1. Scope of Application
The General Terms and Conditions (hereinafter referred to as “Terms & Conditions”) are applicable to all contracts, deliveries, and other services provided by Privacy Management Group Ltd., located in Larnaca, Republic of Cyprus – hereinafter referred to as PMG – in relation to its clients.
PMG offers its services solely to clients classified as entrepreneurs in accordance with the relevant legal frameworks; PMG refrains from engaging in contractual agreements with consumers.
Consequently, the specific regulations designed for consumer protection are not applicable in this instance. Specifically, automatic contract renewals or unilateral terms and conditions clauses that may be deemed unacceptable in a business-to-consumer context are typically allowable in business-to-business transactions.
Any client terms of business that are in conflict with or deviate from these Terms & Conditions shall not be incorporated into the contract, regardless of PMG’s awareness of such terms, unless there is an explicit written agreement from PMG consenting to their application.
The Terms and Conditions herein shall govern all subsequent business relationships with the client, with the understanding that PMG is not obligated to reiterate these terms, unless alternative written agreements are established to supersede them.
It is important to note that Privacy Management Group Ltd. possesses the official certification granted by the Institute of Certified Public Accountants of Cyprus (ICPAC), identified by certification number E411/2013.
2. The subject matter of the contract pertains to the specific services to be rendered, which shall be clearly delineated and described herein.
The contract pertains to the delivery of consulting and ancillary services by PMG, specifically focussing on tax consulting, accounting, business consulting, company formation, office services, and other related services.
The precise parameters of the services to be rendered are delineated within the corresponding individual contract, proposal, or distinct service description. PMG offers a comprehensive range of services that adhere to the standards of professional conduct and comply with the relevant legal frameworks established within the European Union and the Republic of Cyprus.
A guarantee of specific success or outcomes—such as the acquisition of government permits or the attainment of particular economic objectives—exists solely when there is a written agreement explicitly outlining such terms between the parties involved.
PMG may, in specific circumstances, choose to provide initial consultations or information at no cost (for instance, an initial orientation consultation for interested parties). It is important to note that the client possesses no legal entitlement to the execution of any complimentary consulting services provided. PMG retains the authority to terminate these complimentary services at its discretion or to impose charges for them at a future date.
Should the client seek modifications or extensions to the established scope of services subsequent to the execution of the contract, it is imperative that a distinct written agreement be executed by both parties.
Such modifications may lead to alterations in fees and established timelines. PMG possesses the right to engage qualified agents or subcontractors in the provision of the services. In this regard, PMG retains a direct obligation to the client and bears responsibility for the contractual execution of the services provided.
Complimentary Advisory Services
PMG may, in specific circumstances, provide complimentary initial consultations or information pertaining to tax, legal, or business matters. It is important to note that the client does not possess any entitlement to a complimentary consultation.
PMG reserves the exclusive right to determine the nature and extent of any complimentary consultation offered. PMG retains the authority to terminate complimentary consulting services at its discretion and without prior notification, or to subsequently provide such services solely in return for a fee.
This provision remains applicable regardless of whether PMG has previously extended complimentary consultations to the same client.
3. The responsibilities of the Client
The client agrees to assist PMG in the execution of services to the fullest extent of their capabilities and to furnish all necessary cooperation completely and promptly.
The client is obligated to furnish PMG with all pertinent information, documents, and records in a truthful, complete, and timely manner, as required for the execution of the contract.
The client has a duty to notify PMG without delay, and no later than seven business days, of any alterations to the client’s business or personal address, telephone number, email address, or any other pertinent information related to the contractual relationship, whether in written form or electronically.
In the event that the client does not furnish the requisite notification, any declaration issued by PMG shall be considered duly received by the client if it has been dispatched to the most recent address, mobile number, or email address supplied by the client.
The client is obligated to guarantee that all content, data, or instructions supplied by the client shall not infringe upon any rights of third parties and shall comply with all relevant legal statutes.
The client acknowledges their authorisation to disclose any personal data and assumes complete responsibility for ensuring its legal compliance. PMG shall not be held responsible for any infringements by the client pertaining to copyright, trademark, or other intellectual property rights.
The client shall not utilise PMG’s address or company name in any imprints or other business materials without obtaining PMG’s express written consent.
All access credentials, passwords, and confidential information supplied to the client by PMG during the course of collaboration shall be maintained in strict confidentiality and safeguarded against any unauthorised access.
In the absence of an affirmative action by the client to log out, the client will continue to maintain an active session in their PMG online account, notwithstanding their departure from the website. Should the client have any reason to believe that there has been unauthorised use of their account, it is imperative that they notify PMG without delay.
The client is obligated to timely notify PMG of any and all circumstances that are or may become pertinent to the fulfilment of the contract, which encompasses alterations in corporate structure or modifications in key contact personnel.
The client shall furnish PMG with all pertinent documents and information necessary for the execution of the contract within a period of seven business days following a written request from PMG, or without delay upon the occurrence of any significant change.
Should the client fail to meet their cooperation obligations in a complete or timely manner, it will result in a corresponding delay in PMG’s performance. In this instance, PMG may establish a reasonable additional deadline for the client to meet their obligations. Should this deadline elapse without a satisfactory outcome, PMG reserves the right to terminate the contract for a significant reason, thereby invoking extraordinary termination provisions.
Any supplementary expenses arising from the client’s delayed or inadequate cooperation may be billed to the client independently.
The client is required to provide all necessary documents, records, and evidence pertinent to accounting, tax returns, and other services to PMG in a complete, organised, and timely manner.
