Terms & Conditions

1. Introduction

These Terms and Conditions (the "Terms") govern your access to and use of the website at uaconsulting.eu (the "Website") and, unless otherwise agreed in a separate written Engagement, any consulting, advisory, informational, or related services that may be separately agreed with us (the "Services"), operated by UA Consulting LLC, a limited liability company established under the laws of Ukraine ("we", "us", "our", or the "Company").

The Website is provided for informational and introductory purposes only. It describes the general nature of our expertise, service lines, areas of work, and professional approach. Nothing on the Website constitutes an offer, binding proposal, acceptance, promise, warranty, professional advice, or undertaking to provide Services on any specific terms.

No consulting, advisory, contractual, fiduciary, professional, or other relationship is created merely by accessing the Website, reading Website Content, submitting an enquiry, completing a contact form, sending us a message, participating in preliminary discussions, or receiving a response from us. No obligation to provide or purchase Services arises unless and until both parties expressly enter into a separate written Engagement.

These Terms, and the provision of any Services, are governed by the laws of Ukraine, as further set out in Section 23. The Ukrainian legal framework relevant to the Website and the Services includes, among others, the Civil Code of Ukraine, the Law of Ukraine "On Electronic Commerce", the Law of Ukraine "On Protection of Consumer Rights", and the Law of Ukraine "On Personal Data Protection". Where you interact with us as a resident of the European Union, applicable EU legislation may additionally apply in particular in relation to data protection and mandatory consumer-protection rules. References to any legal framework in these Terms do not limit or exclude any mandatory rights or obligations that cannot lawfully be limited or excluded.

2. Definitions

• "Applicable Law" means the laws, regulations, and mandatory rules applicable to the Website, the Services, or a party.

• "Business User" means any client acting for purposes related to its trade, business, profession, or the interests of a legal entity.

• "Consumer" means a natural person acting for purposes outside their trade, business, craft, or profession.

• "Website Content" means all text, graphics, design, data, and materials made available on or through the Website.

• "Client Materials" means information, data, and documents that you provide to us.

• "Deliverables" means reports, analyses, presentations, memoranda, or other materials we prepare for you under an Engagement.

• "Engagement" means a specific, separately agreed provision of Services under an individual written agreement, proposal, statement of work, order confirmation, or email confirmation accepted by both parties.

3. Acceptance of Terms

By accessing or using the Website, you confirm that you have read, understood, and agree to these Terms. Please also review our [Privacy Policy], which explains how we collect, use, and protect personal data. If you do not agree to these Terms, you must not access or use the Website.

4. Business Users and Consumers

The Website and the Services are primarily intended for Business Users companies, investors, owners, management, and organisations. These Terms are drafted accordingly.

If you are a Consumer, mandatory consumer protection rights under Applicable Law continue to apply, and nothing in these Terms limits or excludes those rights.

If you access or use the Website or Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and "you" refers to both you and that entity.

5. Website Content Disclaimer

Website Content is provided for general informational purposes only. It is intended to describe the Company, its areas of expertise, service lines, professional approach, and general business context.

Website Content is not an offer, solicitation, recommendation, representation, warranty, or commitment by us to enter into any Engagement or to provide any Service.

Website Content does not constitute legal, tax, accounting, financial, investment, immigration, regulatory, or other professional advice, and must not be relied upon as a substitute for advice tailored to your specific circumstances. You should not act, or refrain from acting, on the basis of Website Content without obtaining appropriate professional advice.

6. No Regulated Professional Advice

We are not a law firm, audit firm, tax adviser, investment firm, financial institution, or regulated immigration adviser, unless expressly stated otherwise in a specific Engagement and permitted by Applicable Law. Any information relating to legal, tax, accounting, audit, regulatory, financial, investment, or immigration matters is provided for general business context only and should be verified with appropriately qualified and, where required, licensed professionals.

7. Engagements and Order of Precedence

All specific terms of cooperation including the scope of work, deliverables, assumptions, responsibilities, timelines, fees, payment terms, limitations, and exclusions are agreed separately in a written Engagement between you and us.

Any enquiry, discussion, meeting, call, email exchange, proposal, presentation, estimate, or description of possible Services is preliminary and non-binding unless expressly stated otherwise in a written Engagement accepted by both parties. No Services are deemed agreed, commenced, or binding, and no obligation to provide or purchase Services arises, unless and until an Engagement has been expressly accepted by both parties in writing.

No obligation to accept. We are under no obligation to accept any request, enquiry, proposed project, client, mandate, or Engagement. We may decline, suspend, or discontinue discussions, or refuse to enter into an Engagement, at our sole discretion. No liability arises from our decision not to accept or proceed with any proposed Engagement.

If any Engagement conflicts with these Terms, the Engagement shall prevail in relation to the Services covered by it, unless the Engagement expressly states otherwise.

