Client Acceptance Policy

1.1.Averium's status. Averium Consulting OÜ (registry code 17232358, Maakri tn 19/1, 10145 Tallinn; hereinafter “Averium” or “we”) provides legal and business consultancy services, as well as services related to the formation of companies and the provision of a registered address and a contact person. In respect of these activities, Averium is an obliged entity (kohustatud isik) under § 2 of RahaPTS (Rahapesu ja terrorismi rahastamise tõkestamise seadus): subsection 1, clauses 8 and 9 – tax advisory services and services of forming companies and providing an address and a contact person (RahaPTS § 8); subsection 2 – the provision of legal services when participating in the client's financial and real estate transactions, and when assisting with the formation of companies, transactions in their shares and their management. Averium is required to apply client due diligence measures, to monitor business relationships and to report suspicious transactions.

1.2.What Averium is not. Averium is not a credit or financial institution, a payment institution, an electronic money institution or a crypto-asset service provider. Averium does not accept, hold or transfer client funds, does not act as a nominee director, shareholder or trustee, and does not provide services that conceal the identity of an owner.

1.3.Purpose of the Policy. The Policy ensures that (a) Averium is not used for money laundering, terrorist financing, the circumvention of sanctions or tax evasion; (b) every client undergoes due diligence proportionate to its risk before services begin; (c) decisions on client acceptance are taken consistently and documented; (d) clients, banks and partners can understand our standards in advance.

1.4.Scope. The Policy applies to all business relationships and one-off engagements of Averium, regardless of the amount of the fee, the channel through which the client approaches us and the client's jurisdiction. It extends to clients, their representatives, beneficial owners, payers of fees (where the payer is a third party) and, to the extent necessary to carry out the engagement, to the client's counterparties in transactions in which Averium is involved.

1.5.Legal basis.

1.6.Related documents. The Policy applies together with the Prohibited and Restricted Jurisdictions Policy (categories A, B, C), the Privacy Policy, the General Terms of Service and the internal rules of procedure and internal control, which are not published.

2.1.Client – a natural or legal person with whom Averium enters into a services agreement or carries out an occasional transaction, as well as a person who has applied for a service and is undergoing due diligence.

2.2.Client's representative – a person acting on behalf of the client by operation of law (a member of the management board, a director) or under a power of attorney.

2.3.Beneficial owner (UBO) – under RahaPTS § 9, the natural person who ultimately owns or controls the client, or in whose interests a transaction is carried out. For a legal person, the natural person who directly or indirectly holds more than 25% of the ownership interests, shares or voting rights, or otherwise exercises control (the right to appoint management, a veto, shareholder agreements, de facto influence). If such a person cannot be identified after all possible means of identification have been exhausted, and there are no grounds to suspect that such a person exists, a member of the senior management body is deemed to be the beneficial owner, and the reasons why the UBO has not been identified are recorded in the file.

2.4.Politically exposed person (PEP) – a natural person who performs or has performed prominent public functions in any country, in particular: head of state or head of government, minister, deputy or assistant minister, member of parliament, member of the governing body of a political party, member of a supreme or constitutional court, member of a court of auditors or of the board or council of a central bank, Chancellor of Justice, ambassador, envoy or chargé d'affaires, high-ranking officer in the armed forces, member of the governing body of a state-owned enterprise, head, deputy head or member of the governing body of an international organisation; after leaving office, a person continues to be treated as a PEP for at least 12 months and for as long as the related risks persist (RahaPTS § 9¹ and § 41(3)). Family member – a spouse or a person considered equivalent to a spouse, a registered partner, children, their spouses (or persons considered equivalent to spouses) and registered partners, and parents. Close associate – a person who, jointly with a PEP, is the beneficial owner of a legal person or trust or has close business relations with the PEP, as well as the beneficial owner of a structure set up for the benefit of a PEP.

2.5.Business relationship – a relationship which, when it is established, is expected to be of some duration (retainer services, handling a matter, successive engagements). Occasional transaction – a single engagement with no expectation of continuation; the same due diligence requirements apply to it if the value of the transaction or the amount of the fee is at least EUR 15,000 (including in several linked payments within a year), if the engagement relates to the formation of a company, or if there is a suspicion of money laundering or terrorist financing.