It is imperative that records are maintained in a manner that is comprehensive, orderly, and capable of being traced back to their origin. It is imperative that all business transactions are comprehensively documented from the point of initiation through to their final completion.
PMG shall not be held liable for any delays or inaccuracies resulting from the client’s tardy, incomplete, or disorganised submission of documents pertinent to accounting matters.
Should the documents fail to be submitted within the deadlines established by PMG, PMG reserves the right to suspend the processing of accounting or tax returns, or to impose additional fees to account for the increased effort required.
The client retains full responsibility for adherence to statutory deadlines, specifically regarding the submission of tax returns, annual financial statements, and any other required filings.
PMG shall not be held responsible for any fines, penalties, interest on arrears, or other adverse consequences that the client may incur as a result of late or incomplete submissions made by the client.
It is imperative that electronic or physical records be submitted in a timely manner prior to the applicable legal deadlines or internal processing deadlines to PMG.
Upon mutual agreement, PMG is authorised to act on behalf of the client to remit taxes, the annual levy, and any other obligatory charges to the relevant authorities. It is essential that the total amount owed by the client is deposited into the business account specified by PMG no later than 14 business days prior to the due date.
All transfer-related expenses, including but not limited to bank fees, shall be the responsibility of the client. In the circumstance of delayed payment, the client shall anticipate the imposition of late fees and penalties; the client bears sole responsibility for these repercussions.
The client is obligated to ensure that all orders or instructions are articulated with clarity and precision to PMG. All modifications, confirmations, or reiterations of orders must be distinctly recognised as such.
The client has a duty to diligently examine all documents supplied by PMG, specifically including invoices, corporate data, accounting records, annual financial statements, and balance sheets, to ensure their accuracy and completeness. It is imperative that any inconsistencies, errors, or other deficiencies be communicated to PMG without delay and in written form.
Should the client fail to adhere to any of these obligations, following a formal reminder and the conclusion of a designated grace period, PMG reserves the right to terminate the contract for just cause. In this scenario, PMG retains the right to hold the client accountable for any damages or supplementary expenses that may arise.
Should the submission of documents fail to occur within the deadlines established by PMG, PMG reserves the right to suspend the processing of accounting or tax returns and/or impose additional fees to account for the increased effort required.
This provision shall be regarded as supplementary to the aforementioned obligations.
It is imperative that electronic or physical records are submitted promptly prior to the legally mandated deadlines or internal processing timelines established by PMG. This provision is restated to underscore the critical nature of submitting documents in a timely manner.
4. Responsibility and Restriction of Responsibility
The liability of PMG, irrespective of the underlying legal principles, shall be confined in accordance with the provisions of this section to the maximum extent allowable by law.
PMG shall be held fully accountable for any damages resulting from its intentional or grossly negligent actions, in addition to any harm inflicted upon life, body, or health. PMG shall bear full liability in instances where it has expressly assumed a guarantee in writing or has engaged in fraudulent concealment of a defect.
In instances of a merely negligent violation of a fundamental contractual duty, PMG’s liability shall be confined to damages that are typically foreseeable. Fundamental contractual obligations are those duties whose performance is critical for the effective execution of the contract and upon which the client consistently depends.
In the event of a merely negligent breach of non-essential contractual obligations, PMG’s liability shall be excluded. Specifically, PMG shall not be held accountable for lost profits, indirect damages, or consequential damages, unless one of the aforementioned instances of liability is applicable.
The aforementioned liability rules do not alter the existing mandatory statutory liability provisions. Specifically, liability arising from intent, gross negligence, or harm to life, body, or health, as well as liability under relevant product liability laws, cannot be excluded or limited; these instances of liability remain unaffected by the Terms & Conditions outlined herein.
The aforementioned limitations of liability shall extend equally to the benefit of PMG’s legal representatives, executive employees, and vicarious agents.
In the event that PMG utilises information, recommendations, or documents from third parties during the provision of services, or if the client receives advice from third parties, such as external consultants, concerning the services provided by PMG, PMG shall not be held liable for the accuracy or completeness of any information derived from these third parties, unless PMG has explicitly confirmed the content in writing.
The content disseminated or otherwise made available by PMG, whether through websites, newsletters, or informational brochures, is intended solely for general informational purposes.
This communication should not be interpreted as personalised advice and does not serve as an endorsement to engage in or abstain from any particular course of action. Specifically, this general information should not be construed as a substitute for tailored advice from qualified professionals, such as independent legal counsel or tax advisors.
All information is presented on a “as is” basis, devoid of any express or implied warranties. PMG shall not be held responsible for any damages sustained by the client arising from the use of or reliance on the aforementioned general information.
Similarly, with respect to third-party content referenced by PMG through hyperlinks, it is important to note that PMG bears no responsibility for the content found on external websites to which these links direct.
PMG offers tax advisory services strictly in accordance with the relevant legal provisions of the Republic of Cyprus. In matters concerning taxation in Cyprus, guidance is rendered directly by PMG.
Legal advisory services are rendered by solicitors and legal professionals affiliated with PMG. It is imperative that the client, in matters involving multiple jurisdictions, secures the services of external tax advisors or legal counsel to guarantee compliance with all applicable tax and legal obligations in each relevant jurisdiction. Furthermore, the subsequent provisions shall be applicable:
4.1. Amendment to the Terms and Conditions: Prohibition of Class Action and Collective Claims
The transfer of the client’s claims against PMG to any third parties is expressly prohibited. The client is prohibited from transferring or assigning any claims that arise from the contractual relationship with PMG, either in whole or in part, to any third parties without obtaining prior written consent from PMG.
