Finberg & Associates

Terms and conditions of usage and service provision

Definitions & relations

The following are the terms of the legal agreement between you ("The Beneficiary" or "The End client" or "Third Party" related to them or engaaged by them) and FINBERG ("The Service Provider", "Temporary", "Provider", or any such associated terms). These terms of service are effective starting 05 December 2025.

By commercial relationship it is meant a relationship where FINBERG provides to the Beneficiary a commercial service or product. By professional relationship it is meant a service that is commercial in nature and also relates to a more specific field (e.g. provision or review of reports, review of returns, review of direct, indirect or international tax aspects, review of terms or interpretation according to specific legislation or the case law of the CJUE, etc.). By invoicing services it is meant the mere invoicing, either at holding level or passive or finance activity, for services performed by another firm at group level, or at the level of associated firms, or associated persons. In any commercial or professional relationship whatsoever, FINBERG shall mean the entity which engages in commercial or professional activities, and this entity shall be exclusively represented in its works, professional or not, and exclusively engaged by and with sole responsibility assumed by the general partner with responsibility for the entity. In any invoicing service activity, FINBERG engages merely in invoicing clients, at holding or associated level, while the work is performed by another entity, or firm, or persons associated with FINBERG.

Acceptance of terms of service

By requesting services, whether in writing, verbally, or in any other way, and by asking the Service Provider, Temporary, Provider to provide or in any other way engage in the provision of services, you ("The Beneficiary" or "The End Client" or "Third Party" related to or engaged by them) accepts this setup, as well as accept either the legal and professional provision of services and responsibility, under the terms defined herein, or the invoicing while the work is performed by another firm or person related to FINBERG. The Beneficiary or End Client or Third party related to or engaged by them may in no way limit the rights of the Service Provider, or the Temporary, or the Provider by any terms which are not comprised herein. If the Beneficiary or the End Client or Third party related to or engaged by them places an order, whether in writing, verbally or in any other way requests such services, it agrees to be bound by the present terms and conditions. The law governing the terms and conditions of the provided services, or orders or engagements is the law at general partner's place of residence.

General

This Web site and the activity of FINBERG or of this domain contains proprietary notices and copyright information, the terms of which must be observed and followed.

This site and all content in this site may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used for the creation of derivative works without FINBERG's prior written consent, except for the non-exclusive, non-transferable, limited permission to access and display the Web pages within this site, solely on your computer and for your personal, non-commercial use of this Web site. This permission is conditioned on your not modifying the content displayed on this site, your keeping intact all copyright, trademark, and other proprietary notices, and your acceptance of any terms, conditions, and notices accompanying the content or otherwise set forth in this site. Notwithstanding the foregoing, any software and other materials that are made available for downloading, access, or other use from this site with their own license terms, conditions, and notices will be governed by such terms, conditions, and notices.

The commercial or professional services will be provided by FINBERG or another related or associated firm, as per the best knowledge and best available skills, in the light of the information, data and communication made available by the Beneficiary or, alternatively, the End client. It is understood that any opinion, judgment, advice, perception, interpretation, etc. from the part of the Service Provider will be scrutinized/analyzed by the Beneficiary or End Client or their related or engaged third party to whom this is addressed and will undergo a final approval process and decision from the part of the Beneficiary or End client or such third party. As part of the service provision, FINBERG or its consultants, subconsultants or employees may receive from the Beneficiary, End client or other third parties connected with them source data, to perform the work. As part of the process, such source data will be considered „as is” and the exhaustive dispute, challenge or assessment of the correctness or accuracy of the data & information supplied by the Beneficiary or the End client, is considered to be outside the scope of work. FINBERG will work on the source data and information supplied and made available by the Beneficiary or the End client, the Beneficiary and the End client being the only party assuming the responsibility for such source data in its possession. No claim whatsoever for indemnification, damages, liability, representation or the like can be raised in respect of the source data supplied to FINBERG for the purpose of this work, or in respect of any flawed, incomplete, inaccurate, incorrect source data or omitted or missing source data and information supplied to FINBERG, and for the consequent work of FINBERG with such source data and information - as the rightful owner of such source data, and with full responsibility for such source data and information is solely the Beneficiary or the End client. THe Beneficiary or End Client shal, therefore, be considered as the owner of such source data, while FINBERG is the Service Provider, Temporary, Provider which is exclusively the user of such source data, employing and using the data and information supplied by the Beneficiary or the End Client or any Third party connected to these. The invoicing services provided by FINBERG are done based on available information as to the amount to be invoiced, the amount due, the debt to be recovered and the invoiced party and parties to the contract, without any responsibility for the commercial or professional works themselves. Such invoicing services will not be considered commercial in nature, but as mere part of a holding or financing activity.

