TERMS & CONDITIONS
 

These documents are professional template drafts. They are not legal advice and must be reviewed by a qualified lawyer in your jurisdiction before publication.

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If your business is registered in Germany or the EU, the following are legally required:

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• Impressum (full provider identification, German law § 5 TMG) — included at the end of this doc

• Privacy Policy compliant with GDPR (EU Regulation 2016/679) — included

• Cookie consent mechanism on the website (separate from this doc — your designer handles the banner)

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1. Scope and Application

These Terms and Conditions (“Terms”) govern all consulting, advisory, and operational services (“Services”) provided by VIRTUAL.K SIA (“we”, “us”, “our”) to its clients (“Client”, “you”).

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These Terms apply to all written proposals, engagement letters, and service agreements concluded with us, unless explicitly modified in writing. The specific scope, deliverables, and fees of each engagement are set out in a separate individual proposal or engagement letter (“Engagement Document”), which forms the binding agreement together with these Terms.

By accepting an Engagement Document, signing a proposal, or instructing us to commence work, the Client agrees to these Terms in their entirety.

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2. Services

Our Services include operational consulting and execution in areas such as finance and treasury operations, company formation and structuring, operational infrastructure, cross-border execution, and adjacent services (translation, language support, lifestyle operations). The exact scope of each engagement is defined in the relevant Engagement Document.

We perform our Services with professional care and to the standard customary in our industry. Unless explicitly agreed in writing, we owe a duty of best effort, not a guaranteed result. Specific outcomes mentioned on our website or in marketing materials are illustrative and do not constitute binding service commitments outside an Engagement Document.

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3. Engagement Models and Fees

We offer three primary engagement models:

(a) Embedded Operator

Provided on a monthly retainer basis. The monthly fee, scope, and duration are set out in the Engagement Document. Retainers are billed in advance, payable within 14 days of invoice issuance.

(b) Project Mandate

Provided on a fixed-fee basis against a defined scope. Payment is typically structured as 50% upon engagement signature and 50% upon completion, unless otherwise agreed.

(c) Setup Sprint

Provided as a fixed-fee package over four to eight weeks. Payment is typically 50% upon engagement signature and 50% upon completion of agreed deliverables.

(d) Exceptional Hourly Engagements

In exceptional cases — short advisory sessions, bounded ad-hoc tasks, or one-off consultations — we may offer services on an hourly basis at the rate stated in the Engagement Document. Hourly engagements are billed monthly in arrears.

All fees are stated exclusive of applicable VAT, which will be added at the legally required rate.

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4. Out-of-Pocket Expenses

Travel costs, third-party fees (notaries, registration agents, translation specialists, banking partners), and other out-of-pocket expenses are not included in our fees unless explicitly stated. Such expenses will be passed through at cost and invoiced separately with supporting documentation. Significant expenses (exceeding the threshold stated in the Engagement Document) require prior written approval by the Client.

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5. Payment Terms

Invoices are payable within 14 days of issuance to the bank account stated on the invoice, unless otherwise agreed. Late payments are subject to statutory interest in accordance with applicable law. We reserve the right to suspend Services if invoices remain unpaid more than 30 days after the due date, having first provided written notice.

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6. Client Cooperation and Responsibilities

The Client agrees to provide, in a timely manner, all information, documents, access credentials, and approvals reasonably required for us to perform the Services. The Client acknowledges that delays in providing such cooperation may impact deliverables, timelines, and fees.

The Client is responsible for the accuracy of information it provides and for all final business, legal, and tax decisions. We provide operational support and execution; we do not replace legal counsel, tax advisors, or auditors, and our work does not constitute legal, tax, or investment advice.

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7. Confidentiality

We treat all non-public information received from the Client (“Confidential Information”) as strictly confidential. We will not disclose Confidential Information to third parties without the Client’s prior written consent, except where required by law or court order.

Our confidentiality obligation continues indefinitely beyond the termination of the engagement. Upon termination, and upon Client’s written request, we will return or destroy all Confidential Information in our possession, subject to legal retention obligations.

Where requested, we will sign a separate Non-Disclosure Agreement (NDA) before any substantive exchange of information.

The Client likewise agrees to treat the content of our proposals, fee structures, methodologies, and non-public communications as confidential.

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8. Intellectual Property

All work products specifically created for the Client in the course of an engagement — such as documentation, processes, SOPs, dashboards, and bespoke materials — transfer to the Client upon full payment of the related invoices.

Our pre-existing know-how, methodologies, tools, templates, and frameworks (including any improvements thereof developed during an engagement) remain our exclusive property. The Client receives a non-exclusive, non-transferable license to use such materials internally to the extent necessary to benefit from the Services.

We retain the right to anonymise and aggregate learnings from engagements for use in our own knowledge base, marketing, and future client work, provided no Confidential Information is disclosed.

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9. Sub-Contractors and Network Partners

We may engage qualified sub-contractors, freelancers, or network partners (such as translators, local agents, legal partners) to deliver parts of the Services. We remain the Client’s sole contractual counterparty and are responsible for the work of such sub-contractors as if it were our own. All sub-contractors are bound by equivalent confidentiality obligations.

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10. Liability

Our liability for damages arising from the Services is limited as follows, to the maximum extent permitted by applicable law:

• For ordinary negligence, our total liability per engagement is capped at the total fees paid by the Client for that engagement in the 12 months preceding the event giving rise to liability.

• This limitation does not apply to damages caused by intent or gross negligence, to claims for personal injury or loss of life, or to any other liability that cannot be limited under mandatory law.

• We are not liable for indirect, consequential, or incidental damages, including lost profits, loss of business opportunity, or reputational damage, except in cases of intent or gross negligence.

• We are not liable for the actions, decisions, or work products of third parties (banks, tax authorities, lawyers, sub-contractors recommended but not engaged by us, etc.) introduced or coordinated as part of the Services. 

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11. Term and Termination

Retainer engagements run for the term stated in the Engagement Document and renew automatically on a month-to-month basis unless terminated by either party with [NOTICE PERIOD, e.g. 30 days] written notice to the end of a calendar month. (Decide and insert notice period: 30 or 60 days is standard for retainers. Confirm with lawyer)

Project Mandates and Setup Sprints conclude upon completion of agreed deliverables. Either party may terminate for material breach with 14 days’ written notice if the breach is not cured during that period.

Upon termination for any reason, the Client remains liable for all fees and expenses accrued up to the effective date of termination, and we will deliver all work products completed up to that point.

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12. Force Majeure

Neither party is liable for delays or failure to perform caused by events beyond reasonable control, including natural disasters, war, civil unrest, government action, pandemics, internet or banking system outages, or similar events. The affected party will promptly notify the other and use reasonable efforts to mitigate the impact.

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13. Governing Law and Jurisdiction

These Terms are governed by the laws of Latvia, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG). 

The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is Riga, to the extent permitted by mandatory law.

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14. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full force. The invalid provision will be replaced by a valid provision that most closely reflects the original economic intent.

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15. Amendments

Amendments to these Terms must be made in writing to be effective. The waiver of any provision must also be in writing. Side agreements not recorded in writing are not valid.

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16. Entire Agreement

These Terms, together with the applicable Engagement Document and any signed NDA, constitute the entire agreement between the parties regarding the subject matter and supersede all prior oral or written agreements on the same subject.

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