The initiation of legal claims in court against PMG through class actions, group claims, or analogous collective proceedings is hereby excluded. It is imperative that each client submits any claims exclusively in their own name.
This provision is applicable irrespective of the pursuit of a class action or group claim within the European Union, the Republic of Cyprus, or any other jurisdiction.
PMG shall not be held responsible for any legal fees or additional costs that may arise from an impermissible collective action or an unauthorised assignment of claims by the client.
4.2. Limitation of Responsibility for Third-Party Actions
PMG disclaims any responsibility for recommendations, advice, or information provided by third parties, including tax advisors, attorneys, or other external consultants, that the client may receive in relation to the services rendered by PMG.
The liability of PMG is contingent upon the express written confirmation of the statements or recommendations provided by the third party. In this instance, PMG’s liability is confined exclusively to the general liability provisions outlined in these Terms & Conditions.
In the event that the client independently decides to engage third parties for the execution or enhancement of services associated with PMG’s offerings, PMG shall bear no liability for the satisfactory performance of such third-party services.
Any claims directed towards PMG that stem from inadequate or deficient recommendations, advice, or services provided by third parties shall be excluded, unless PMG has explicitly assumed contractual responsibility for such services or has provided written confirmation of their content.
In instances where a service contracted between PMG and the client is customarily performed, either wholly or partially, by a third party, the fulfilment of the order shall be deemed complete upon PMG’s transmission of the assignment to the designated third party, acting on behalf of the client (hereinafter referred to as a “forwarded order”).
This encompasses, among other matters, the forwarding of assignments, the procurement of information, and the provision of services and consulting, specifically in the domains of tax consulting, strategic business consulting, general business consulting, relocation services, company formation and administration, accounting, visa services, office services, and legal counsel pertaining to Cyprus.
In these circumstances, PMG’s responsibility is confined to the meticulous selection and guidance of the engaged third party, adhering to established industry standards of diligence and execution.
Any additional liability concerning the services rendered by the third party or any potential breaches of duty by said third party is hereby excluded, except where mandatory legal provisions stipulate otherwise.
4.3. Bank Account Opening Support Provided by PMG
PMG provides comprehensive support to the client in the process of establishing a bank account with the financial institution or fintech entity selected by the client. This assistance encompasses the proactive facilitation of the client’s preparation and submission of the account opening application, in addition to the introduction of the client to the appropriate banking institution or fintech entity. Through the provision of these services, PMG has completely fulfilled its contractual obligations.
No further obligations shall be undertaken. The assistance rendered throughout the application process does not impose any additional obligations or assurances regarding the successful establishment of the account or the conditions associated therewith.
The financial institutions or technology firms referenced on PMG’s websites or in the course of personal consultations should not be interpreted as specific endorsements.
The client bears the exclusive responsibility for conducting a thorough evaluation of any banks or fintech companies being considered, utilising their own established criteria.
PMG strongly advises that the client undertake these evaluations not only before the application process but also at consistent intervals thereafter, to confirm that the selected bank or fintech entity continues to satisfy the client’s specific needs.
In this regard,PMG shall not be held responsible for any breaches of duty or damages that may arise as a result of actions taken by any financial institution or fintech entity.
4.4. Registration of a Company by PMG
In the event that the client retains PMG for the purpose of facilitating the formation of a company, PMG shall not be held accountable for any delays in the registration process, except in instances where such delays are attributable to PMG’s gross negligence or intentional misconduct. PMG expressly disclaims any liability for damages that may occur in the event that the desired company name is rejected by the appropriate commercial or companies’ registry (Registrar of Companies).
The approval of name requests by the appropriate registry typically requires a timeframe of three to five business days, and this duration is not included in the overall timeline for the formation process. PMG shall undertake a maximum of three name approval requests on behalf of the client without incurring any charges. For every subsequent name request, PMG reserves the right to impose an additional charge of EUR 60.00 on the client.
To establish PMG’s liability, it is necessary to demonstrate a breach of duty that is either grossly negligent or intentional in nature. The client is required to furnish such proof with unequivocal certainty, and it must be validated by a court of law.
4.5 Mail Forwarding Services
Should the client provide written consent for an electronic mail forwarding service with PMG and remit the invoiced fees in a timely and complete manner, PMG is obligated to forward incoming postal mail, not exceeding a total weight of 100 g, promptly and no later than seven business days, to the client in electronic format. The duration in question is calculated from the moment the mail item is officially received by the PMG. In the event of a dispute, it is incumbent upon the client to establish the precise date on which PMG received the correspondence.
Mail forwarding necessitates a formal written directive from the client, accompanied by clear acceptance from PMG. PMG is granted the authority to open specific mail items on behalf of the client and to process them solely in accordance with such an order.
The client bears the obligation to ensure that PMG is consistently apprised of the client’s current email address. PMG disclaims any responsibility for any damages or financial losses that may arise from the delayed or unsuccessful forwarding of mail items.
An exception shall be applicable in instances where the delay or failure can be attributed to gross negligence or intentional conduct by PMG. In this scenario, it is imperative that the client establishes, with clear evidence, a grossly negligent or intentional breach of duty on the part of PMG, which must subsequently be validated by a court of law.
4.6. Charged Provision of Consulting Services
PMG undertakes to provide fee-based consulting services with utmost loyalty, ensuring confidentiality and executing the mandate with diligence in compliance with relevant legal standards.