8. Client Responsibilities

To enable us to perform the Services, and in relation to any recommendations we provide, you agree that:

• you will provide accurate, complete, and timely Client Materials and instructions;

• you have the right to share any Client Materials, and will not provide confidential information of third parties without authorisation;

• you remain solely responsible for evaluating, accepting, rejecting, and implementing any recommendations, and for all management, commercial, operational, legal, tax, financial, and investment decisions;

• you are responsible for verifying legal, tax, accounting, and regulatory matters with appropriately qualified advisers;

• you will comply with all laws applicable to you.

We are not responsible or liable for any delay, error, loss, or unsuitable outcome arising from incomplete, inaccurate, misleading, or late Client Materials, or from your failure to follow our recommendations or Applicable Law.

9. Fees and Payment

Fees, invoicing, applicable taxes (including VAT where relevant), bank and currency-conversion charges, and late-payment terms are set out in the relevant Engagement.

For Business Users, fees are non-refundable except as expressly stated in the relevant Engagement or required by Applicable Law.

10. Consumer Withdrawal Rights (where applicable)

Where you contract with us as a Consumer at a distance, you may have a statutory right to withdraw within 14 days under the Law of Ukraine "On Protection of Consumer Rights" and, where you reside in the European Union, under Directive 2011/83/EU and the corresponding law of your country of residence. Where you expressly request that we begin providing Services before the end of that period:

• you will be liable, on a proportionate basis, for Services actually performed up to the point of withdrawal; and

• you acknowledge that, where the Services are fully performed with your prior express consent and acknowledgement, the right of withdrawal may be lost to the extent permitted by Applicable Law.

11. Intellectual Property and Deliverables

1. All intellectual property rights in the Website and Website Content are and remain the exclusive property of the Company or its licensors and are protected under Applicable Law.

2. All pre-existing materials, methodologies, know-how, frameworks, and tools used by us remain our exclusive property.

3. Client Materials remain your property.

4. Subject to full payment, you are granted a non-exclusive, non-transferable, revocable licence to use Deliverablesinternally, solely for the purpose set out in the relevant Engagement.

5. Deliverables may not be resold, published, distributed, or disclosed to third parties without our prior written consent.

12. Third-Party Reliance

Our Deliverables are prepared solely for you and for the purpose stated in the relevant Engagement. No third party may rely on them, and we accept no responsibility or liability to any third party, without our prior written consent.

13. Confidentiality

Each party shall keep confidential any non-public information disclosed by the other and use it only to perform or receive the Services. This obligation does not apply to information that: is or becomes public through no breach; was already lawfully known; was independently developed; was lawfully received from a third party; or must be disclosed by law, court, regulator, or competent authority.

Each party may disclose confidential information to its employees, contractors, affiliates, insurers, and professional advisers who need to know it for the Engagement and are bound by equivalent confidentiality obligations. This Section survives termination.

14. Data Protection

We process personal data in accordance with Regulation (EU) 2016/679 (GDPR), the Law of Ukraine "On Personal Data Protection" (No. 2297-VI), and other applicable data protection law. Details of how we collect, use, store, and protect personal data, and of your rights, are set out in our [Privacy Policy].

15. Acceptable Use

You agree that you will not:

• use the Website or Services for any unlawful, fraudulent, or unauthorised purpose;

• infringe our or any third party's intellectual property, privacy, or other rights;

• upload or transmit malware or harmful code, or attempt to gain unauthorised access to the Website or its systems;

• use automated systems, bots, crawlers, scraping tools, data mining, or text-and-data-extraction methods to access or copy Website Content without our prior written consent;

• copy, reproduce, resell, or commercially exploit Website Content without our prior written consent;

• interfere with the proper functioning, security, or availability of the Website.

We may suspend or terminate your access to the Website for any breach of these Terms, without prior notice and without liability.

16. Third-Party Links and Materials

The Website may contain links to third-party websites or resources, provided for convenience only. We do not control, endorse, or assume responsibility for the content, accuracy, availability, or practices of any third party, and we are not responsible for any decisions you make based on third-party materials. Your use of them is at your own risk.

17. No Warranties and No Guaranteed Outcomes

To the maximum extent permitted by Applicable Law, the Website and Website Content are provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory.

Services are provided in accordance with the relevant Engagement, based on the information available to us, the Client Materials provided by you, and our professional judgement at the time of performance. We do not guarantee any particular result and, in particular, do not guarantee any licence, permit, financing, investment, transaction, market-entry approval, public-authority decision, grant, tender result, commercial contract, partner acceptance, investor decision, or business outcome.

Nothing in this Section affects mandatory statutory rights that cannot be excluded, including those of Consumers.