2.6.Source of funds – the origin of the specific money with which the service is paid for or the transaction is carried out (the account from which payment will be made, the transaction, the income). Source of wealth – the origin of the person's total wealth (business activity, inheritance, sale of an asset, employment income).

2.7.High-risk third country – a country included in the list in Delegated Regulation (EU) 2016/1675, as amended (RahaPTS § 3 clause 18). For the purposes of the Policy, countries on the FATF black or grey list and countries that Averium classifies as category B on the basis of its own risk assessment are treated as equivalent to them.

2.8.Sanctions – restrictive measures of the EU and the UN, as well as measures of the United Kingdom (OFSI) and the United States (OFAC), which Averium takes into account by operation of law or because of the risk they pose to the client's payments and business relationships.

2.9.Compliance officer – a member of the management board or a designated employee of Averium who performs the functions of the contact person of RAB (kontaktisik) under RahaPTS § 17 and takes decisions on matters covered by this Policy.

3.1.Risk-based approach. The scope of due diligence depends on the assessed risk of the client, its geography, the service and the channel of interaction. Low risk does not mean no due diligence: a minimum set of measures applies to everyone.

3.2.Due diligence before work begins. Averium does not begin providing services, sign an agreement or accept payment until identification, sanctions screening and approval of the client have been completed. The exception is urgent measures to protect the client's rights (for example, replying to a bank request with a short deadline), which may be started in parallel with due diligence by decision of the compliance officer, provided that the risk is low and that due diligence is completed before any legally significant acts are performed on the client's behalf and before the first payment (RahaPTS § 30(2)–(3)).

3.3.Independence. In the client's dealings with banks, payment institutions, regulators and counterparties, Averium acts exclusively on the client's side. Averium does not accept engagements in which the client's interests conflict with the interests of another Averium client in the same matter.

3.4.Prohibition of disclosure (no tipping-off). Averium does not inform the client or third parties that enhanced due diligence is being carried out in respect of the client in connection with a suspicion, that a report has been filed with RAB or that a request from RAB has been received (RahaPTS § 51). A refusal to accept a client or a termination of the relationship may be communicated without giving reasons.

3.5.Right to refuse. Averium may refuse to establish a business relationship or to carry out a transaction without giving reasons, and must refuse if due diligence measures cannot be applied or if there is a suspicion of money laundering or terrorist financing (RahaPTS § 42).

3.6.Documentation. Every decision to accept a client, to classify it as high risk, to refuse it or to terminate the relationship is recorded in the client file, stating the date, the grounds and the person who took the decision.

3.7.Equal standards. The Policy applies equally to clients who come to us directly, on the recommendation of partners and through advertising.

Averium refuses to accept a client, and stops any due diligence already under way, if any of the following circumstances exists. In these cases the decision requires no further approval and is not reconsidered.

4.1.Sanctions. The client, its representative, beneficial owner, payer or key counterparty to the engagement is included in the sanctions lists of the EU, the UN, OFSI or OFAC, or is owned or controlled (directly or indirectly, 50% or more or otherwise) by such a person, or acts on its behalf.

4.2.Prohibited jurisdictions. The client, its representative or beneficial owner is a citizen or resident of a category A jurisdiction under the Prohibited and Restricted Jurisdictions Policy, the company is registered there or is effectively managed from there, or the engagement relates to transactions with such a jurisdiction. Exception for citizens: a person who has been permanently resident in a category C jurisdiction (by residence permit or citizenship) for at least three years may be accepted after enhanced due diligence, provided there are no other connections with category A, on the terms of clause 4.3 of the Prohibited and Restricted Jurisdictions Policy.

4.3.Opaque ownership structure. The client refuses to disclose its beneficial owners or discloses them only in part, or the ownership structure does not allow the UBO to be identified (bearer shares, nominee shareholders without disclosure of the principal, chains through jurisdictions without registers, trusts without identifiable beneficiaries).

4.4.False information. The documents submitted are forged, altered, or expired where no valid ones are provided, or the client's information contradicts public registers and is not explained.