PMG’s liability regarding consulting services rendered for a fee is contingent upon the client demonstrating an actual, quantifiable loss that can be directly linked to PMG’s gross negligence or intentional misconduct. Furthermore, it is imperative to establish a sufficient causal connection between PMG’s consulting activities and the resultant damages that were incurred.
PMG shall not be held liable in any capacity if the client has not independently verified the information provided by PMG, nor sought the assistance of suitably qualified professionals for such verification. The responsibility to demonstrate a grossly negligent or intentional breach of duty rests with the client and must be substantiated in a court of law.
The consulting content and expert opinions provided by PMG, whether oral or written, should be understood as non-binding recommendations and do not carry legal enforceability. The information provided should not be construed as binding legal or tax advice, nor should it be interpreted as a direct request to undertake or abstain from any particular action. The client retains full responsibility for ensuring that the information, consulting content, and expert opinions supplied by PMG are verified by qualified specialists for their relevance and accuracy, and for assessing them appropriately.
Supplementary Clauses for Strategic Business Consulting
The responsibilities of PMG are defined by the applicable consulting agreement, which is consistently formulated as a services contract. PMG is not obligated to guarantee any specific outcome for the client; instead, it is required to fulfil its contractual duties with due diligence and in accordance with its expertise and understanding.
The discussions and concepts exchanged between PMG and the client shall not be interpreted as recommendations made by PMG. The statements in question do not constitute an offer or an invitation to engage in or abstain from any particular action. Rather, they are intended to promote collaborative dialogue regarding specific topics and the unique goals of the client.
PMG shall not be held responsible for the attainment of any particular result arising from the consulting services provided. PMG is under no obligation to monitor or provide warnings to the client unless such an obligation is explicitly stipulated in the contractual agreement.
All consulting services are predicated on the individual experience and expertise of the consultant in question. It is important to note that these services do not assert to be current, practical, precise, comprehensive, or scientifically validated.
The statements merely represent the consultant’s professional evaluation. The client bears the responsibility to conduct an independent review of all consulting results and, if deemed necessary, to seek evaluation from qualified experts. The client shall be responsible for all expenses associated with any such review.
In the event that PMG aids the client in the selection of appropriate experts, it is important to note that PMG does not offer any assurances regarding the professional or personal qualifications of said experts.
The selection of experts, including legal professionals and tax advisors, is predicated exclusively on their established public reputation or the subjective impressions formed by individuals. The ultimate evaluation and determination are exclusively the responsibility of the client. PMG shall not be held responsible for any breaches of duty or damages that may arise as a result of actions taken by third parties. The stipulations concerning “forwarded orders” within these General Terms and Conditions shall be applied in a corresponding manner.
PMG provides consulting services with a specific emphasis on Strategic Business Consulting. In pursuing this course of action, it complies with the principle of data minimisation to the fullest extent feasible, thereby acknowledging that certain decisions may be rendered based on incomplete information.
No assurances are provided that the goals sought by the client will be realised. PMG has no duty to notify the client regarding legal, administrative, or other changes, unless such an obligation has been explicitly stipulated in the contract.
Any grievances pertaining to consulting services are to be communicated to PMG promptly, and no later than seven business days following the discovery of the matter, in written form. The responsibility to establish that the complaint was duly received by PMG within the appropriate timeframe rests with the client. In the event that an agreement cannot be achieved regarding a complaint, the client is required to obtain an expert opinion from the court that unequivocally demonstrates a breach of contract by PMG.
PMG is under no obligation to independently solicit information from the client. The client bears the obligation to supply all necessary information and documentation essential for the complete execution of the contract, assuming full responsibility for this duty.
All enquiries from PMG are to be addressed promptly and must be provided in a written format, which may encompass electronic communications such as email. Should the client neglect to fulfil these obligations, PMG reserves the right – following the issuance of a single written reminder – to either suspend its services for the client or to terminate the contractual relationship for just cause.
Should the client initiate early termination or should PMG terminate for a significant reason, the client shall not possess any entitlement to the reimbursement of payments that have been previously rendered.
A claim for reimbursement is valid solely in instances where PMG has demonstrably and unequivocally engaged in a grossly negligent or intentional breach of duty. The imposition of a reversed burden of proof that would adversely affect PMG is not permitted.
PMG’s entitlement to compensation is preserved, regardless of the client’s revocation of a legally binding agreement or any unlawful attempts to withdraw from the contract.
The stipulations outlined in sections 4 through 4.6 should not be interpreted in isolation; instead, they must be considered as interrelated and mutually reinforcing components. With respect to all stipulations contained within the section titled “Liability and Limitation of Liability,” it is imperative to note that any assertion of liability on the part of PMG necessitates conclusive proof of a grossly negligent or intentional breach of duty by PMG, which must be substantiated by a court of law as determined by the client.
The shifting of the burden of proof to the disadvantage of PMG is prohibited to the fullest extent allowed by law.
Obligations and Responsibilities of the Beneficial Owner (BO)
The mandate relationship is established between PMG and the beneficial owner, who operates as an entrepreneur, along with the company founded by the beneficial owner or entrusted to PMG for tax assistance. PMG offers its services solely within the framework of a business-to-business relationship.
In this regard, PMG retains the right to refuse any mandate or collaboration with any party who aims to conceal the real ultimate beneficial owner.
The Business Owner bears both personal and joint liability for all obligations of the company to PMG. PMG possesses the right to pursue compensation claims against both the BO and the company. The joint and several liability of the BO encompasses, specifically, any outstanding fee claims, expenses related to additional services, and other contractual or legal claims that may emerge within the framework of the mandate relationship.
