GENERAL TERMS AND CONDITIONS

General Terms and Conditions

These General Terms and Conditions govern the provision of services by Szilaghi Consulting (“Szilaghi Consulting”, “we”, “us”) to its clients. They apply to gambling licensing, corporate formation and administration, tax structuring, compliance, payment introductions and directorship services, and to any other services we provide unless an Engagement Letter states otherwise.

1. Definitions

Client

The legal person engaging us. These terms apply to business clients only and not to consumers.

Engagement Letter

The proposal, quotation, scope of work or engagement letter we issue and you accept, describing the specific services and fees.

Government Fees

Fees payable to a regulator, registry, authority, testing laboratory, registered agent or other third party in connection with your matter.

Deliverables

Documents, policies, applications, opinions, models and other materials we produce for you.

UBO

Ultimate beneficial owner, as defined in applicable anti-money-laundering legislation.

2. Scope and order of precedence

1. These terms apply to every engagement between us and continue to apply to future engagements without needing to be re-agreed.
2. Where there is a conflict, the following order applies: (a) the Engagement Letter; (b) these terms; (c) any other document.
3. Your own purchase terms, procurement conditions or standard terms do not apply, whether or not we have objected to them, unless we have accepted them in writing.
4. These terms are for business clients. If you are contracting as a consumer, tell us before we begin, because different mandatory rules apply and this document is not drafted for that relationship.

3. Our services

1. We provide, as specified in the Engagement Letter:
   • Gambling licensing — jurisdiction assessment, application preparation and filing, regulator correspondence, deficiency responses, renewals and variations.
   • Corporate formation and administration — incorporation, registered office and agent coordination, company secretarial support, statutory filings.
   • Tax structuring — modelling of gaming duty, corporate tax, withholding and cross-border VAT positions, and structural recommendations.
   • Compliance — AML/CFT frameworks, responsible gambling policies, data protection documentation, ongoing reporting calendars and rule-change monitoring where a retainer is in place.
   • Banking and payment introductions — preparation of underwriting files and introductions to banks, EMIs, acquirers and payment providers.
   • Directorship and nominee services — subject to clause 12.
   • Data protection officer services — where separately engaged, performed in accordance with Regulation (EU) 2016/679.
2. We owe an obligation of professional care and skill. We do not owe an obligation of result and do not warrant any projection, forecast or estimated timeline.
3. Written statements we issue are binding on us to the extent stated. Oral statements, including statements by our personnel, are indicative only unless confirmed in writing.
4. Unless a monitoring or compliance retainer is in place, our engagement ends on delivery and we assume no continuing duty to monitor legal, regulatory or factual changes or to notify you of them. Where you want that duty, it is available and is priced separately.

4. Nature of our advice

1. We are a specialist consultancy. We are not a law firm and do not provide regulated legal services, court representation or audit services. Where a matter requires them, we will say so and coordinate qualified local counsel or auditors, whom you engage directly unless agreed otherwise.
2. Our written analyses reflect our professional assessment on the basis of the law, regulatory practice and facts known to us at the date of issue. A court, regulator, tax authority or other body exercising discretion may reach a different conclusion, and we are not liable for that outcome.
3. Deliverables are prepared for you, for the purpose stated, and at the date stated. They may not be relied on by any third party, used for a different purpose, or relied on after a material change in law or facts without our written confirmation.
4. Our advice creates no protective effect in favour of third parties. If a third party brings a claim against us arising from your disclosure of our Deliverables to them, clause 19 governs our liability and you will indemnify us in respect of that claim.

5. No guarantee of regulatory or banking outcomes

1. Licensing decisions are made by regulators exercising discretion. We do not guarantee that a licence will be granted, that it will be granted within any timeframe, or that any particular condition will or will not be imposed.
2. We do not guarantee that a bank, electronic money institution, acquirer or payment provider will open an account or onboard you, or that terms offered will be commercially acceptable. Those parties conduct their own underwriting and their decisions are outside our control.
3. Timelines we give are estimates based on regulator practice at the time. Delays caused by incomplete documentation, regulator backlogs, third-party certification or your response times are not our responsibility.
4. Refusal, delay or withdrawal of an application does not entitle you to a refund of Government Fees, which are paid to third parties and are generally non-refundable, nor to a refund of fees for work already performed.

