contract-law
Company Service Provider in Estonia &#39;Abusive&#39; billing practice?
<p>I have started a remote company in Estonia using an e-resident status back in 2020 just as Covid started to emerge putting all my plans on hold for over 2 years all the way until just a couple months ago where I decided to quit my job again to fully dedicate myself for my company. Straight to the point, me and the service provider whom I kept paying for over 2 years as my company was pretty much 'hibernating', we just decided to go sideways as I discovered unjustified limitations in their service that conflict with my company's interest. Below are the details of our last point of conflict, hoping for your help/advice:</p>
<ul>
<li><p>My first subscription to their service involved a starter subscription payment of 58 EUR back on May 22nd 2020, and they sent me a receipt by email indicating the payment covers an entire month for period May 22nd through June 22nd 2020.</p>
</li>
<li><p>Ever since, they switched me to a professional plan (with my consent) and I started paying 94 EUR / month. Every payment was coupled with an email receipt indicating the payment covers the 22nd to the 22nd of next month period.</p>
</li>
<li><p>I made my last 94 EUR payment on August 22nd with again an email receipt stating coverage of period going from August 22nd through September 22nd 2022.</p>
</li>
<li><p>We have just recently decided to end my subscription, and they suggested the 30th of September as an end date which I accepted, things seemed to be going fair and smooth until...</p>
</li>
<li><p>They asked for another full payment for September, although most of September (till the 22nd) has already been paid for back in August 22nd.</p>
</li>
<li><p>They're justifying their claim by a second version of all invoices, accessible in their website dashboard, all stating the current month as the actual covered period with the 22nd of each month just being the payment date.</p>
</li>
<li><p>When asked on what basis they have calculated my first payment of the starter plan (cheaper than professional plan = 58 EUR / month), they claimed their policy (nowhere documented / I have not been made aware of nor signed) dictates full month payment for clients who join before the 25th of the month.</p>
</li>
<li><p>Extra detail just to point out an interesting coincidence: although I made my first payment on the 22nd May 2020, my company registration date was actually on May 25th 2020.</p>
</li>
<li><p>Last, they just decided to increase their price to 106 EUR / month starting September, justifying the increase by inflation and they expect that amount from my company before they let me leave... I have expressed objection of course. As far as I'm concerned I've I already paid most of September with an email receipt from them stating my last payment covers my subscription all the way to the 22nd of September. I find the 2nd invoice in their dashboard illegitimate and purely based on greed and complete disregard to client's interest.</p>
</li>
</ul>
<p>Would blocking their next payment until they adjust pricing for my last 8 day subscription to a proportionate amount be lawful on my side?</p>
<p>Thanks</p>
<hr />
<p>Edit: relevant sections from the contract below:</p>
<p>8.7. In case any Invoice is overdue, Company shall pay a default interest of 0.1% of the outstanding
sum of the Invoice in question per each day delayed. Company shall also be obliged to cover all
additional costs (incl. legal assistance expenses) incurred by ***** or third parties related to the
collection of the overdue amounts. In addition, ***** shall be entitled to suspend the provision of
Services during the period of delay with any payment.</p>
<p>8.8. If Agreement is terminated or suspended, Company shall pay Service Fee pro rata to the part of
the month when Services were provided. All incurred costs shall be paid in this case in full.</p>
<p>8.9. ***** shall be entitled to unilaterally increase Service Fee by providing to Company
corresponding notice at least thirty (30) days in advance. If Company does not agree with increase,
it shall be entitled to terminate the Agreement. The foregoing shall not apply if Service Fee increase
is due to changes to applicable law or other regulatory reasons.</p>

<blockquote>
<p>Would blocking their next payment until they adjust pricing for my last 8 day subscription to a proportionate amount be lawful on my side?</p>
</blockquote>
<p>That is risky because the provider might end up turning the tables by alleging that you defaulted on your payment(s). Instead, give the provider an ultimatum in the sense that either he fixes the bill immediately or you will withdraw your consent that the effective date of termination be the 30th of September.</p>
<p>Typically a party to a contract is not entitled to make belated changes unilaterally. Any amendments require approval by all parties unless they previously waived that right.</p>
<p>In terms of the <a href="http://www.oneclubofjusticides.com/p/restatement-second-contracts.html" rel="nofollow noreferrer">Restatement (Second) of Contracts</a> at §167, the agreement to extend the relation to the 30th of September is voidable by you insofar as you did not <em>bear the risk of mistake</em> (see <em>Restatement</em> at §§151 and 154) and you are the party adversely affected in that agreement. Estonian contract law likely has a similar provision. The provider did <em>bear the risk of mistake</em> by [deliberately] failing to timely inform you about the increases to your bill pursuant to the final days of September.</p>
<p>If you merely withhold payment until the provider adjusts the pricing for the 8-day period, the provider will foreseeably provide that service the full month of September and therewith become entitled to the remedies outlined in clause 8.7. Hence the importance of giving the aforementioned ultimatum (and of sticking to it).</p>
<p>Under an effective end date of September 22nd, clause 8.8 seems moot in that  you already paid, in advance, the services for the period Aug. 22nd - Sept. 22nd. The way each and every invoice indicates the period it covers disproves the provider's recent (belated) allegations of how to interpret the dates and coverage periods. But prorating to the last days of September is trickier in a context of provider's arbitrariness like the one  you describe. In part, prorating depends on when exactly the provider notified you of the increase to 106€. It seems doubtful that, under Estonian law, inflation and the provider's belated interpretations would qualify as &quot;due to changes to applicable law or other regulatory reasons&quot; (clause 8.9).</p>
<p>Note that the 30-day period mentioned in clause 8.9 refers only to the provider's notice of fee increases. The clause does not specify how far in advance the client shall give a notice of termination. Even if the contract specifies this item elsewhere, it might not apply so strictly to a scenario of announced fee increases. Most likely, the applicable criterion in this scenario would be that of <em>reasonableness</em> (and the sooner your notice of termination, the better).</p>
<p>The provider's other pretexts for inflating your invoice are impermissible attempts to essentially charge you a default interest much greater than 0.1% and, to a great extent, to elude its duty regarding the 30-day notice of fee increases.</p>