The personal liability of the BO may only be waived if PMG provides explicit written consent for a release from liability concerning the BO in a specific instance, or if there exists a statutory provision that unequivocally exempts the BO from personal liability. The unilateral release of liability by the BO is hereby excluded.
PMG retains the authority, in the event of a payment default or failure to meet contractual obligations, to assert its claims against the BO and/or the company at its discretion. This encompasses, specifically, the commencement of legal proceedings against the BO in their individual capacity, as well as against the BO’s corporate entity, to the extent that such actions are legally permissible.
5. Protection of Data and Maintenance of Confidentiality
Both parties to this agreement hereby undertake to adhere to the relevant data protection regulations, specifically the EU General Data Protection Regulation (GDPR) as well as the pertinent national data protection laws of the Republic of Cyprus.
PMG handles personal data of the client, such as contact details of contact persons or beneficial owners, solely for contractual purposes and in strict compliance with the principles outlined in the GDPR, including lawfulness, transparency, purpose limitation, data minimisation, accuracy, storage limitation, integrity, and confidentiality, among others.
The disclosure of personal data to third parties shall occur solely to the extent necessary for the fulfilment of contractual obligations, including but not limited to cooperating advisors or service providers, as mandated by applicable law, or upon obtaining explicit consent from the data subject(s).
In the event that PMG handles personal data on behalf of the client, it is imperative that the parties enter into a distinct Data Processing Agreement in accordance with Article 28 of the General Data Protection Regulation (GDPR).
The client affirms that all personal data submitted to PMG has been obtained in accordance with applicable laws and that he possesses the requisite authority to transfer said data. In the event that PMG faces liability from third parties, including but not limited to affected individuals or authorities, the client shall indemnify PMG for all claims, provided that the client is deemed responsible for the underlying cause of such claims.
Each party is hereby required to uphold a stringent obligation of confidentiality concerning all business and trade secrets, as well as any other confidential information pertaining to the other party, which may be disclosed to them in the course of their collaborative efforts.
PMG shall maintain all documents and data obtained from the client with the utmost confidentiality and will ensure that such information remains inaccessible to any unauthorised third parties, except in instances where PMG is compelled to disclose such information pursuant to legal obligations (such as AML Law, etc, in which case It is therefore expressly stipulated that such an event cannot be interpreted as a Data breach or violation of such ) or where the client has provided explicit consent for such disclosure.
There exists no requirement to furnish data.
The client is not legally bound to furnish personal data. Nonetheless, the provision of specific data may be essential for PMG to effectively execute a consultation, service, or assignment. Should the client fail to furnish the personal data necessary for this purpose, as outlined in PMG’s Privacy Policy, PMG may find itself unable to establish a contractual relationship with the client or to execute an existing contract.
Should the client, by means of technical measures or other methods, obstruct the provision of data necessary for the utilisation of PMG’s website, it may lead to a situation where PMG’s services are rendered entirely unusable or only partially functional. Similarly, this principle holds true in instances where PMG fails to obtain the requisite data essential for executing the contracted service.
The handling of personal data is conducted solely in accordance with relevant data protection regulations, specifically pursuant to Article 6, paragraph. 1 litre. b and lit. f GDPR compliance. Additional information regarding the processing of data is available in PMG’s Privacy Policy.
Client Account Secured by Password and PMG Online Services
Upon the establishment of a contractual relationship between PMG and the client, a personal account, which is secured by a password, will be created for the client.
This client account is established to enable the efficient management of data supplied by the client, while also providing direct access to documents and information pertinent to the contract.
The utilisation of the client account is entirely at the discretion of the individual involved.
Should the client choose not to establish a client account, it is permissible for communication and the exchange of documents and information to occur through alternative communication channels, provided that PMG receives appropriate written notification in advance.
Access and Security Protocols
Before the initial login can be executed, it is imperative that an SMS verification process is completed. To facilitate this process, PMG transmits an automatically generated code to the mobile phone number designated by the client. Upon the entry of this code, the client shall initiate the activation of their account. PMG advises that it is prudent to alter the automatically generated password following the initial login.
The client has a duty to maintain the confidentiality of their access credentials and to implement suitable security measures to avert unauthorised use by third parties. Should the client fail to take the necessary action to log out, they will continue to maintain an active session even upon exiting the PMG website.
Termination of the Client Account and Data Retention
The client retains the right to deactivate and delete their client account at any time by providing a notification to PMG’s data protection officer.
The removal of the client account does not inherently result in the deletion of personal data that was gathered in relation to the contractual agreement. The data in question shall be retained in compliance with the relevant commercial and tax law retention obligations and will be deleted upon the conclusion of the statutory retention periods, unless there exists an alternative legal justification for an extended retention period (Art. 6 para. 1 lit. c GDPR).
Termination of Online Services by PMG
PMG retains the authority to terminate the client account service or the PMG Services App, along with other online services, at any time, in whole or in part, without the obligation to provide justification. In the event of such a situation, PMG shall duly notify the client in a timely fashion, ensuring that such notification occurs no less than 14 days prior to the cessation of services.
PMG disclaims any responsibility for the timeliness, completeness, or accuracy of the information presented within the client account, in other online services, or in the PMG Services App. This provision equally pertains to electronic documents that are accessible to the client through the client account.
Authority to Dispose Upon the Client’s Demise
Subsequent to the demise of the client, PMG may necessitate the submission of a certificate of inheritance, an executor’s certificate, or other pertinent documentation to ascertain the individuals authorised to access or administer the client’s account. Any documents that are in foreign languages are required to be submitted with an English translation when requested.
