Online Dispute Resolution

In accordance with Article 14 of Regulation (EU) 524/2013 on consumer ODR, Consumers resident in the European Union may submit disputes arising from online services to the European Commission's Online Dispute Resolution platform, available at ec.europa.eu/consumers/odr. The Company's contact email for such purposes is info@hmkapital.ee. The Company is not obliged, and does not commit, to participate in alternative dispute-resolution proceedings before a consumer-dispute-resolution body unless required by law.

27. Complaints

27.1 Direct complaints

Any complaint regarding the Website or the Company should be addressed in the first instance to the Company at info@hmkapital.ee or by post to the registered office. The Company shall acknowledge receipt within five (5) business days and use reasonable efforts to provide a substantive response within thirty (30) calendar days.

27.2 Supervisory authorities

Without prejudice to any other remedy, Users may address complaints to the following authorities, as competent:

• Consumer Protection and Technical Regulatory Authority (Tarbijakaitse ja Tehnilise Järelevalve Amet — TTJA), Endla 10a, 10122 Tallinn, info@ttja.ee, ttja.ee;
• Estonian Data Protection Inspectorate (Andmekaitse Inspektsioon) for data-protection matters, aki.ee;
• Estonian Financial Supervision and Resolution Authority (Finantsinspektsioon) for matters falling within its statutory remit, fi.ee.

28. Accessibility

The Company is committed to making the Website accessible in accordance with the principles of Directive (EU) 2019/882 (the "European Accessibility Act") and the Estonian Accessibility Act (Toote ja teenuse ligipääsetavuse seadus), to the extent applicable to the Company's services. Users encountering accessibility barriers are invited to contact info@hmkapital.ee so that reasonable remedial measures can be considered.

29. Effective Date and Version

Version	Effective Date	Summary of Changes
1.0	14 May 2026	Initial production release.

Historical versions of these Terms are retained by the Company and may be made available upon written request.