Alecsandru.
Business Wizard by Day
Legal Agreement

Terms and Conditions

Please read these terms carefully before engaging our services. By using our services, you agree to be bound by these terms and conditions.

Last updated: November 30, 2024Version 1.0

Table of Contents

1. Introduction

These General Terms and Conditions ("Terms") govern the relationship between UE NOBLE IMPEX EOOD (hereinafter referred to as "Alecsandru Onac," "we," "us," or "our") and any individual or legal entity ("Client," "you," or "your") engaging our professional services.

By engaging our services, signing a service agreement, or otherwise indicating acceptance, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

Important: These Terms constitute a legally binding agreement. If you do not agree with any provision herein, please do not engage our services. We recommend consulting with independent legal counsel if you have questions about these Terms.

These Terms are governed by and shall be construed in accordance with the laws of Bulgaria and applicable European Union regulations. For services rendered in Romania, Romanian law may apply as specified in individual service agreements.

2. Definitions

For the purposes of these Terms, the following definitions shall apply:

"Agreement"

Any written contract, engagement letter, or service proposal signed by both parties, together with these Terms.

"Services"

Professional consulting services including but not limited to business consulting, tax advisory, legal consulting, immigration services, M&A advisory, and NGO consulting.

"Deliverables"

Any documents, reports, analyses, applications, or other materials produced by us in the course of providing Services.

"Confidential Information"

Any non-public information disclosed by either party, including business plans, financial data, client lists, trade secrets, and proprietary methodologies.

"Fees"

The compensation payable to us for Services rendered, as specified in the applicable Agreement.

"Applicable Law"

The laws of Bulgaria and/or Romania, as applicable, together with relevant European Union regulations.

"Business Day"

Any day other than Saturday, Sunday, or public holidays in Bulgaria or Romania, as applicable.

"Force Majeure"

Any event beyond the reasonable control of either party, including natural disasters, war, terrorism, pandemics, government actions, or infrastructure failures.

3. Our Services

We provide professional consulting services in the following areas:

Business Strategy

Strategic planning, market analysis, business model development

Tax Advisory

Corporate tax planning, international structuring, compliance

Legal Consulting

Corporate law, contracts, regulatory compliance

Immigration Services

Work permits, residence permits, visa applications (Romania)

M&A Advisory

Due diligence, valuation, transaction support

NGO Consulting

Registration, compliance, funding strategies

Operations Excellence

Process optimization, change management

Compliance & Risk

Regulatory compliance, risk management, GDPR

Service Limitations

  • Our services constitute professional advice only and do not guarantee specific outcomes.
  • Legal and tax advice is based on current legislation which may change.
  • Immigration outcomes depend on government authorities' decisions.
  • We do not provide accounting, auditing, or licensed legal representation in court.

4. Engagement Process

Our engagement process follows these steps to ensure clarity and mutual understanding:

1

Initial Consultation

We discuss your needs and objectives to understand the scope of services required. This initial consultation may be complimentary or charged as specified.

2

Proposal & Quote

We provide a detailed proposal outlining the scope of work, deliverables, timeline, and fees. This serves as the basis for our Agreement.

3

Agreement Execution

Upon your acceptance, both parties sign the service agreement. An advance payment or retainer may be required before work commences.

4

Service Delivery

We execute the agreed services, maintaining regular communication and providing updates as appropriate.

5

Completion & Handover

Upon completion, we deliver all Deliverables and provide any necessary training or handover documentation.

Note: No services shall commence until a written Agreement is executed and any required advance payment is received. Verbal agreements or email exchanges do not constitute a binding engagement unless explicitly confirmed in writing.

5. Client Obligations

To enable us to provide effective services, you agree to the following obligations:

5.1 Information and Cooperation

  • Provide accurate, complete, and timely information necessary for the Services
  • Respond promptly to requests for documents, data, or clarifications
  • Designate a primary contact person with authority to make decisions
  • Notify us immediately of any changes affecting the engagement

5.2 Compliance and Legal Requirements

  • Ensure all information provided is lawfully obtained and shared
  • Comply with applicable anti-money laundering (AML) requirements
  • Provide valid identification documents as required for Know Your Customer (KYC)
  • Not engage us in any activity that violates applicable laws

Consequences of Non-Compliance

Failure to meet these obligations may result in delays, additional fees, or termination of services. We shall not be liable for any adverse outcomes resulting from incomplete or inaccurate information provided by you.

6. Fees and Payment Terms

6.1 Fee Structure

Our fees are structured as follows, as specified in the applicable Agreement:

Fixed Fee

A predetermined amount for defined scope of work

Hourly Rate

Charged based on time spent at agreed rates

Retainer

Monthly fee for ongoing advisory services

Success Fee

Performance-based fee upon achieving objectives

6.2 Payment Terms

  • Advance Payment: Unless otherwise agreed, 50% of the estimated fee is due before work commences
  • Invoicing: Invoices are issued monthly or upon completion of milestones
  • Payment Period: Payment is due within 14 days of invoice date
  • Currency: EUR or BGN (as specified), RON for Romania-specific services
  • VAT: All fees are exclusive of VAT which will be added where applicable

6.3 Additional Costs

The following costs are billed separately at actual cost:

  • Government fees, duties, and official charges
  • Notarization, apostille, and certification costs
  • Translation and interpretation services
  • Travel and accommodation for out-of-office meetings
  • Courier and specialized delivery services

6.4 Late Payment

  • Late payments shall incur interest at the rate of 1% per month (or the maximum legal rate, whichever is lower)
  • We reserve the right to suspend services if payment is overdue by more than 30 days
  • Collection costs and legal fees shall be borne by the Client

7. Intellectual Property

7.1 Our Intellectual Property

All methodologies, frameworks, templates, know-how, and proprietary tools used in delivering Services remain our exclusive property. You receive a non-exclusive, non-transferable license to use Deliverables solely for your internal business purposes.