PMG reserves the right to waive these stipulations upon the presentation of a certified copy of the last will, or inheritance contract, in conjunction with the record of its opening. In the absence of any conflicting information, PMG may regard the heirs or executors specified therein as duly authorised.
6. Compensation and Remuneration Conditions
The client hereby consents to remit the total compensation for the services stipulated in the contract. All pricing information provided by PMG is, unless explicitly stated to the contrary, exclusive of any applicable value-added tax (VAT) and any other public charges. In the absence of a written agreement to the contrary, compensation shall be determined based on the time expended in accordance with PMG’s prevailing hourly rates or as specified in a flat or fixed fee outlined in the offer. The hourly rates presently in effect can be obtained from PMG upon formal request.
Invoices issued by PMG are, unless otherwise stipulated, payable immediately upon receipt without any deductions. All payments are required to be executed in euros, directed to the account designated by PMG as outlined in the invoice. The determination of a payment being made is contingent upon the full invoice amount being irrevocably credited to the designated account of PMG.
Should the client fail to fulfil their payment obligations, PMG reserves the right to impose default interest at the statutory rate. Any additional claims by PMG arising from default, including but not limited to reimbursement of legal action costs or further damages resulting from delays, shall remain intact and unaffected.
PMG reserves the right to impose a reasonable reminder fee for each payment reminder issued subsequent to the client’s default. In addition, should the client fail to fulfil a payment obligation, PMG reserves the right, following the provision of prior written notice, to temporarily suspend any further performance of services until all outstanding amounts are settled.
The aforementioned provisions do not alter the statutory rights of retention or refusal of performance that are in favour of PMG.
The client is permitted to offset claims against PMG’s claims solely with counterclaims that are undisputed or have been legally confirmed. Similarly, the client may invoke a right of retention solely to the degree that their counterclaim arises from the same contractual relationship.
PMG possesses the right to assign its claims against the client, either in their entirety or partially, to third parties. This is particularly relevant to invoices that remain unpaid by the client upon their due date. The client acknowledges and consents to the assignment of the claim by PMG to a third party, with the understanding that such assignment may occur without further notification to the client.
In the event that the client fails to fulfil any payment obligation, PMG reserves the right to engage an external collection agency, legal counsel, or another duly authorised entity to pursue the claim, utilising either extrajudicial or judicial means as deemed necessary. In this matter, the client will be responsible for any additional expenses that may arise, as allowed by applicable legal provisions.
PMG retains the authority to suspend or terminate services in the event that there are outstanding receivables owed by the client that remain unpaid. This encompasses, where legally allowable, the retention of documents or accounting records.
Agreements Lacking a Pre-Established Duration
The client reserves the right to terminate the entire business relationship or specific agreements at any time, without prior notice, in the absence of a fixed term or an alternative notice period established by the parties involved. Should the client initiate early termination or if PMG terminates for cause, it is typically understood that the client shall not have a valid claim for a complete refund of any payments previously rendered. In all instances, PMG has the right to receive compensation for services rendered, and the client is responsible for all expenses and fees accrued prior to the termination of the agreement.
A refund claim on behalf of the client is valid solely in instances where PMG has clearly engaged in gross negligence or has intentionally breached its duty. In such circumstances, the determination of any refund amount shall be conducted with due consideration of the services rendered prior to termination, as well as the associated costs and fees incurred therein.
The inappropriate transfer of the burden of proof that adversely affects either the client or PMG is expressly prohibited. The responsibility to establish a breach of duty by PMG lies with the client, whereas PMG is obligated to demonstrate that the services rendered and associated costs were billed in accordance with the appropriate standards.
This clause guarantees that the client retains the ability to terminate the business relationship with flexibility, while concurrently ensuring that PMG is compensated fairly for the services provided up to the point of termination.
This document considers the relevant legal obligations set forth by the European Union and the Republic of Cyprus, thereby ensuring an equitable and transparent process regarding the handling of termination rights.
7. Provisions Regarding Duration, Cessation, and Extension
7.1. Minimum Duration and Automatic Renewal Provisions
The duration of the contract is explicitly outlined within the specific contract or offer document. In the absence of an alternative agreement, it is customary for ongoing obligations to be governed by a minimum duration of 12 months, commencing upon the execution of the contract. Should neither party provide written notice of termination at least three months prior to the conclusion of the term, the contract shall automatically renew for additional successive periods of twelve months each.
7.2 Standard Termination
In the event that a fixed term is established, the contract may typically be concluded at the expiration of that term, provided that a notice period of three months is duly observed. The termination shall be executed in a written format, and it is imperative that the stipulated notice period is adhered to without exception. Should notice of termination be provided in a timely manner and in accordance with the stipulated requirements, the contract shall conclude upon the expiration of the designated term, without any automatic renewal provisions taking effect.
In the context of open-ended contractual or business relationships, where there is an absence of a fixed term or specific termination provisions, the applicable termination rights are those that are simplified in nature.
In this scenario, the client retains the right to terminate the contract at any time, without the necessity of providing prior notice. PMG reserves the right to terminate an indefinite contractual relationship by providing four weeks’ notice, while duly considering the legitimate interests of the client.
7.3 Termination for Cause of an Extraordinary Nature
Each party possesses the right to terminate the contract in an extraordinary manner for a significant reason (cause). Termination may be executed without prior notice in the presence of a substantial cause.
There exists a significant rationale whereby, upon careful consideration of all relevant circumstances pertaining to the specific case and a thorough evaluation of the interests of both parties involved, it becomes evident that the party seeking termination cannot be reasonably obligated to maintain the contractual relationship.