6. Your obligations

1. You will provide complete, accurate and current information and documentation, and will tell us promptly if anything you have given us changes or turns out to be inaccurate.
2. We are entitled to rely on what you tell us without independent verification, and will only query it where an inaccuracy is apparent on its face. We are not responsible for consequences arising from incomplete or inaccurate information you provide.
3. You will respond to our requests, and to regulator queries we pass on, within the timeframes we indicate. Regulatory deadlines are rarely extendable.
4. You are responsible for your own operations, including the lawfulness of your activity in every market you accept players or customers from, and for geo-blocking markets you are not licensed in.
5. You will notify us of any change in ownership, control, directors, UBOs or corporate structure without delay.

7. Client due diligence, AML and sanctions

1. We are subject to anti-money-laundering and counter-terrorist-financing obligations, including under Romanian Law no. 129/2019 and the applicable European Union framework. We must apply customer due diligence before and during an engagement.
2. You will provide, on request: identification and verification documents for the Client, its directors, shareholders and UBOs; ownership structure charts to natural-person level; evidence of source of funds and source of wealth; and any further information we consider necessary. We may require certified or apostilled copies.
3. We may conduct sanctions, politically-exposed-person and adverse-media screening on you and on connected persons, and repeat it periodically.
4. We may decline to accept an engagement, suspend work, or terminate immediately where due diligence cannot be completed to our satisfaction, where information is withheld or appears unreliable, where a connected person is subject to sanctions, or where we consider continuing would be inconsistent with our obligations. We are not required to give reasons.
5. Where the law requires us to make a report to a competent authority, we will do so. We may be prohibited from informing you that a report has been made or is contemplated, and nothing in these terms requires us to do so.
6. Suspension or termination under this clause does not entitle you to a refund of fees for work performed or of Government Fees already paid.
7. We retain due diligence records for the period required by law, and clause 15 governs how we handle them.

8. Fees

1. Fees are as stated in the Engagement Letter, and are quoted on one of three bases: a fixed fee for a defined scope; a time-based fee at our then-current rates; or a recurring retainer.
2. Where fees are time-based, a day means eight working hours. Part hours are charged in units of one eighth of the daily rate.
3. Fixed fees cover the scope described. Work outside that scope — including additional regulator rounds beyond those assumed, restructuring after a change of ownership, or a change of jurisdiction — is chargeable and will be quoted before it is undertaken.
4. All fees are exclusive of VAT and of any other applicable tax, which is added at the rate in force.
5. We may revise our rates annually on written notice. Revised rates do not apply to a fixed fee already agreed for work in progress.

9. Government fees and disbursements

1. Government Fees are payable by you. Where we pay them on your behalf, you will put us in funds in advance.
2. Funds received for Government Fees are held for the purpose of paying them, are not held on interest-bearing terms, and are applied only to your matter.
3. Once remitted to a regulator, registry, agent or laboratory, Government Fees are subject to that party’s own refund policy. Most are non-refundable, including where an application is refused or withdrawn. We do not underwrite them.
4. Bank charges, currency conversion costs and exchange rate movements on payments made on your behalf are for your account. Where a fee is denominated in a currency other than the one you paid us in, any shortfall is payable on demand.
5. Reasonable disbursements — courier, apostille, legalisation, translation, certification, third-party expert costs and travel agreed in advance — are recharged at cost.

10. Invoicing and payment

1. We may invoice in advance, in stages, or on completion, as stated in the Engagement Letter. Fixed-fee licensing engagements are ordinarily invoiced in stages tied to milestones.
2. Invoices are payable within 14 days of the invoice date unless stated otherwise, in the currency invoiced, without deduction.
3. Late payment attracts interest at the statutory rate applicable to commercial transactions under Romanian law, together with the fixed recovery amount permitted by that legislation, accruing from the due date until payment.
4. If an invoice is overdue we may suspend work on all your matters after written notice. We are not liable for consequences of suspension under this clause, including missed regulatory deadlines.
5. You may not set off any claim against sums due to us, or exercise a right of retention, unless your claim is undisputed or has been established by a final decision.
6. Any dispute about an invoice must be raised in writing within 14 days of its date, specifying the items disputed. Undisputed items remain payable.

