GENERAL TERMS OF BUSINESS

This document sets forth the terms and conditions pursuant to which Adria Tax Fin Group Ltd. (hereinafter referred to as the Company, ATFG or Adria Tax Fin Group) and its cooperating independent member firms/experts (hereinafter referred to as Advisor(s)) agree to provide tax and/or financial advisory services (hereinafter referred to as Services) upon request.

Organizational structure

Adria Tax Fin Group Ltd. is a company established under the laws of Republic of Slovenia and is leading and coordinating local and/or cross-border tax and financial advisory projects across different Adriatic jurisdictions, ranging from Slovenia, Croatia, Bosnia and Herzegovina, Montenegro, Serbia to Northern Macedonia (hereinafter referred to as the Adriatic region).

Adria Tax Fin Group is led by mag. Saso Lukac, a tax advisor with extensive experiences in international direct and indirect taxation of MNEs as well as M&A processes, transfer pricing analysis and business restructurings.

Saso Lukac has gained practical experiences by working for over 12 years with Big 4 as well as over 5 years as in-house tax expert in two largest MNEs headquartered in Slovenia.

Our Advisors have obtained professional licence to provide relevant Services, where required by law and upon your request we can provide you with the list of practitioners participating on a specific project.

Pricing and billing

Adria Tax Fin Group operates based on a transparent pricing model; according to the enquiry received by our clients the fee is determined taking into account the complexity of a project, anticipated duration and the team structure.

For projects with foreseeable duration, such as tax review, business valuation, transfer pricing policy review, vendor`s/buyer`s due diligence etc., we tend to provide a fee range.

Where ad-hoc Services are requested or where assistance in official proceedings is needed, for example, and there is no possibility to adequately assess the extent of our engagement, we keep track of our time spent and tasks performed based on which invoices are raised taking into account the agreed hourly rate(s).

All our proposed and agreed fees are net of VAT which may (not) be charged in accordance with the applicable law.

Adria Tax Fin Group issues invoices depending on the type of the project. For ongoing advisory Services invoices are issued on a monthly basis, whereas for services that may span for over a month an advance payment is usually requested upon agreement.

All our invoices are payable within 8 working days following the date of invoice if not agreed otherwise. Failure to make such a payment will entitle us to refuse to proceed with, suspend or terminate our work with you.

Extra charges

In certain situations it may happen that we will incur extra costs directly related to a specific project, such as mileage expenses, road toll or parking fees, per-diems, experts opinion from an institute or similar organization etc.

By receiving order from our clients that incur extra costs, those will be charged as follows:

parking, road toll, accommodation costs, plain tickets, third-party services, taxi services, court fees, postal charges etc. will be re-charged in the same amount as paid, without any markup,

mileage expenses will be charged according to the distance travelled with a personal vehicle taking into account the agreed compensation,

per-diems and all other similar costs of employees will be charged in the amount as defined in the national labour or similar regulation.

Extra charges that exceed 2.000 EUR, net of VAT, required prior written consent of the client.

Invoice settlement

All invoices raised by Adria Tax Fin Group shall be paid onto the bank account according to payment details provided on the invoice, contract, e-mail or similar as the case may be.

Communication

In principle the communication with Adria Tax Fin Group is made by telephone, electronic communications (fax, e-mail, etc) or via regular mail.

As the confidentiality of electronic means of communication may not be absolutely guaranteed, you should notify Adria Tax Fin Group in the event that you prefer not to use such communications and suggest alternatives.

Conflict of interest

Before commencing work for our clients Adria Tax Fin Group conducts internal conflict check procedures to avoid any doubt of our independence, reliability or similar.

In the event that a conflict of interest would arise before or during our cooperation, Adria Tax Fin Group will inform you of the situation and we will jointly decide the steps forward to take to address the situation appropriately.

Confidentiality and ethics

Adria Tax Fin Group is bound, by law, to comply with professional secrecy rules. Any breach of this rule may give rise to criminal and/or disciplinary sanctions of a person that caused the breach of the rule. Thus, our matters, communication, personal data and other sensitive information will be kept strictly confidential unless the disclosure thereof is authorized by you or otherwise required by law.

Besides following local code of professional ethics our tax advisors also keep monitoring and follow the development of ethics standards that are developed under the EC command, such as ATAD, disclosure obligation and transparency requirements as well as regulation in the field of tax planning (link).

Limitation of liability

Our liability, in connection with work performed for you, covers only direct damages suffered by you and caused by our fault or negligence. In such case, the amount of our liability will be limited to the amount of the indemnity paid under our professional liability insurance policy. In the event that the professional liability insurance policy would not apply for any reason, then our liability shall be limited to an amount corresponding to the lower of EUR 300.000 or three times the total amount of the fees paid by you in connection with the matter having given rise to the claim.

The procedure for determination of our responsibility can be initiated within 3 years following the date of the performance of the actions that you allege give rise to the purported liability, and after the expiration of the said deadline, any responsibility that we may have had ceases.

We shall not be liable to pay you any amount that has been caused due to the fault of another party.

Data protection

All personal information (any information relating to an identified or identifiable natural person) relating to our clients are collected and processed in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

We will only collect and process the personal information that you have provided about you (contact details, VAT number, identification documentation) and that is necessary for the purpose of providing our services and in certain cases in accordance with legal obligations to know our customers (KYC rules).

We will not transfer or disclose your personal data to any third party. We will not process your personal information for marketing purposes, unless your written approval is received.

You have a right to request access to and rectification or erasure of your personal information or restriction of processing and to object to processing as well as the right to data portability.

You may contact us for any questions or requests relating to the use of your personal information, or in order to exercise your rights, at the following email address: info@adriataxfin.group. We will respond to you within one month.

Applicable law and competent jurisdiction

These General Terms of Business shall be governed by the laws of the State where the Advisor has established his seat and operates from, without regard to the conflict of laws provisions thereof.

Any dispute which may arise shall be governed by the court competent in the jurisdiction of the relevant Advisor`s registered seat.

Agreement with these terms

By engaging Adria Tax Fin Group experts to provide professional services, you agree to be bound by these engagement terms.

Language

The English version of these terms and conditions shall apply when the language used for communications with you is English.

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