Commonly recognised significant reasons are illustrated within the contractual framework: For PMG, a significant reason is particularly present if the client, notwithstanding a reminder, neglects to fulfil due payments, or if the client materially or repeatedly violates fundamental contractual obligations, or if insolvency proceedings are initiated or anticipated concerning the client’s assets.
From the perspective of the client, a significant justification arises particularly in instances where PMG egregiously breaches a fundamental contractual obligation despite the establishment of a reasonable grace period, or where PMG commits serious violations of statutory provisions. In these circumstances, the client is entitled to terminate the contract immediately and without prior notice.
7.4 Reimbursement of Payments Previously Rendered
A refund of fees that have already been paid shall not be granted if the client elects to terminate the contract without just cause prior to the conclusion of the contract term, or if PMG terminates the agreement for just cause attributable to the client’s actions. In these circumstances, the client is not entitled to seek reimbursement for fees that have already been disbursed.
In the event that a clause which precludes any refund is deemed legally ineffective, or should the circumstances surrounding the termination be attributable to PMG’s actions, the client may, under exceptional circumstances, possess a valid claim for a refund.
To substantiate such a claim, it is imperative for the client to demonstrate a significant justification for extraordinary termination that clearly establishes culpability on the part of PMG. It is imperative that this evidence be presented in a clear manner and, in instances of dispute, validated by a judicial authority. In the absence of a demonstrated significant violation by PMG, there is no valid claim for reimbursement.
In the event that a refund is deemed appropriate under exceptional circumstances, it is important to note that any services that have already been provided and costs that have been incurred will be deducted from the total refund amount. The client shall be entitled to reimbursement solely for the amount that surpasses the value of the services that have already been rendered by PMG.
The burden of proof in disputes regarding termination is a critical aspect that must be thoroughly examined. It is essential to establish the necessary evidence to support claims made by either party involved in the termination process.
In the event that a disagreement emerges concerning the legitimacy or rationale behind a termination, these Terms & Conditions explicitly delineate the responsibility for providing evidence. It is a fundamental principle that each party bears the burden of demonstrating the factual basis upon which they rely to substantiate their termination. The client bears the burden of demonstrating any purported significant justification for an extraordinary termination if they seek to assert rights, including but not limited to refunds, arising from such termination. Should the client fail to adequately and legally substantiate the claimed breach of contract by PMG, the termination will be regarded as a standard termination, devoid of any special rights.
The Terms and Conditions herein explicitly state that there shall be no reversal of the burden of proof that would adversely affect PMG.
7.5 Expenses and Charges in the Case of Termination
The premature cessation of the contract does not inherently absolve the client of their financial responsibilities. Any costs and fees that have been incurred or contractually agreed upon shall remain due and payable, notwithstanding the early termination of the contract. In any event, PMG maintains its entitlement to compensation for services rendered up until the moment of termination.
7.6. Transitioning to an alternative provider or tax consultant
The client possesses the legal authority to transition to an alternative service provider or tax consultant at their discretion. A transition to a new provider generally aligns with the appropriate and timely conclusion of the current engagement agreement. In this matter, PMG undertakes to ensure a seamless transition to the new firm to the fullest extent feasible.
In the event that the client elects to transition to an alternative provider or tax consultant, PMG will impose a processing fee to cover the provision of necessary documents, the management of enquiries from the new firm, and the exportation of data. The minimum fee is set at EUR 1,550.00, exclusive of VAT. Should the workload exceed the specified amount, the fee shall be established in accordance with the actual work performed, utilising PMG’s prevailing hourly rates, which are currently set at EUR 190.00 per hour, exclusive of VAT.
PMG is under no obligation to transfer documents while there are any outstanding invoices from the client.
The delivery of data shall take place within a reasonable timeframe following the receipt of payment and the resolution of any and all outstanding matters.
The documents shall be provided in a standardised format. The client does not possess any entitlement to particular file formats or customised document preparation.
PMG shall not be held liable for any delays or complications arising from the provision of incomplete or untimely information by the client.
Upon the termination of the contractual relationship, whether such termination occurs due to the passage of time, ordinary termination, or extraordinary termination, any claims that PMG has already accrued (including, but not limited to, payment for services rendered prior to termination or damages resulting from early termination attributable to the client’s fault) shall remain intact and unaffected by the conclusion of the contract.
The client is required to promptly satisfy all outstanding obligations, specifically including the payment of any outstanding amounts and the return of any documents that are the property of PMG and may still be in the client’s possession.
Upon termination of the contract, PMG shall either return to the client all documents and data obtained from the client or, at PMG’s discretion and in accordance with applicable legal standards, dispose of such materials, provided that PMG is not subject to any legal obligation to retain them.
8. Amendments to the Terms and Conditions by PMG
PMG retains the authority to unilaterally modify these Terms & Conditions as necessary to respond to alterations in legal, technical, or business conditions. Nonetheless, any amendments must not impose an unreasonable disadvantage on the client and will be executed solely for justifiable reasons, such as alterations in legislation, an expansion of service offerings, or the rectification of regulatory deficiencies.
Any substantial modifications to these Terms & Conditions shall be duly communicated to the client a minimum of 30 calendar days prior to the intended effective date, through written or electronic means, such as email. The change notice will explicitly delineate the new provisions and notify the client of their entitlement to contest the changes and/or to terminate the contract. No unilateral modifications shall be implemented without prior notification, nor shall they take effect immediately; any retroactive alterations are expressly excluded.