4.5.Companies without economic substance. Companies that have no real activity, staff, premises or assets and are set up for the transit of funds, with the exception of holding companies and newly formed companies with a clear business plan and a disclosed UBO.

4.6.Prohibited business models. Averium does not serve persons whose activity (main or significant ancillary) falls into the following categories:

4.7.Unacceptable engagements. Averium refuses an engagement if the client asks it to: appoint Averium or one of its employees as a nominee director, shareholder or contact person without actual management; accept or hold client funds in Averium's accounts; prepare documents to be used by a third party that has not passed due diligence; create the appearance of economic activity in order to pass a bank's checks; submit knowingly incomplete or distorted information to a bank or regulator.

4.8.Adverse information. The client, representative or UBO has been charged with or convicted of money laundering, terrorist financing, corruption, fraud or organised crime, or there is reliable public information about such activity.

5.1.Triggers. Enhanced due diligence is mandatory where at least one of the following circumstances exists:

5.2.Measures. Under enhanced due diligence, Averium additionally: requests documentary evidence of the source of funds for the specific transaction and of the source of wealth (contracts, statements, tax returns, reports, evidence of the sale of assets); runs checks against open sources and adverse information databases in Russian, English and the language of the client's country; obtains the written approval of the compliance officer and, for PEPs and category B, of a member of the management board; sets up enhanced monitoring (review of the file every 6 months, confirmation of every atypical transaction); where necessary, holds an in-person meeting or carries out video identification with verification of the identity document.

5.3.Consequences. A high-risk client is accepted only if all measures produce a positive result. Inability to provide documentary evidence of the source of funds or the source of wealth is grounds for refusal.

6.1.Stages.

• 1. Enquiry

  Content

  Receipt of the enquiry through the website or at info@averium.ee; initial entry in the CRM

  Responsible

  Lead lawyer

  Time frame

  Reply within 1 business day

• 2. Initial assessment

  Content

  Check for obvious grounds for refusal (section 4), conflicts of interest (section 8) and fit with Averium's services

  Responsible

  Lead lawyer

  Time frame

  Before the introductory call

• 3. Introductory call

  Content

  Clarifying the task, structure, geography and expected timelines; explaining the due diligence requirements

  Responsible

  Lead lawyer

  Time frame

  Within 3 business days of the enquiry

• 4. Document request

  Content

  Sending the list of documents under section 7 and the questionnaire (Appendix C)

  Responsible

  Lead lawyer

  Time frame

  On the day of the call

• 5. Identification and verification

  Content

  Checking documents; identifying the client, the representative and the UBO by the chosen method

  Responsible

  Lead lawyer, compliance officer

  Time frame

  1–3 business days after receipt of the complete set

• 6. Screening

  Content

  Screening of all persons against the EU, UN, OFSI and OFAC sanctions lists, PEP lists and adverse information

  Responsible

  Compliance officer

  Time frame

  On the day of verification

• 7. Risk assessment

  Content

  Assignment of a risk level under the matrix in Appendix A

  Responsible

  Compliance officer

  Time frame

  On the day of verification

• 8. Decision

  Content

  Standard due diligence → acceptance by the lead lawyer; high risk → approval by the compliance officer and a member of the management board; refusal

  Responsible

  According to risk level

  Time frame

  Up to 2 business days

• 9. Agreement

  Content

  Proposal with a fixed fee, services agreement, power of attorney, prepayment

  Responsible

  Lead lawyer

  Time frame

  After the decision

• 10. Monitoring

  Content

  Ongoing monitoring under section 9

  Responsible

  Compliance officer

  Time frame

  Throughout the relationship

6.2.Complete set of documents. The due diligence period runs from receipt of the complete set of documents. An incomplete set is returned with a list of what is missing; after 30 days without a response, the request is closed.

6.3.Refusal. A refusal is communicated in writing, without reasons if giving reasons is prohibited by law or could reveal that a report has been filed with RAB. Documents received are deleted within 30 days of the refusal unless their retention is required under RahaPTS §§ 46–47 (including information on the circumstances of the refusal) or to protect Averium's rights.

6.4.Record. The client file contains: copies of documents, screening results with the date and source, the risk assessment, the acceptance decision, the agreement, the power of attorney and monitoring records.