Contract & agreements

A contract with the Service Provider is considered agreed or concluded when the Beneficiary or the End Client of the Third Party related to or engaged by them has transmitted the order, whether in writing or verbally, as, by means of example, by electronic mail, fax, telephone, post, verbal communication, electronic messaging or other acceptable means of communication. Even the explicit or implicit request from the Beneficiary or the End Client or a Third Party related to or engaged by these thereof, or any other Third Party in the chain, for instance commissioning agency, recruitment agency, head-hunting agency, etc, is considered to be a request for service provision, and therefore agreement, when such a request is transmitted in writing or verbally to FINBERG. In the absence of any explicit, written agreement from FINBERG, the terms of service provision shall be subjected to the conditions under this site, and nothing can be interpreted as derogating from them. In case of another written agreement, these terms of service provisions will complete the agreement, especially in respect of responsibility, payment obligations, amounts due, payment terms, debt recovery, costs of service and with debt recovery and in all other aspects detailed in these present terms herein. In case of any contradiction between another such written agreement and the present terms, these present terms shall prevails.

For the provision of the services relating to such a request, understanding, contract or letter of engagement issued by the Beneficiary or the End Client or a Third Party related to or engaged by them, the entity FINBERG will work with consultants, subconsultants or employees, as per the policy of FINBERG, at either the premises of FINBERG, or the premises of the client, or the premises of another member firm, or firm associated or related to FINBERG, or a combination thereof. All commercial responsibility for provided services or any engagement falls on FINBERG and implicitly on the general partner thereof, and none of the consultants, subconsultants, employees or any other natural persons of FINBERG will be liable in front of the Beneficiary, or the End Client, or any other Third parties, for the provided professional and commercial services. As part of the service provision agreement, the Beneficiary, End client, or any other Third party connected, related or engaged by these agrees not to bring any kind of claims, whatsoever, against any person, employee, director, associate, partner of FINBERG.

Once the engagement, tasks or assignment started, the price at which the service is provided is the price accepted at the time the order, letter of intent, letter of engagement, request or similar is sent. Alternatively, the final price is any other price agreed upon by the parties by means of written contract or the regular price at which the Beneficiary or Client or the Third Party usually receives the services, in case of a professional and commercial relationship established for more than one year.

The Beneficiary, the End Client and the Third Party related to or engaged by them understand and acknowledge that they cannot, by any means, limit the Service Provider's business by asking the Service Provider to grant him/her/it exclusivity or ask the Service Provider to refrain from having contact or taking orders from clients, regardless of whether such clients are past, present or potentially future clients. The Beneficiary understands and agrees that the Service Provider has the right to make known the clients for which it has worked, including the Beneficiary. The order of the Beneficiary must contain the data of a valid, registered natural/legal person which/who is active in the corresponding state at the time of order. Such identification data of the Beneficiary must include at least the name, address and company number (or personal number) and VAT code, as applicable. The Beneficiary must have the legal and legitimate right to engage in ordering the service for the legal/natural person so identified. The failure of the Beneficiary to provide at least the valid identification data specified before gives the Service Provider the right to retain the performed service untill payment is made by the Beneficiary, according to Beneficiary's order, as well as an exclusive right for the Service Provider to demand and enforce payment of services by all means possible. The same is true when there is suspicion or evidence that the Beneficiary is in a winding-up procedure, or bankruptcy, or when the Beneficiary is deemed to be/or to may be in default of payment, or when the Beneficiary provides identification data of a legal/natural person in which it has no direct interest or which it cannot legitimately represent and engage.

