Terms of Cooperation

1. Purpose and Scope

These Terms of Cooperation (“Terms”) set out the general basis on which Albania For Business Sh.p.k. (“the Firm,” “we,” “us,” or “our”) provides company formation, legal, tax, accounting, licensing, real estate advisory and recruitment/HR services to its clients (“the Client,” “you,” or “your”).

These Terms apply to every engagement between the Firm and a Client, together with the specific engagement letter, fee proposal or order confirmation agreed for that engagement (“the Engagement Letter”), which sets out the particular scope of services, fees and payment model (see our Payment Terms). Where the Engagement Letter and these Terms conflict, the Engagement Letter takes precedence for that specific engagement; otherwise, these Terms apply.

By instructing the Firm to proceed with a service — whether by signing an Engagement Letter, confirming instructions in writing, or making the payment described in Section 5 — the Client agrees to be bound by these Terms.

2. Definitions

• “Services” means the company formation, legal, tax, accounting, licensing, real estate advisory, recruitment/HR or other professional services agreed in an Engagement Letter.
• “Engagement Letter” means the written document (including a signed proposal, order confirmation or letter of engagement) in which the Firm and the Client confirm the specific scope, fees and terms of a particular engagement.
• “Deliverables” means documents, reports, filings, advice or other work product prepared by the Firm for the Client as part of the Services.
• “Subcontractor” means a third-party professional (such as a notary, external accountant or licensed lawyer) engaged by the Firm to help deliver part of an engagement.

3. Formation of the Cooperation

A specific engagement begins once the Firm and the Client have agreed the scope of Services and fees in writing, and any payment required to begin work under our Payment Terms has been received. Before that point, any discussion, proposal or preliminary consultation is provided on a non-binding, informational basis, in accordance with our Disclaimer.

The Firm reserves the right to decline to accept, or to discontinue, an engagement where required client due diligence cannot be completed in line with our AML & CTF Policy, where a conflict of interest is identified under Section 11, or where the Firm reasonably determines it cannot properly perform the requested Services.

4. Scope of Services

The Firm will perform the Services described in the applicable Engagement Letter with reasonable skill and care, in accordance with applicable Albanian law and professional standards. Any service, task or outcome not expressly included in the Engagement Letter is outside the scope of the engagement unless separately agreed in writing, including through a scope change confirmed under our Payment Terms.

The Firm’s advice and Deliverables are prepared based on the facts, instructions and documents provided by the Client, and on the law and institutional practice in force at the time. The Firm is not responsible for the consequences of incomplete, inaccurate or outdated information provided by the Client, or for changes in law or practice occurring after advice or a Deliverable has been provided.

5. Fees and Payment

Fees for the Services are as set out in the applicable Engagement Letter, charged under one of the payment models — full pre-payment, deposit/retainer, or individual arrangement — described in our Payment Terms, which form part of these Terms by reference. Third-party costs and disbursements, currency, invoicing and the consequences of late payment are also addressed in that document.

6. Client Obligations and Cooperation

To enable the Firm to perform the Services effectively, the Client agrees to:

• Provide accurate, complete and timely information and documents reasonably requested by the Firm, including for identity verification and due diligence purposes.
• Promptly notify the Firm of any change in circumstances that may affect the Services (for example, a change in ownership structure, business activity, or contact details).
• Make decisions and provide instructions or approvals within a reasonable time where the Firm requires them to proceed.
• Pay fees and disbursements in accordance with the agreed payment model and the Firm’s Payment Terms.

Delays or additional cost arising from the Client’s failure to meet these obligations are not the responsibility of the Firm, and may result in a revised timeline or fee, communicated to the Client as soon as reasonably possible.

7. Confidentiality

Each party agrees to keep confidential any non-public information received from the other in connection with an engagement, and to use it only for the purposes of that engagement, except where disclosure is required by law, requested by a competent authority (including under our AML & CTF Policy), or agreed in writing. This obligation survives the end of the engagement. Personal data is additionally handled in accordance with our Privacy Policy and Data Protection & Privacy Policy (GDPR Compliance Notice).

8. Intellectual Property in Deliverables

Unless otherwise agreed in the Engagement Letter, Deliverables prepared specifically for the Client as part of an engagement may be used by the Client for the purposes of that engagement once fees for the relevant work have been paid in full. The Firm retains ownership of its underlying methodologies, precedents, templates and know-how, which may have been used to prepare the Deliverables, and nothing in these Terms transfers ownership of such underlying materials to the Client.