7.2 Client Materials

You retain ownership of all information, data, and materials you provide to us. You grant us a limited license to use such materials solely for the purpose of providing the Services.

7.3 Deliverables

Upon full payment of all fees, you receive ownership of custom Deliverables created specifically for you, subject to the following:

  • We retain the right to use general concepts and learnings in future work
  • Pre-existing materials incorporated into Deliverables remain our property
  • We may reference the engagement (without confidential details) in our portfolio

8. Confidentiality

8.1 Confidentiality Obligations

Both parties agree to:

  • Maintain strict confidentiality of all Confidential Information
  • Use Confidential Information only for purposes of the engagement
  • Implement reasonable security measures to protect Confidential Information
  • Not disclose to third parties without prior written consent

8.2 Exceptions

Confidentiality obligations do not apply to information that:

  • Is or becomes publicly available without breach of these Terms
  • Was rightfully known prior to disclosure
  • Is independently developed without use of Confidential Information
  • Must be disclosed by law or court order (with prompt notice to the other party)

8.3 Duration

Confidentiality obligations shall survive termination of the engagement for a period of five (5) years, or longer if required by applicable law or professional regulations.

9. Limitation of Liability

9.1 General Limitation

To the maximum extent permitted by applicable law, our total aggregate liability for any claims arising out of or related to our Services shall not exceed the total fees paid by you for the specific Services giving rise to the claim.

9.2 Exclusion of Damages

We shall not be liable for:

  • Indirect, incidental, consequential, or punitive damages
  • Loss of profits, revenue, business opportunities, or goodwill
  • Costs of procurement of substitute services
  • Damages resulting from Client's failure to fulfill its obligations
  • Government or third-party decisions beyond our control

9.3 No Guarantee of Results

We provide professional advice and assistance but cannot guarantee specific outcomes. Immigration applications, government approvals, business success, and similar matters depend on factors beyond our control. Our obligation is to provide competent professional services, not to ensure particular results.

9.4 Time Limitation

Any claim arising from our Services must be brought within twelve (12) months of the date on which the Client became aware, or should reasonably have become aware, of the circumstances giving rise to the claim.

10. Indemnification

You agree to indemnify, defend, and hold harmless Alecsandru Onac, its officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

  • Your breach of these Terms or any Agreement
  • False, misleading, or incomplete information provided by you
  • Your violation of applicable laws or third-party rights
  • Your use of Deliverables contrary to our advice or applicable law
  • Actions or omissions of your employees, agents, or contractors

11. Termination

11.1 Termination by Either Party

Either party may terminate the engagement:

  • By mutual written agreement at any time
  • With 30 days' written notice without cause
  • Immediately if the other party materially breaches these Terms and fails to cure within 14 days of notice

11.2 Our Right to Terminate

We may terminate immediately if:

  • Payment is overdue by more than 30 days
  • Continuing services would violate applicable law or professional ethics
  • You provide false or misleading information
  • A conflict of interest arises that cannot be resolved

11.3 Effect of Termination

  • Payment for all Services rendered through termination date becomes immediately due
  • We will deliver all completed Deliverables upon receipt of payment
  • Confidentiality and indemnification obligations survive termination
  • Each party shall return or destroy the other's Confidential Information

12. Force Majeure

Neither party shall be liable for failure or delay in performing obligations due to circumstances beyond reasonable control, including but not limited to:

Natural disasters
War or armed conflict
Terrorism
Pandemics or epidemics
Government actions or restrictions
Cyberattacks
Infrastructure failures
Strikes or labor disputes

The affected party must notify the other promptly and use reasonable efforts to mitigate the impact. If the Force Majeure event continues for more than 60 days, either party may terminate without liability.

13. Governing Law and Disputes

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Bulgaria. For services provided exclusively in Romania, Romanian law shall apply as specified in the Agreement. European Union regulations shall apply where directly applicable.

13.2 Dispute Resolution

In case of disputes, the parties agree to the following process:

1
Negotiation

Parties shall first attempt to resolve disputes through good-faith negotiations within 30 days

2
Mediation

If negotiation fails, disputes shall be submitted to mediation under ICC rules

3
Litigation

If mediation fails, disputes shall be resolved by the competent courts in Ruse, Bulgaria

13.3 Language

These Terms are drafted in English. In case of translation, the English version shall prevail. All formal communications regarding disputes shall be in English.

14. Amendments and General Provisions

14.1 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated with at least 30 days' notice. Continued use of our Services after changes take effect constitutes acceptance of the modified Terms.

14.2 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.3 Entire Agreement

These Terms, together with any signed Agreement, constitute the entire understanding between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter hereof.

14.4 No Waiver

Failure to enforce any provision shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing to be effective.

14.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights to an affiliate or successor entity.

15. Contact Information

For questions about these Terms or our Services, please contact us:

UE NOBLE IMPEX EOOD

Headquarters

str. Stefan Karadja nr. 10
Ruse, 7000, Bulgaria
CUI: 206640105
VAT: BG206640105

Romania Office

Bulevardul Lacul Tei 1-3
Bucharest, 020371, Romania

By engaging our services, you confirm that you have read, understood, and agree to these Terms and Conditions.