18. Limitation of Liability

To the fullest extent permitted by Applicable Law:

1. We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, business, goodwill, opportunity, data, or anticipated savings, whether based in contract, tort (including negligence), statute, or otherwise, even if advised of the possibility of such damages.

2. Any liability relating to specific Services shall be determined in accordance with the relevant Engagement and these Terms. Our total aggregate liability for any Engagement shall not exceed the total amount actually paid by you to us for the specific Services giving rise to the claim during the twelve (12) months preceding the event giving rise to liability.

3. Any liability relating solely to your access to or use of the Website or Website Content shall be limited to the minimum amount permitted by Applicable Law.

4. We shall not be liable for any reliance placed on preliminary discussions, general communications, proposals, estimates, presentations, or non-binding descriptions of possible Services, unless and to the extent expressly incorporated into a written Engagement accepted by both parties.

5. We shall not be liable for loss or damage caused by circumstances beyond our reasonable control, by your acts or omissions, by third parties, by decisions of any authority, or by changes in law, policy, or administrative practice.

6. Nothing in these Terms excludes or limits our liability where such exclusion or limitation is prohibited by Applicable Law, including liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct, or for any mandatory rights of Consumers that cannot lawfully be excluded.

19. Indemnity

To the extent permitted by Applicable Law, you agree to compensate us and hold us harmless from and against any claims, liabilities, losses, damages, costs, and reasonable legal expenses arising out of or connected with your breach of these Terms, your misuse of the Website or Services, your violation of any law or third-party right, or the inaccuracy of Client Materials — except to the extent caused by our own breach, gross negligence, or wilful misconduct.

20. Sanctions, Anti-Corruption, and Compliance

You represent and warrant that neither you nor, where applicable, your beneficial owners, directors, officers, affiliates, or representatives are subject to applicable sanctions, and that you will not use the Website or Services for or in connection with bribery, corruption, money laundering, sanctions evasion, terrorist financing, fraud, or any other unlawful activity. We may decline, suspend, refuse, or terminate any discussion, request, proposed Engagement, or existing Engagement where legal, regulatory, sanctions, anti-corruption, anti-money-laundering, conflict-of-interest, reputational, capacity, commercial, or other compliance concerns arise, without liability, subject to any mandatory obligations under Applicable Law and any already concluded Engagement.

21. Force Majeure

We shall not be liable for any failure or delay in performing our obligations where it results from a circumstance beyond our reasonable control, including war, armed conflict, invasion, hostilities, mobilisation, martial law, acts of terrorism, civil unrest, cyber-attacks, power or telecommunications failure, epidemic or pandemic, natural disaster, strike, embargo, sanctions, or any act, decision, or restriction of any government or public authority. Force majeure does not excuse any obligation to pay for Services already performed.

22. Suspension and Termination

We may suspend, restrict, or terminate access to the Website at any time, with or without cause, and without liability.

Any suspension or termination of an Engagement shall be governed by the relevant Engagement or, if no such terms are agreed, by Applicable Law and these Terms.

Provisions that by their nature should survive termination including Sections 11, 12, 13, 17, 18, 19, and 23 shall survive.

23. Governing Law and Courts

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes), shall be governed by and construed in accordance with the laws of Ukraine, without prejudice to any mandatory consumer-protection rules of the country in which a Consumer resides.

The parties shall attempt to resolve any dispute amicably through good-faith negotiation. Failing that, the dispute shall be submitted to the competent courts of Ukraine at the location of the Company's registered seat, except where mandatory law grants a Consumer the right to bring proceedings in the courts of their place of residence.

Consumers may also have access to competent national consumer-protection authorities and to alternative dispute resolution bodies in accordance with Applicable Law in Ukraine, the authorised state consumer-protection body, and, for Consumers resident in the European Union, the European Consumer Centres Network (ECC-Net) and other competent national bodies.

24. Changes to These Terms

We may amend these Terms at any time. The updated version will be posted on the Website with a revised "Last updated" date and takes effect upon publication. Your continued use of the Website after changes take effect constitutes acceptance of the amended Terms. Changes will not retroactively affect any Engagement already concluded, unless required by law or agreed by the parties.

25. General Provisions

• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be replaced by a valid one most closely reflecting its intent.

• No waiver. Our failure to enforce any provision is not a waiver of it or any other provision.

• Assignment. You may not assign your rights or obligations without our prior written consent. We may assign ours to any successor.

• Entire agreement. These Terms and any applicable Engagement constitute the entire agreement between you and us regarding the Website and Services and supersede any prior understandings. Our [Privacy Policy] applies as a notice regarding personal data and does not form part of any contract.

• Language. These Terms are drafted in English. Any translation is for convenience only; in case of conflict, the English version prevails unless mandatory law requires otherwise.

26. Contact

UA Consulting LLC Email: info@uaconsulting.eu Website: https://uaconsulting.eu