General Terms and Conditions

General Terms and Conditions for the provision of services by BAUER GROUP LLC, 3 Ana Politkovskaia Street, Building 6, 0186 Tbilisi (Georgia), email: [email protected] (hereinafter the “Contractor”) to its customers (hereinafter the “Client”).

1. General

1.1 These General Terms and Conditions (T&C) for the provision of services apply to contracts concluded between the Client and the Contractor that incorporate these T&C.

1.2 The Contractor enters into contracts with companies and with private individuals pursuing entrepreneurial projects — in particular company formation, business account opening, or tax structuring in Georgia. The Contractor’s services are aimed exclusively at such entrepreneurial projects.

1.3 The Contractor is entitled to engage subcontractors in its own name and for its own account to perform the services required, and those subcontractors may in turn engage further subcontractors. The Contractor remains the sole contractual partner of the Client. Subcontractors will not be engaged where it is apparent to the Contractor that their engagement would conflict with legitimate interests of the Client.

1.4 Where, in addition to these T&C, further contract documents or other terms have become part of the contract in text or written form, the provisions of those further contract documents shall, in the case of contradiction, take precedence over these T&C.

1.5 The Contractor does not recognise terms and conditions of the Client that deviate from these T&C — subject to express consent.

2. Subject matter and scope of services

2.1 As an independent contractor, the Contractor provides the following services to the Client:

We support international entrepreneurs and companies in establishing and operating their business presence in Georgia.

Our core services cover the formation of Georgian companies (LLCs in particular, and sole proprietors with small-business tax status), facilitation of business account opening with Georgian banks, and ongoing bookkeeping and tax compliance under Georgian law.

We additionally provide advisory on residency and work-permit matters, compliance topics, asset protection, and the structuring of international activities under Georgia’s tax model for small businesses and LLCs (Estonian model).

Our end-to-end service is tailored to internationally-operating clients who wish to cover legal, tax, and operational aspects of their Georgia presence from a single source.

2.2 The specific scope of services is the subject of individual agreements between the Contractor and the Client.

2.3 The Contractor performs the contracted services with the greatest possible care and diligence, in line with the latest standards, rules and findings.

2.4 The Contractor is obliged to provide the contractually owed services. In carrying out its activities, however, the Contractor is not subject to any instructions regarding the manner of performance, the place of performance, or the timing of performance. The Contractor will, however, schedule its working days and time allocation on those days such that optimal efficiency in its activity and in realising the subject matter of the contract is achieved. The Contractor’s performance occurs only in coordination and consultation with the Client.

3. Cooperation duties of the Client

It is the Client’s responsibility to provide the information, data, and other content required for performance of the services completely and correctly. The Contractor is in no way responsible to the Client for delays in performance caused by late or required cooperation or input by the Client; the provisions under “Liability / Indemnification” remain unaffected.

4. Fees

4.1 Fees are agreed individually by contract.

4.2 Due-date depends on the agreed billing modality:

• For package or fixed-price arrangements (e.g. formation package, account-opening package), the full fee is payable before service commencement (advance payment).
• For fees calculated on a time-period basis, payment is due at the end of each time period.
• For time-and-materials billing, the Contractor is — subject to deviating agreements — entitled to invoice services rendered on a monthly basis.

4.3 Invoices are issued exclusively in digital form via email (typically as PDF). Where advance payment under clause 4.2 has not been agreed, fees are due within 10 days of receipt of the invoice.

5. Liability / Indemnification

5.1 The Contractor is liable without limitation on any legal grounds in cases of intent or gross negligence, in cases of intentional or negligent injury to life, body or health, on the basis of a warranty undertaking unless otherwise provided, or under mandatory liability. If the Contractor negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical for the contract, unless unlimited liability applies under the preceding sentence. Material contractual obligations are those duties which the contract, by its content, places upon the Contractor for achievement of the contractual purpose, the fulfilment of which makes proper performance of the contract possible in the first place, and on the observance of which the Client may regularly rely. Otherwise, liability of the Contractor is excluded. The above liability provisions apply equally to the Contractor’s liability for its vicarious agents and legal representatives.

5.2 The Client indemnifies the Contractor against any third-party claims asserted against the Contractor as a result of the Client’s breach of these contract terms or applicable law.

6. Contract term and termination

6.1 Contract term and ordinary termination periods are agreed individually by the parties.

6.2 The right of either party to terminate without notice for cause remains unaffected.

6.3 Upon termination of the contract, the Contractor must promptly return or destroy all documents and other content provided to it, at the Client’s choice. Assertion of a right of retention is excluded. Electronic data must be deleted in full. Excepted are documents and data subject to a longer statutory retention obligation — but only until the end of the applicable retention period. Upon request by the company, the Contractor must confirm the deletion in writing.

7. Confidentiality and data protection

7.1 The Contractor will treat all matters becoming known to it in connection with the engagement as strictly confidential. The Contractor undertakes to impose the confidentiality obligation on all employees and/or third parties who have access to information that is the subject of the contract. The confidentiality obligation applies without time limit, beyond the duration of this contract.

7.2 When carrying out the engagement, the Contractor undertakes to comply with the applicable data-protection regulations, in particular the Georgian Law on Personal Data Protection.

8. Final provisions

8.1 The law of Georgia applies, to the exclusion of the CISG.

8.2 Should any provision of these T&C be or become invalid, the validity of the T&C in other respects shall not be affected.

8.3 The Client will, where necessary, support the Contractor in the provision of the contractually owed services through reasonable cooperation. In particular, the Client will provide the Contractor with the information and data required to fulfil the engagement.

8.4 The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship is the registered seat of the Contractor in Tbilisi, Georgia. Mandatory statutory venues remain unaffected.

8.5 The Contractor is entitled to amend these T&C for objectively justified reasons (e.g. changes in case law, legislation, market conditions, or business or corporate strategy) with reasonable notice. Existing customers will be notified of such changes by email at least two weeks prior to entry into force. If the existing customer does not object within the period stated in the change notice, their consent to the change is deemed granted. If they object, the changes do not take effect; in that case, the Contractor is entitled to terminate the contract extraordinarily as of the date the change would have taken effect. The notice of the intended change to these T&C will reference the deadline and the consequences of objection or its absence.