Rakić Advisory | General Terms and Conditions

Introductory Notes

The General Terms and Conditions of Rakić Advisory d.o.o. (hereinafter: the General Terms and Conditions) contain standard terms that apply to all clients when establishing business relationships between clients and RA, and relate to the manner of communication between clients and RA, the conditions for conducting business transactions between clients and RA, as well as other matters of interest for RA’s business with clients, with the aim of ensuring the application of good business customs, good business practice and fair treatment of clients. In addition to these General Terms and Conditions, RA also applies business policy acts and other internal acts that regulate certain areas of RA’s operations in more detail, which serve the purpose of implementing these General Terms and Conditions.
The establishment of a business relationship between the client and RA is, as a rule, based on a mutually concluded agreement, based on applicable regulations, these General Terms and Conditions, business policy acts and other RA acts.
These General Terms and Conditions apply to business relationships between RA and the client arising on the basis of:
- an agreement between RA and the client;
- other forms of business cooperation between RA and the client established in accordance with applicable regulations and RA acts, without a written contractual relationship.
An RA client is a legal entity, sole proprietor or natural person who uses or has used RA services, or a person who has contacted RA in order to use services and whom RA has identified as such.
RA enables the client to familiarize themselves with these General Terms and Conditions in full or in the part relating to a specific type of service, by informing the client, upon request, that they may obtain written information about those general terms and conditions of RA that are related to the client’s request, and that they may request appropriate written explanations and instructions relating to the application of those terms. RA provides clients with additional written explanations and oral instructions relating to the application of these General Terms and Conditions free of charge.
RA is obliged to make the General Terms and Conditions, as well as any amendments and supplements, available before the start of their application, in accordance with applicable regulations and business practice. By signing the agreement, or by accepting the engagement in another unequivocal manner, the client confirms that they are familiar with these General Terms and Conditions, that they agree with them and accept them in full.

1. Agreement and Contracting Parties

The consulting services agreement and all annexes, together with these General Terms and Conditions, constitute the entire agreement between the client and RA in relation to the services, deliveries and work products described in the consulting services agreement (hereinafter: the services).
With the client’s consent, RA may entrust certain services under the agreement to another party (hereinafter: subcontractors). The client enters into a contractual relationship exclusively with RA as the party with whom the services agreement was concluded. Each contracting party acts as an independent party and neither shall be considered, nor will be deemed, an agent, distributor, partner, fiduciary, joint venture partner, co-owner or representative of the other contracting party.
RA remains liable to the client for all services under the agreement, including services performed by its subcontractors.