11. Subcontractors and third parties

1. We may use employees, associates and subcontracted specialists to perform the services, and remain responsible for the services we have contracted to provide.
2. Where a third party is engaged directly by you — local counsel, auditors, testing laboratories, registered agents, payment providers, platform vendors — we are not responsible for their acts, omissions, fees or timelines, whether or not we introduced them.
3. We will not commit you to a third-party engagement in your name without your prior written approval.
4. We receive no commission from banks, payment providers or other counterparties in connection with introductions unless disclosed to you in writing.

12. Directorship and nominee services

1. Where we provide, or arrange the provision of, directors, officers, shareholders or other corporate officeholders, these terms apply in addition to any separate directorship agreement, which prevails in case of conflict.
2. An individual appointed as a director owes fiduciary and statutory duties to the company. Those duties override your instructions. No arrangement between us obliges an appointed director to act contrary to them, and any instruction to do so will be refused.
3. Nominee arrangements protect confidentiality of ownership within the limits of applicable disclosure law. They do not create economic substance, do not prevent a finding of permanent establishment or tax residence based on where management and control are actually exercised, and do not affect beneficial ownership disclosure obligations. You are responsible for taking your own tax advice on these points.
4. Beneficial ownership will be disclosed to registries, regulators, banks and other parties where the law requires it.
5. You will indemnify us and any person we appoint against all liabilities, penalties, claims and costs arising from the appointment, other than those caused by that person’s own fraud, wilful misconduct or gross negligence.
6. We may resign an appointment on written notice, and immediately where clause 7 or clause 21 applies. You will procure a replacement and complete the filings required to effect it.

13. Intellectual property and work product

1. All Deliverables, together with our templates, methodologies, checklists, models and know-how, are protected under Romanian Law no. 8/1996 on copyright and related rights and remain our property.
2. On payment in full, you receive a non-exclusive, non-transferable licence to use the Deliverables for the purpose for which they were prepared, including filing them with the relevant regulator. Title in bespoke Deliverables passes on payment in full where the Engagement Letter so provides.
3. Until payment in full, you may not use, adapt, file or disclose the Deliverables for any purpose.
4. Nothing transfers our underlying templates, methodologies or know-how, which we remain free to use for other clients.
5. You retain ownership of the materials you supply to us and grant us the licence needed to perform the services.

14. Confidentiality

1. Each party will keep the other’s confidential information confidential and use it only for the engagement. This obligation survives termination.
2. The obligation does not apply to information that is public through no breach, was already lawfully held, is independently developed, or must be disclosed by law, regulation, court order or a competent authority.
3. We may disclose your information to our subcontractors and professional advisers under equivalent obligations, and to regulators, registries, banks and counterparties to the extent necessary to perform the engagement.
4. Clause 7.5 applies where disclosure is prohibited by anti-money-laundering law.

15. Data protection

1. Each party complies with Regulation (EU) 2016/679 and applicable national data protection law.
2. In performing the services we generally act as an independent controller in respect of personal data we process for our own compliance and record-keeping purposes, including due diligence records. Where we process personal data on your instructions and on your behalf, we act as processor and a data processing agreement under Article 28 of the Regulation applies, which we will provide on request.
3. Our processing of personal data of your representatives and connected persons is described in our Privacy Policy.
4. We retain records for the periods required by anti-money-laundering, tax and commercial law, and may retain them after termination for that purpose.
5. Where we act as your external data protection officer, we perform that role in accordance with the Regulation and may replace the individual assigned with an equally qualified person on notice.

16. Conflicts of interest

1. We act for multiple clients in the same sector and in the same markets. Doing so is not, by itself, a conflict.
2. We maintain internal arrangements to keep client information separate and confidential.
3. Where we identify a conflict that prevents us from acting properly for both clients, we will tell the affected clients and may decline or cease to act for one or both.
4. We give no undertaking not to act for your competitors. Where you require an exclusivity or non-competition undertaking in a defined market or product area, it must be agreed in writing and is priced separately.

17. Publicity

1. We will not identify you as a client, or use your name or logo in marketing material, without your prior written consent.
2. Consent may be given in the Engagement Letter or separately, and may be withdrawn on written notice, in which case we will remove the reference from materials under our control within a reasonable period.
3. This clause does not restrict our reference to information already in the public domain, including entries in a regulator’s public register.

18. Non-solicitation

1. During the engagement and for 12 months afterwards, you will not solicit for employment or engagement any of our personnel who worked on your matter, or induce them to leave.
2. This does not restrict general recruitment advertising not targeted at those individuals, or the engagement of a person who responds to it.
3. Breach entitles us to compensation equal to 6 months of the individual’s most recent gross annual remuneration, as a genuine pre-estimate of loss.