Payments

The Beneficiary undertakes to pay the issued invoices within 10 days since issuance. The invoices will be mainly sent electronically. The Beneficiary has no right to deduct from the invoices issued by the Service Provider fees or taxes due by the Service provider or any of its consultants, employees, subconsultants, subcontractors, partners, associates, or Beneficiary's bank charges or any other amounts for paying within Service Provider's terms. The Beneficiary or the End Client or any Third Party related to or engaged by them agree to pay all related costs of notifications, debt recovery, legal or court proceedings in case the value of order(s) is not paid according to the conditions on the issued invoices (10 days). The invoices of the Service Provider, the Contractor of the Temporary can include out-of-pocket expenses not relating to the services themselves (for instance costs with telephone bills or calls or personal meetings with the tax administration or authorities relating to provided services, special insurances contracted at the request of the Beneficiary or the End client or the Third Party related to them or engaged by them), and the Beneficiary, the End client, and the Third Party agree to also cover these small items, as part of the issued invoice. An invoice shall be sent to the same electronic email address or fax number as the one used when the Beneficiary sent its order and deemed to be received if no error follows within the next 24 hours.The Beneficiary or the End Client or any Third Party related to or engaged by them do not have the right to impose the Service Provider to further register invoices, time sheets, bills, notices, etc. in electronic systems, or applications or the like belonging to the Beneficiary or the End Client or any Third Party related to or engaged by them - and the mere fact that the Service Provider, pro-bono, at a certain point in time offers to register such invoices,bills, notices, time sheets, etc. in any of the systems of the Beneficiary or the End Client or any Third Party does not mean that the Service Provider will have such obligation in the future, nor that payments can be withheld because of this reason.

Payments cannot be rejected, denied, withheld or not executed on mere fact that the Beneficiary or the End Client or any Third Party connected with them or engaged by them does not agree to the present terms or tries to impose its own contract or terms. Due amounts for the time or services spent for or with the Beneficiary or the End Client or any Third Party related to them or engaged by them, shall be paid within at most 10 days since the issuance of the invoice, together with the legal delay interest rate, as per the jurisdiction where the Service Provider is incorporated, since day 11 and until the full payment is received by the Service Provider. In case the invoices issued by the Service Provider are not paid in due time, or if the Beneficiary, or the Client, or any Third Party related to them or engaged by them refuses to pay such invoices, or suggests a refusal to pay such invoices, or by any means conditions the payment of such invoices to other agreements, or signature of other terms, or imposes or tries to impose any other terms, whatsoever, or merely fails to pay within deadline, then the Service Provider can immediately stop all work until the full amount of such invoices, together with delay interest rate, the costs of recovery and any other costs encountered are covered in full by the Beneficiary, or the End Clent or the Third Party related to them or engaged by them. The stop of such work shall not entitle the Beneficiary, or the Client, or any Third Party related to them or engaged by them to any compensation, and the Beneficiary, or the Client, or any Third Party related to them or engaged by them shall still have the obligation to pay in full all amounts accrued for works until the date the works stop, together with any delay interest rate, as well as cover any and all costs with recovery of such amounts. FINBERG has the right to freely transmit an unpaid invoice or a debt to be recovered to any other firm related to or associated with FINBERG, without any other procedure, and the associated or related firm will thus take over as creditor the right to recover the oustanding amount from either the Beneficiary, or the End client, or a Third Party related to or engaged by them or any other Third Party which a court of law may find liable to pay such debt. In such latter case, the recovery of debt or due invoices will be made according to the jurisdiction where the related or associated firm is incorporated, and the Beneficiary, End Client or Third Party related to or engaged by them will also pay for the cost of transfer, together with the intial debt or invoiced amount, the initial delay interest, as well as the delay interest starting from the time of transfer, as per the jurisdiction where the associated or related firm is incorporated.