2. Responsibilities of the Client and RA

Client responsibilities
1. The client undertakes to cooperate with RA in the provision of RA’s services, which includes, without limitation, making premises and equipment reasonably available to RA, and ensuring timely access to the client’s data and personnel or other persons whose cooperation is necessary for the provision of services. The client is responsible for the performance of its staff and/or representatives, and for the timeliness, accuracy and completeness of all data and information, including all financial information and reports, delivered to RA by the client or to be delivered on its behalf, as well as for implementing advice provided within the scope of the services. RA may, without any verification obligation, rely on information provided by the client or another party. If the client at any time suspects that not all relevant data have been delivered to RA, or that relevant information and/or documentation are inaccurate or incomplete, the client must notify RA without delay.
  RA’s performance depends on the timeliness of the client’s obligations under the agreement, as well as the timeliness of decisions and approvals the client makes regarding the services. RA is entitled to rely on all client decisions and approvals. The client agrees that all data, information and documentation necessary for the provision of services shall be delivered directly to RA employees who provide the services, including when such materials were previously delivered to other RA employees in another engagement.
2. Exceptionally, unless otherwise specified in the consulting services agreement, the client is solely responsible, among other things, for: (A) making all management decisions and performing management functions, (B) appointing one or more persons with appropriate skills, knowledge and experience (preferably senior management) to oversee the services, (C) evaluating the adequacy and results of the services, (D) accepting responsibility for the results of the services, and (E) establishing and maintaining internal controls, including supervising ongoing activities.
3. The client agrees to bear sole responsibility for any decision it makes in connection with the performance of the services or any subsequent action it takes based on the services provided.
RA responsibilities
1. The services provided are not binding on tax authorities, other administrative bodies or courts, and do not constitute a guarantee or warranty that tax authorities, other administrative bodies or courts will agree with RA’s advice or opinion. Each service RA provides shall be based on regulations, practice, decisions and opinions of competent authorities in force at the time of providing the service. Subsequent changes to the foregoing, of which RA is not obliged to inform the client, may result in a different interpretation or evaluation of previously provided services.
2. Unless otherwise agreed in writing, RA has no obligation to provide advice regarding the accounting treatment of a transaction carried out on the basis of the services, nor does RA assume responsibility for financial reporting in connection with the services. RA is not obliged to resolve legal or statutory issues unrelated to the provision of the agreed services, except where such services are expressly included in the agreement.
3. In formulating advice within the scope of the services, RA may discuss ideas with the client orally or provide draft advice and proposals in writing. If it is expected that the content of drafts or oral advice will be accepted and confirmed to the client in writing, such written confirmation supersedes all prior drafts and oral advice. RA assumes no liability if the client or third parties choose to rely on a draft or oral advice, or act or fail to act on it. The client agrees that the validity of written advice may be confirmed exclusively by the director or partner of RA, and that advice shall be considered written even when delivered electronically with sender identification (director or partner).
4. In the event of a tax or other administrative audit, regardless of whether the audit is a consequence of applying the services or not, the client agrees that any assistance RA provides in such case does not form part of the services, unless otherwise specified in the agreement.

3. Payment of Invoices

RA invoices are due upon issuance. RA reserves the right to charge default interest of 1.5% per month, to the maximum extent permitted by applicable law, on invoices not paid within fifteen (15) days from the invoice date. Without limiting its rights and legal remedies, RA is entitled to postpone or suspend the provision of all or part of the services if the amount is not collected within thirty (30) days from the invoice date. The client is responsible for paying all taxes payable on or in connection with the services (e.g. VAT, withholding tax, etc.), except for taxes imposed on RA’s profit or property, to the extent applicable.

4. Term and Termination (Validity)

Unless terminated early in accordance with these General Terms and Conditions, the agreement terminates upon completion of the services. The agreement may be terminated by either contracting party at any time, with or without stating reasons, by delivering written notice of termination to the other party, with a notice period of at least thirty (30) calendar days before the termination date. In case of termination with stated reasons, the party in breach has the right to remedy the breach within the notice period, if remedy is possible.

RA has the right to terminate the agreement without notice, by written notification to the client, if it determines: (a) that a state, regulatory or professional body with statutory authority has adopted a new regulation or amendments to an existing regulation, interpretations or decisions, based on which performance of any part of the agreement would become unlawful or contrary to principles of independence or professional rules; or (b) that circumstances have changed, including (without limitation) a change in the ownership of the client or related parties, such that performance of any part of the agreement would become unlawful or contrary to principles of independence or professional rules.

After termination, the client is obliged to reimburse RA, in accordance with the agreement, for all services provided up to that point and costs incurred up to the agreement termination date.

5. Ownership of RA Assets and Work Products

To the extent that RA uses or develops any of its assets, tangible or intangible, in connection with the agreement, such assets remain the property of RA. Upon settlement of all fees due to RA under the agreement, the client acquires a non-exclusive right to use deliverables and work products, as determined and described in the agreement, solely for the purpose for which they were delivered.

RA retains ownership rights, including (without limitation) copyright and other intellectual property rights, and rights of use and publication in relation to its ideas, concepts, expertise, methods, techniques, processes and skills, as well as their adaptations in performing its activities. The client undertakes not to impose prohibitions or restrictions on RA regarding the use of such rights.