19. Liability

1. Nothing in these terms limits liability that cannot be limited by law, including for fraud, wilful misconduct, or death or personal injury caused by negligence.
2. Subject to clause 19.1, our total aggregate liability arising from an engagement, whether in contract, tort or otherwise, is limited to the total fees paid by you to us under that engagement, excluding Government Fees and disbursements.
3. We are not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, regulatory fines imposed on you, or the cost of a refused application.
4. All claims arising from one engagement, by whomever brought, count as a single event for the purposes of the cap.
5. Where you require cover beyond the cap, tell us before the engagement begins. We will seek additional insurance where available and you will bear the cost.
6. You bear the risk in original documents in transit to and from us, including where we arrange the courier. We may, but need not, insure them.
7. Claims must be notified in writing within 2 years of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to them, and are otherwise excluded.

20. Term, suspension and termination

1. The engagement runs for the term stated in the Engagement Letter or until the services are complete.
2. Either party may terminate an open-ended engagement on 30 days’ written notice. A fixed-term engagement may not be terminated for convenience before its term expires, but may be terminated for cause.
3. We may terminate or suspend immediately on written notice where: fees are overdue; clause 7 applies; you instruct us to act in a way we consider unlawful or contrary to clause 21; you provide materially false information; or you become insolvent.
4. On termination you pay for all work performed to that date, all Government Fees and disbursements incurred or committed, and any non-cancellable third-party commitments.
5. Termination does not entitle you to a refund of Government Fees.
6. On termination and subject to payment in full, we will hand over documents belonging to you. We may retain copies as required by law and may retain our own working papers.
7. Clauses 13, 14, 15, 18, 19, 23 and any other clause intended to survive continue in force.

21. Lawful purpose and anti-bribery

1. You confirm that your business is lawful in the jurisdictions in which it operates and that our services are not sought for the purpose of concealing the proceeds of crime, evading tax unlawfully, circumventing sanctions, or misleading a regulator.
2. Neither party will offer, promise or give any payment or advantage to a public official or any other person in order to obtain an improper advantage. We do not make facilitation payments and will not do so on your behalf.
3. Any request or instruction inconsistent with this clause will be refused, and entitles us to terminate immediately under clause 20.3.

22. General provisions

1. Force majeure. Neither party is liable for delay or failure caused by an event beyond its reasonable control, including regulator closure, systems failure, civil disruption or measures imposed by a public authority. Payment obligations are not suspended.
2. Assignment. You may not assign or transfer the engagement without our written consent. We may assign to a successor to our business.
3. Entire agreement. The Engagement Letter and these terms are the entire agreement and supersede prior discussions. Neither party relies on any statement not set out in them, other than a fraudulent one.
4. Variation. Variations must be in writing and signed or confirmed by email by an authorised representative of each party.
5. Notices. Notices are given in writing to the addresses in the Engagement Letter. Email is sufficient except for notices of termination or of a claim, which must also be sent by courier or registered post.
6. Electronic execution. The parties accept electronic signature and email confirmation as binding.
7. Severability. If a provision is invalid, the rest remains in force and the invalid provision is replaced by one that comes closest to its commercial purpose.
8. No partnership. Nothing creates a partnership, joint venture, agency or employment relationship.
9. Third parties. No person other than the parties acquires any right under these terms.
10. Complaints. Complaints should be sent to legal@szilaghi.com. We acknowledge within 5 business days and respond substantively within 20 business days.

23. Governing law, jurisdiction and language

1. These terms and any engagement, including non-contractual obligations arising from them, are governed by Romanian law.
2. [OPTION A — COURTS] The courts of Bucharest, Romania have exclusive jurisdiction over any dispute.
3. [OPTION B — ARBITRATION] Any dispute is finally settled under the Rules of Arbitration of International Commercial Arbitration Court by 1arbitrator. The language is English.
4. These terms are published in English.

24. Changes to these terms

1. We may amend these terms. The version in force at the date an Engagement Letter is accepted governs that engagement.
2. For recurring and retainer engagements, we give 30 days’ written notice of a change. If you object in writing within that period, the engagement continues on the previous terms until its next renewal date.
3. The current version, its effective date and previous versions are published at this page.