The client retains the right to formally contest the proposed changes during the designated notice period. The objection must be submitted in written form, whether by letter or email, to ensure its effectiveness and must be received by PMG within the designated timeframe.
Should the client raise an objection within the designated timeframe, the original contractual terms shall continue to be in effect initially. In this instance, PMG possesses the right to terminate the contractual relationship at the time the changes are set to take effect, provided there exists a significant reason that renders it unreasonable for PMG to proceed under the existing terms of the contract.
Should the client fail to raise any objections within the specified timeframe and proceed to utilise PMG’s services subsequent to the implementation of the new Terms & Conditions, such actions shall be interpreted as acceptance of the modifications.
PMG will emphasise this consequence in the change notice. The provisions herein do not alter the statutory permissions related to the modification of contractual terms. Specifically, PMG reserves the right to modify the contractual agreements in accordance with applicable statutory provisions, provided that such adjustments are essential to uphold the original contractual equilibrium and do not lead to a significant alteration of the contractual framework that would adversely affect the client.
9. The applicable governing law and jurisdiction shall be determined in accordance with the relevant legal principles and statutes.
All contracts and business relationships established between PMG and the client, along with any claims that may arise in connection with them, shall be governed exclusively by the law of the Republic of Cyprus.
The application of rules pertaining to international private law, commonly referred to as conflict of laws, as well as international conventions, is hereby excluded.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is not applicable in this instance. The selection of Cypriot law in commercial transactions between entities is typically valid, as the parties possess the autonomy to determine the applicable governing law.
The mandatory protective provisions of another jurisdiction shall remain intact only to the extent that, according to the principles of international private law, they may exceptionally be applicable notwithstanding the chosen law. However, it is important to note that such a situation is typically not pertinent in the current strictly B2B context.
The jurisdiction for any disputes that may arise from or relate to the contractual relationship shall, to the fullest extent permitted by law, be established as the site of PMG’s registered office located in Larnaca, Republic of Cyprus.
Accordingly, Larnaca shall serve as the sole jurisdiction for the resolution of any disputes arising between PMG and the client, unless a different exclusive jurisdiction is expressly mandated by applicable law.
This jurisdiction agreement is applicable on an international scale, in accordance with the relevant regulations in force. The parties hereby confirm that the aforementioned jurisdiction clause specifically complies with the stipulations set forth in Article 25 of EU Regulation No. 1215/2012 (Brussels I (recast)), which establishes the recognition of jurisdiction agreements among businesses across the European Union.
Notwithstanding the aforementioned provisions, PMG retains the right to initiate legal proceedings against the client at the client’s primary jurisdiction or before any other court that possesses the requisite authority, as permitted by law – for instance, to secure an enforceable judgement within the client’s country of residence.
10. Concluding Clauses
Severability Clause: In the event that any provision of this contract or these Terms & Conditions is determined to be wholly or partially invalid, void, or unenforceable, such determination shall not impact the validity or enforceability of the remaining provisions herein. In the event that any provision is found to be invalid or unenforceable, the parties shall be deemed to have agreed upon a valid provision that most closely aligns with the economic intent of the omitted provision. In the event that these Terms & Conditions reveal any unintended omissions, the same principle shall apply.
Any side agreements, modifications, or additions to the contract and these Terms & Conditions shall only be deemed effective if documented in written form, unless a more stringent legal requirement dictates otherwise. The parties acknowledge that communications in text form, such as email, are typically adequate for the purpose of declarations. Notwithstanding this, either party reserves the right, for the sake of evidentiary integrity, to demand that specific declarations be further substantiated in writing, specifically in a physical format bearing a signature. A waiver of the requirement for written form must likewise be executed in writing.
Assignment and Transfer: The client shall not assign or transfer any rights or obligations arising from the contractual relationship to any third parties without obtaining prior written consent from PMG. PMG reserves the right to transfer the contract along with the associated rights and obligations to any affiliated company at any time, ensuring that such transfer does not negatively impact the legitimate interests of the client. In every instance, PMG retains accountability to the client for the execution of the primary performance obligations stipulated in the contract.
The parties hereby affirm that this agreement does not establish a company, joint venture, or any form of partnership as defined by law between them. Each party maintains its own economic and legal autonomy.
Notices: Any legally significant notices or declarations that the client is obligated to provide to PMG, including but not limited to setting deadlines, notifying of defects, issuing reminders, terminating agreements, or objecting to changes in the Terms & Conditions, must be delivered in writing or text form, unless a more stringent format is mandated by these Terms & Conditions or applicable law. Communications from PMG to the client may also be conducted in written format (such as email) directed to the most recent physical or electronic address supplied by the client, unless an alternative, more formal method has been mutually established.
Notice Regarding Tax Law: PMG clearly indicates that income generated outside the client’s home jurisdiction may be subject to taxation in the client’s country of residence. The client is advised to secure timely and continuous counsel from a qualified tax advisor concerning their tax obligations, particularly in matters that cross international borders.
Individuals classified as United States persons, which encompasses U.S. citizens and tax residents, are obligated to adhere to U.S. taxation laws concerning their global income. Additionally, they must comply with specific U.S. reporting requirements, such as the filing of FBAR for foreign bank accounts.
Individuals residing in the United States are advised to seek the counsel of a qualified tax advisor concerning this matter. The obligation to ensure the accurate and complete fulfilment of all tax responsibilities, whether pertaining to domestic or international matters, rests solely with the client. PMG expressly disclaims any liability or guarantee in this regard, particularly concerning any tax implications arising from actions undertaken by the client based on PMG’s recommendations.
This provision shall take effect in February 2025.