7.1.Legal person registered in Estonia.

7.2.Legal person registered outside Estonia. In addition to clause 7.1: an extract from the register of the country of registration not older than 3 months, a certificate of good standing and a certificate of incumbency (showing the management bodies and members) not older than 3 months, the constitutional documents, the register of shareholders and the ownership structure down to the UBO, with supporting documents at each level. Documents issued outside the EU are accepted with an apostille (for countries party to the 1961 Hague Convention) or with consular legalisation; documents in languages other than Estonian, English and Russian are accepted with a translation made by a sworn translator or certified by a notary.

7.3.Trusts, foundations, partnerships. The trust deed or the foundation's charter; information on the settlor, the trustee, the protector, the beneficiaries and any person controlling the structure; identification of each of them as a UBO; an extract from the register of trusts, if one is kept.

7.4.Natural person. A valid passport or ID card; proof of residential address not older than 3 months (utility bill, bank statement, certificate of registered residence); a description of activities and of the purpose of the request; evidence of the source of funds for paying for the services; the PEP questionnaire (Appendix C); for high risk, evidence of the source of wealth.

7.5.Third-party payer. If the services are paid for by a person who is not the client, the payer is identified to the same extent as the client and provides a written justification for the payment (loan agreement, corporate relationship, other).

7.6.Methods of identification.

7.7.Identity documents. The following are accepted if valid: a passport, an ID card of an EU/EEA state, a residence permit with biometric data. Driving licences are not accepted. A copy of the document is kept in the file.

7.8.Up-to-date documents. Documents obtained earlier for another engagement are reused only within the update periods under section 9.

8.1.Before accepting an engagement, Averium checks against its internal register whether the client, its UBO or a counterparty in the matter is a party whose interests conflict with the interests of another Averium client in the same or a related matter.

8.2.If a conflict is identified, Averium declines the new engagement or, where this is permissible and both parties give informed written consent, arranges for the work to be done by different staff behind an information barrier.

8.3.The conflict check extends to partner firms brought in to carry out the engagement: Averium asks them to confirm that there is no conflict before passing on the case materials.

9.1.Frequency of file updates.

• Low

  Full file review

  Every 3 years

  Confirmation that data are up to date

  Annually

• Standard

  Full file review

  Annually

  Confirmation that data are up to date

  On every new engagement

• High

  Full file review

  Every 6 months

  Confirmation that data are up to date

  On every atypical transaction

9.2.Triggers for an unscheduled update. A change in the ownership structure, management board or name; a change in the country of registration, residence or citizenship; a new engagement that does not match the declared profile; a request from a bank, a regulator or law enforcement authorities; adverse information; expiry of the identity document.

9.3.Sanctions monitoring. All clients, representatives and UBOs are re-screened against the sanctions lists every time those lists are updated, but at least once a month, and before every significant step in the matter.

9.4.Transaction monitoring. In the course of engagements, Averium assesses whether the client's transactions are consistent with the declared profile. Transactions with no apparent economic purpose, or atypical in amount, geography or counterparty, are subject to clarification; if they cannot be explained, they are considered for a report to RAB.

9.5.Reporting to RAB. Where money laundering or terrorist financing is suspected, Averium files a report with the Financial Intelligence Unit under RahaPTS § 49 without notifying the client. A transaction that gives rise to suspicion is postponed until the report has been filed with RAB, where possible (RahaPTS § 49(6)).

9.6.Sanctions obligations. On identifying a person subject to sanctions, Averium immediately stops providing services, freezes that person's funds and economic resources at its disposal (if any), does not make funds or economic resources available to that person, and notifies RAB without delay in accordance with the International Sanctions Act.

10.1.Grounds. Averium terminates the relationship if: grounds for unconditional refusal are identified (section 4); the client does not provide documents for updating the file within 30 days of the request; the client acts inconsistently with the declared profile and does not explain this; an instruction is received from RAB or a competent authority; continuing the relationship creates an unacceptable reputational or legal risk for Averium.

10.2.Procedure. Notice is given in writing, observing the notice periods in the agreement, except where the law requires immediate termination. Procedural steps already under way whose discontinuation would cause the client disproportionate harm are completed to the extent permitted by law or handed over to another adviser.