Any intellectual property or intellectual property rights relating to materials provided by the client for the purpose of providing the services remain the property of the client (or third parties, as applicable). Regardless of confidentiality provisions, the client agrees that, in connection with providing the services, RA may acquire general experience, skills, knowledge and ideas that remain in the knowledge and memory of employees, and that RA may use such experience and knowledge in its business, without disclosing the client’s confidential information.

6. Limitation of Liability

RA, as well as its employees, shall be liable to the client for damage in connection with the agreement or the services (hereinafter: a damages claim) up to a maximum of the total amount of the fee paid by the client to RA for the part of the services related to the cause of the damage, except where a final court decision has determined that the damage resulted primarily from intentional misconduct or gross negligence of RA or its employees.

Neither RA nor any RA employee shall be liable for lost profit, lost revenues, loss of benefits, loss of contracts, loss of data, loss of goodwill, or for indirect, special or incidental losses or costs connected with the agreement or the services, regardless of the legal basis of the claim. If any provision of this section is declared unenforceable, RA’s total liability shall not exceed an amount proportionate to the harmful impact of its conduct relative to the conduct on which the damages claim is based.

If the exclusion of liability of RA and subcontractors under the agreement is invalid for any reason, the limitation of liability in this section remains in effect for subcontractors as if expressly stated herein.

7. Force Majeure

Neither contracting party shall be liable for delays caused by circumstances or events beyond its reasonable control (force majeure), including, without limitation, fire or accident, natural disasters, epidemics/pandemics, strikes or labor disputes, war or other forms of violence, as well as acts, prohibitions or requirements of governmental and administrative authorities, or failures or lack of cooperation by the other contracting party or persons under its control.

8. Limitation Period for Initiating Proceedings

No party shall have the right, regardless of the legal basis, to initiate proceedings arising from the agreement or the services after the expiration of two (2) years from the occurrence of the cause for initiating proceedings, to the extent permitted by applicable law.

9. Confidentiality and Secrecy

To the extent that, in connection with the agreement, RA comes into possession of information about tax filings, business secrets or other protected information relating to the client, marked as secret or evidently confidential by its nature (hereinafter: confidential information), RA undertakes not to disclose it to third parties without the client’s consent. The client authorizes RA to disclose confidential information to: (I) its employees and subcontractors, to the extent necessary to perform the services; (II) RA’s legal advisors, auditors and insurers; and (III) when required by law, regulation, court decision or administrative order, upon the request of a competent authority or in connection with potential litigation. The limitation does not apply to the extent that the confidential information: (A) becomes publicly available without RA breaching these terms; (B) is obtained from sources that are not confidential, and RA does not reasonably know it is obliged to keep it confidential based on the client’s rights; (C) was known to RA prior to receipt from the client without confidentiality obligations; or (D) was independently developed without reliance on the client’s confidential information.
The client undertakes not to disclose to third parties, without RA’s express written consent, any advice, opinions, reports or other work products delivered by RA under the agreement, except where disclosure is required by applicable regulations or professional rules. The client undertakes to use RA work products exclusively for the purposes stated in the agreement, and that no RA advice, report or other work product shall be used for making business decisions of third parties or for publicity, without RA’s prior written consent. The services are intended exclusively for the client, and providing copies of work products to third parties (where permitted) does not create a duty of care, a professional relationship, or any obligation of RA towards such parties.

10. Validity and Interpretation, and Third-Party Beneficiary

All provisions of the agreement which by their nature or expressly remain in force after the expiration or termination of the agreement shall remain valid, including, without limitation, provisions on liability, limitation periods, confidentiality, intellectual property and other protective provisions.
If a competent court or other competent authority determines that any provision of the agreement is unenforceable, such provision shall not affect the validity of the remaining provisions and shall be deemed amended to the extent necessary to become enforceable to the greatest extent permitted, while preserving the intent of the contracting parties.

11. Assignment

Neither contracting party shall have the right to assign or transfer the agreement without the other party’s express written consent. The contracting parties undertake that neither will, directly or indirectly, accept the assignment or transfer of any claim arising from the agreement to a third party without the consent of the other party.

General Terms and Conditions