Order, tasks, commissions, letters of engagement and letters of intent

An order is considered to be an event whereby the Beneficiary transmits to the Service Provider all the instructions, source data, documents, contents, memories, terminological sources, reference links, and any other similar documentation and information that must be employed by the Service Provider when working on the specific order. Once an order has been engaged by the Service Provider, any and all additional instructions, source data, documents, contents, memories, terminological sources, reference links, and any other similar documentation and information will represent new requests or deliverables. For such new requests or deliverables, appropriate, new time frames will net to be set or agreed upon. In case of payment by deliverable, new requests or new orders will be handled and invoiced separately and inedependently. In case of payment by day, new orders or new requests can be considered within the next time frame (e.g. next day or next days) and the charge for the next days will be raised as usual, albeit for the work on the new orders relating to addition instructions, documents, contents, etc. An order confirmed by the Service Provider or in which the Service Provider is engaged and then cancelled by the Beneficiary gives the Service Provider the right to retain the fee agreed for the service. Any kind of changes, updates, additions, corrections and other similar included by the Beneficiary to an initial source document or deliverable, after the order has been confirmed by the Service Provider, will be considered and handled in the course of a new order. The fact that the Service Provider, out of good-faith, has not charged the Beneficiary once for supplementary work or deliverable, does not mean that the Benficiary or End CLient or any Third Party thereof will have any right not to pay for such additional work or deliverables in the future.

In the provisions of services, FINBERG works with the source data and information provided by the Beneficiary as is, for the purpose of translating such source data into meaningful reports and returns, managing the internal teams of the Beneficiary or the End Client, managing the relationship with the external service providers of the Beneficiary, engaging in communication with the Tax Authorities in various jurisdictions. The scope and purpose of work does not an exhaustive review or distinct review or correction of internal data of the Beneficiary, of which the Beneficiary is the sole owner, but is limited to translating such data into the relevant reports and returns, according to best knowledge and skills available. The work of the Service provider, the Temporary or the Provider is ultimately checked for accuracy and conformity by the Beneficiary or the End client at a senior manager/director/VP level and it is understood that following such check the Beneficiary or the End client warrant for any submitted reports, memos, correspondence, returns, etc.

Any re-works, amendments, corrections due to incorrect initial source data and information, or flawed presentation of such data and information, or new information and data not presented at the time of elaborating such reports and returns, will be considered to be a new task or assignment - and for such new task of assignment a new time slot will therefore be set up accordingly, according to availability, and will be subject to the charging per day or deliverable for such new tasks or assignments.

End of work, termination of services

The agreement, or contract is considered terminated either at the end of the assignment, or the expiry at the end of its duration, or by notification from one of the parties, or when the execution of such a contract is no longer possible. To clarify, the execution of such contract is no longer possible in case of default of payment within deadlines specified on issued invoices, for whatever reasons. The Service Provider may (although without obligation) remind the Beneficiary or the Client or the Third Party related to or engaged by them of such unpaid invoices or due amounts. The termination of the contract or the agreement because of the impossibility to provide services following unpaid invoices does not entitle the Beneficiary or the Client or the Third Party related to or engaged by them to any compensation whatsoever for work which is no longer carried out when all the invoices are not paid to date, and the Beneficiary or the Client or the Third Party related to or engaged by them will still have the obligation to pay the invoices issued to them for the works until such works or services stop, together with any delay interest. If work is resumed, after notification of impossibility to provide services, the Service Provider has the right to ask for pre-payments for the work of up to four weeks, and the work will be resumed only after 2 days after the pre-paid amount has been received in full on the bank account of the Service Provider.