10.3.Documents and money. Original documents are returned to the client; copies are kept in accordance with section 12. Any unearned prepayment is refunded, less the services actually provided, unless the law or the agreement provides otherwise.

For banks, payment institutions and partners, Averium confirms the following limits on its activity:

1. 1.It does not accept or hold client funds, does not open accounts in its own name for the benefit of clients and does not make payments on their behalf.
2. 2.It does not act as a nominee director, management board member, shareholder, founder or beneficiary for clients.
3. 3.It does not provide crypto-asset custody, exchange or transfer services.
4. 4.It does not guarantee the opening of an account, the grant of a licence or residence permit, or any other decision of a third party.
5. 5.It does not provide services to clients from prohibited jurisdictions or to sanctioned persons.
6. 6.It does not prepare documents intended to mislead banks, regulators or courts.
7. 7.It does not provide a registered address and contact person to companies that have not passed due diligence under this Policy, and it terminates such services if the data for updating the file are not provided.
8. 8.It does not rely on due diligence carried out by third parties without its own verification.

12.1.Retention period. Data and documents collected during client due diligence, and correspondence and transaction documents connected with compliance with the requirements of RahaPTS, are kept for 5 years after the end of the business relationship or the occasional transaction (RahaPTS § 47); agreements and case files are kept for the periods set out in the Privacy Policy. Under a precept issued by RAB, the period may be extended by no more than 5 years (up to 10 years in total).

12.2.Access. The lead lawyer, the compliance officer and the members of the management board have access to the file. Data are passed to partner firms to the extent needed for their part of the work, under a confidentiality undertaking.

12.3.Disclosure. Data are disclosed to RAB, the courts, the Financial Supervision and Resolution Authority and other authorities in the cases provided for by law. The client is notified of the disclosure unless this is prohibited by law.

12.4.Personal data. Processing is governed by the Privacy Policy; the rights of data subjects may be restricted within the limits of RahaPTS § 47, § 48 and § 51 and Article 23 GDPR.

13.1.The compliance officer is appointed by the management board, performs the functions of the contact person of RAB, approves decisions on high-risk clients, keeps the register of refusals and reports, and is responsible for updating this Policy and the Prohibited and Restricted Jurisdictions Policy.

13.2.The management board is responsible for organising the internal control system, allocating resources and the annual risk assessment of the business (RahaPTS §§ 13–14).

13.3.Training. All employees and engaged lawyers are trained on this Policy when they join and at least once a year thereafter; the training is recorded.

13.4.Internal audit. Compliance with the Policy is audited at least once a year; the results are reported to the management board together with a plan to remedy any deficiencies.

13.5.Breaches. A breach of the Policy by an employee is grounds for disciplinary action, up to and including termination of employment.

14.1.Averium does not apply the provisions of RahaPTS § 24 on reliance on due diligence measures carried out by third parties: identification and screening are always carried out by Averium itself, even if the client has already been checked by a partner firm or a bank.

14.2.Clients who come on the recommendation of partners undergo full due diligence; the partner receives no information on the results of the due diligence other than whether or not the client has been accepted.

14.3.Partner firms brought in to carry out engagements in other jurisdictions must be regulated legal or consulting firms subject to AML requirements in their own country; Averium checks their status before engaging them for the first time and annually thereafter.

The Policy is reviewed at least once a year, and also when there are changes in legislation, sanctions regimes, the FATF and EU lists or Averium's business model, or following an internal audit. The current edition is published on averium.ee; if the public and internal editions differ, the stricter one applies.