9. Data Protection

The Firm processes personal data in connection with an engagement in accordance with Albanian data protection law and, where relevant, the GDPR, as described in our Privacy Policy and our Data Protection & Privacy Policy (GDPR Compliance Notice). Where the Client provides the Firm with personal data belonging to third parties (for example, employees, beneficial owners or counterparties), the Client confirms it has the right to do so and that the third party has been informed as required by applicable law.

10. Anti-Money Laundering and Due Diligence

As a condition of providing Services, the Firm carries out client due diligence in accordance with its AML & CTF Policy, which may include identity verification, beneficial-ownership checks, and source-of-funds enquiries. The Client agrees to cooperate with these requirements. The Firm may decline to proceed with, or may pause, an engagement where required due diligence cannot be completed, and may be required by law to report certain matters to the relevant authorities without notifying the Client.

11. Conflicts of Interest

The Firm will not knowingly act for a Client where doing so creates a conflict of interest with another client, unless appropriate safeguards can be put in place and are agreed with the affected clients. If a conflict is identified during an engagement, the Firm will notify the affected Client(s) as soon as reasonably possible and take appropriate steps, which may include ceasing to act for one or more parties on the matter concerned.

12. Use of Subcontractors and Third Parties

The Firm may engage Subcontractors (such as notaries, external accountants or licensed lawyers) to deliver part of an engagement, and will take reasonable care in selecting them and require them to maintain confidentiality and, where relevant, apply equivalent AML/CTF and data protection standards. The Firm remains the Client’s main point of contact and coordinates the overall engagement, consistent with our integrated service model.

13. Limitation of Liability

To the fullest extent permitted by applicable Albanian law, the Firm’s liability to the Client in connection with an engagement is limited to direct losses that are a reasonably foreseeable consequence of the Firm’s breach of its obligations, and shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim, unless a different limit is expressly agreed in the Engagement Letter. The Firm is not liable for indirect or consequential losses, or for losses arising from inaccurate or incomplete information provided by the Client, decisions made by third parties (including Albanian authorities, banks or counterparties), or events beyond the Firm’s reasonable control as described in Section 16. Nothing in these Terms limits liability that cannot be excluded or limited under applicable law.

14. Term, Suspension and Termination

An engagement continues for the duration described in the applicable Engagement Letter, or, for ongoing retainer services, until terminated by either party on reasonable written notice (typically 30 days, unless otherwise agreed). The Firm may suspend or terminate an engagement immediately where required due diligence cannot be completed or maintained, where fees remain unpaid in accordance with our Payment Terms, or where continuing would breach applicable law or create an unacceptable conflict of interest. On termination, the Client remains liable for fees and disbursements properly incurred up to the effective date of termination, and any applicable refund is handled in accordance with our Payment Terms.

15. Complaints

If the Client is unhappy with any aspect of the Services, the Firm’s Complaint Handling Policy, available at albania-for-business.com/policies/complaint-handling-policy, sets out how to raise a complaint and what to expect, including target timeframes for a response and options for further escalation.

16. Force Majeure

Neither party is liable for any delay or failure to perform its obligations under an engagement to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, government action, changes in law, or failures of third-party systems or infrastructure, provided the affected party notifies the other as soon as reasonably possible and takes reasonable steps to mitigate the impact.

17. Governing Law and Dispute Resolution

These Terms, and any dispute arising out of or in connection with an engagement, are governed by the laws of the Republic of Albania. The parties will first attempt to resolve any dispute in good faith through direct discussion and, where applicable, the process described in our Complaint Handling Policy. If a dispute cannot be resolved informally, it will be subject to the exclusive jurisdiction of the competent courts of Albania, unless the Engagement Letter specifies an alternative dispute-resolution mechanism (such as mediation or arbitration) for that engagement.

18. Amendments

The Firm may update these Terms from time to time to reflect changes in its services or applicable law; the version and effective date on the cover of this document will be updated accordingly. Changes to these general Terms do not retroactively alter the specific scope, fees or terms already agreed in an active Client’s Engagement Letter, unless expressly agreed with that Client.

19. Entire Agreement and Severability

For each engagement, the applicable Engagement Letter together with these Terms (and the policies referenced within them) constitute the entire agreement between the Firm and the Client with respect to that engagement, superseding any prior discussions or proposals on the same subject, except where the parties expressly agree otherwise in writing. If any provision of these Terms is found to be invalid or unenforceable under Albanian law, the remaining provisions will continue in full force and effect.

20. Contact

Questions about these Terms of Cooperation should be directed to info@albania-for-business.com. These Terms are published for transparency at albania-for-business.com and should be read together with the Firm’s Payment Terms, AML & CTF Policy, Privacy Policy, Data Protection & Privacy Policy (GDPR Compliance Notice), Complaint Handling Policy and Disclaimer.