Liability

The Beneficiary and Service Provider agree that any and all claims to liability and compensation or otherwise, whether for the service provided, produced reports, returns or documents, working procedures, financial loss, commercial loss, reputation loss, debt recovery, legal expenses, contractual terms, etc. are limited to proved financial damages or property damages claims covered by the professional insurance of the Service Provider, at half the value of the specific deliverable, as invoiced by the Service Provider and paid by the Beneficiary or paid by any third parties in the chain, independently or on behalf of the beneficiary. Furthermore, any claims or requests for liability or the like will only be drawn upon and raised against and from the professional insurance of the Service Provider, the Temporary or the Provider, and cannot as such be raised against any person of the entity itself and not against any of the consultants, subconsultants, directors or employees of the Service Provider, the Temporary or the Provider. The sole responsible party of FINBERG for any claims in respect of professional or commercial services, intellectual property, commercial loss, financial loss, reputation loss, legal expenses, contractual terms or any similar liabilities is the general partner of FINBERG and any such claims will be made in the jurisdiction governing the general partner thereof. Such claims must be justified by manifested wrong doing, need to prove the illicit act, a quantifiable concrete material loss, a manifest guilt, as well as a causal relationship, and be raised within the applicable special term of prescription for commercially consumer claims in that jurisdiction. No claims for compensation, liability, damages or losses can be raised for mere notifications, lack of notifications, communication, ways of communication, need of communication or any communication obligations between contractual parties, or for lack of papers, or o documents, or the alleged non-communication of papers, or of documents between parties, or for any obligations, whether assumed or not, of third parties. The Beneficiary, the End Client and any Third Party related to them or engaged by them are solely responsible for their own taxes, and all their tax and administrative obligations in general and those resulting from the present contract in particular, and no claims, demands, indemnifications, etc. shall be raised against the Service Provider or any of its persons in this respect.

GDPR

The Beneficiary, the Service Provider and any Third Party related to them or engaged by them undertake to comply in full with GDPR laws, and shall not share, diseminate, impart, make know or displace any of Service Provider's personal data, including the personal data of any of the Service Proider's persons, to jurisdictions other than the one in which the Service Provider is incorporated. The Beneficiary, the Service Provider and any Third Party undertake to indemnify and hold harmless the Service Provider for any misuse of such GDPR data and sharing of such data otherwise, as well as undertake to cover all damages of the Service Provider following such undue sharing of data, contrary to the present paragraph. The Service Provider shall use any equipment (if any) of the Beneficiary, or the Client, or the Third Party related to or engaged by them as is, and shall also return the equipment as is, and the Beneficiary, or the Client, or the Third Party related to or engaged by them bears the sole responsibility to ongoing and on a rolling basis save such data in the equipment made available to the Service Provider, without the Service Provider being made responsible for any potential loss because of the data in the equipment supplied to it. Once all invoices paid and all due amounts covered, such equipment will be returned to the Beneficiary or the End Client or the Third Party, from where it was collected, as is. Nothing in this agreement, or in any other part of an agreement, or contract otherwise signed by the parties, shall be interpreted to mean that the Service Provider has any obligation to provide confidential documents, or documents, acts, papers, information or the like relating to the accounting systems of the Service Provider, or the financial statements or standing of the Service Provider, or the internal or external agreements of the Service Provider, or internal correspondence or contracts or correspondence with tax authorities or public instititions, whether relating to this contract or not - and the Service Provider shall be under no obligation to provide such documents, or acts or papers or the like, or confidential information as such, to the Beneficiary, or the End Client or the Third Party related to or engaged by them.

Applicable law

The applicable law for the agreement, provision of services, contract execution, or any demands or claims is the law where the Service Provider is incorporated or, as applicable, where the General Partner of the Service Provider is incorporated and the parties submit to the exclusive jurisdction of the courts of law in such jurisdiction.