• Geography of the client and UBO

  Low (1)

  Category C (under the Prohibited and Restricted Jurisdictions Policy)

  Medium (2)

  Category C with substantial operations in category B

  High (3)

  Category B

• Client type

  Low (1)

  Public company, EU regulated entity, public authority

  Medium (2)

  Private company with a transparent structure, natural person

  High (3)

  PEP, trusts/foundations, structures with 3+ layers

• Type of activity

  Low (1)

  Services, IT, trade within the EU

  Medium (2)

  International trade, real estate, holding companies

  High (3)

  Crypto-assets, payment services, gambling, precious metals, defence industry

• Averium service

  Low (1)

  Business consulting, trade marks, employee relocation

  Medium (2)

  Corporate changes, bank selection, disputes

  High (3)

  Licensing, complex structures, capital transactions

• Channel

  Low (1)

  In-person meeting, qualified eID

  Medium (2)

  Video identification

  High (3)

  Remotely, on the basis of certified copies of documents

• Source of funds

  Low (1)

  Evidenced by documents from an EU bank

  Medium (2)

  Partly evidenced

  High (3)

  Not evidenced / third party / cash

Calculation. The scores for the six factors are added up: 6–9 – low risk; 10–13 – standard; 14 or more, any factor scoring 3 for geography or client type, or any trigger in clause 5.1 – high risk (EDD). Any ground in section 4 – refusal, regardless of the total.

• No. 1

  Document

  Register extract (≤ 3 months)

  EE legal person

  we obtain it ourselves

  Foreign legal person

  yes, with an apostille (if issued outside the EU)

  Natural person

  –

  Trust/foundation

  yes

• No. 2

  Document

  Constitutional documents

  EE legal person

  yes

  Foreign legal person

  yes

  Natural person

  –

  Trust/foundation

  yes

• No. 3

  Document

  Ownership structure down to the UBO, with documents

  EE legal person

  yes

  Foreign legal person

  yes

  Natural person

  –

  Trust/foundation

  yes

• No. 4

  Document

  Identity document: representatives and UBOs

  EE legal person

  yes

  Foreign legal person

  yes

  Natural person

  yes

  Trust/foundation

  yes

• No. 5

  Document

  Proof of address (≤ 3 months)

  EE legal person

  UBO

  Foreign legal person

  UBO

  Natural person

  yes

  Trust/foundation

  all persons

• No. 6

  Document

  Description of activities and purpose

  EE legal person

  yes

  Foreign legal person

  yes

  Natural person

  yes

  Trust/foundation

  yes

• No. 7

  Document

  Source of funds

  EE legal person

  yes

  Foreign legal person

  yes

  Natural person

  yes

  Trust/foundation

  yes

• No. 8

  Document

  Source of wealth

  EE legal person

  if EDD

  Foreign legal person

  if EDD

  Natural person

  if EDD

  Trust/foundation

  yes

• No. 9

  Document

  PEP questionnaire

  EE legal person

  all persons

  Foreign legal person

  all persons

  Natural person

  yes

  Trust/foundation

  all persons

• No. 10

  Document

  Annual report / financial statements

  EE legal person

  if operating > 1 year

  Foreign legal person

  if operating > 1 year

  Natural person

  –

  Trust/foundation

  yes

• No. 11

  Document

  Licences and permits

  EE legal person

  if applicable

  Foreign legal person

  if applicable

  Natural person

  –

  Trust/foundation

  –

• No. 12

  Document

  Translations and apostilles

  EE legal person

  –

  Foreign legal person

  yes

  Natural person

  if the document is not in EE/EN/RU

  Trust/foundation

  yes

The questionnaire is completed by every client who is a natural person, by every representative and by every beneficial owner, and is signed electronically or by hand.

1. 1.First name, surname, date of birth, citizenship(s), personal identification code/document number.
2. 2.Country of permanent residence and address; tax residence and tax identification number.
3. 3.Role in relation to the client: representative / UBO (share, %) / payer / other.
4. 4.Employment and position; field of activity; countries in which you operate.
5. 5.Are you a PEP, a family member of a PEP or a close associate of a PEP? (yes/no; if yes – position, country, period).
6. 6.Source of funds for paying for the services (account, country of the bank, origin of the funds).
7. 7.Source of wealth (choose: business income, employment, sale of assets, inheritance, investments, other – with an explanation).
8. 8.Any criminal convictions, ongoing investigations, sanctions or restrictions concerning you or companies you control (yes/no; explanation).
9. 9.Have you or companies you control been refused service by a bank or payment institution in the last 3 years? (yes/no; reason, if known).
10. 10.Confirmation that the information is accurate, an undertaking to report changes within 14 days, and agreement to the Client Acceptance Policy and the Privacy Policy.