Terms of Cooperation
1. General Provisions
These Terms of Cooperation (hereinafter: the “Terms”) govern the legal relationship between Company in Lithuania UAB (hereinafter: the “Company”, “we”, or “us”) and any person or entity that engages the Company for the provision of services (hereinafter: the “Client”). The Company is a private limited liability company incorporated in the Republic of Lithuania under registration number 304377400, with its registered address at Lvovo g. 25–104, Vilnius, 09320, Lithuania.
By entering into a service agreement or engagement letter with the Company, or by instructing the Company to commence services, the Client accepts these Terms in full. These Terms apply to all services provided by the Company unless expressly varied in writing by a separate agreement signed by an authorised representative of the Company.
1.1 Services
The Company provides professional services in the following areas: company incorporation and registration; corporate services (including registered address, bank account opening assistance, director services, and shareholder administration); accounting and bookkeeping; tax compliance and advisory; payroll services; legal advisory; immigration services; compliance and AML advisory; financial licensing advisory; and recruitment services. The specific services to be provided in any engagement are agreed in an engagement letter or service agreement (hereinafter collectively: the “Engagement Letter”) issued by the Company to the Client.
1.2 Hierarchy of Documents
In the event of any inconsistency between these Terms and an Engagement Letter, the terms of the Engagement Letter prevail to the extent of the inconsistency. These Terms apply to all matters not specifically addressed in the Engagement Letter.
1.3 Amendments to These Terms
The Company reserves the right to amend these Terms from time to time. Amendments will be published on the Company’s website at www.companyinlithuania.com and will take effect thirty (30) days after publication. The Client’s continued use of the Company’s services following the publication of an amendment constitutes acceptance of the amended Terms. Where an amendment materially affects an existing ongoing engagement, the Company will provide direct written notice to the affected Client.
2. Commencement of Engagement and Client Instructions
2.1 Commencement of Services
Services commence when: (a) the Client and the Company have signed an Engagement Letter; or (b) the Company has issued an Engagement Letter and the Client has confirmed acceptance in writing; or (c) where the Company has commenced services at the Client’s express oral or written request and an Engagement Letter has not yet been issued, in which case these Terms apply from the date services first commenced. The Company is not obliged to commence services before the completion of its client due diligence process under Section 9 of these Terms.
2.2 Authorised Representatives
The Client must designate at least one authorised representative who is entitled to give instructions to the Company on the Client’s behalf. The Company is entitled to act on instructions given by the Client’s authorised representative without further verification, unless the Company has been expressly notified in writing of a change in the authorised representatives or of any limitation on their authority.
2.3 Written Instructions
The Company strongly recommends that all material instructions be given in writing — by email, letter, or through any document management platform agreed with the Company. Where oral instructions are given, the Company may request written confirmation before acting on them. The Company is not liable for errors arising from unclear or ambiguous oral instructions where the Client has declined to confirm them in writing.
2.4 Timely Provision of Information
The quality and timeliness of the Company’s services is dependent on the Client’s prompt provision of accurate and complete information and documentation. The Client undertakes to provide all information and documentation requested by the Company within the timeframe specified by the Company — or, where no timeframe is specified, within five (5) business days of the request. The Company is not liable for any delay, error, or omission in the services caused by the Client’s failure to provide information or documentation on time or in the required format.
2.5 Client’s Responsibility for Information Accuracy
The Client is responsible for the accuracy, completeness, and legality of all information and documentation provided to the Company. The Company is entitled to rely on information and documentation provided by the Client without independent verification unless expressly agreed otherwise. Where the Company discovers that information provided by the Client is inaccurate or incomplete, it will notify the Client and may suspend the relevant services until the accurate information is provided.
3. Fees, Invoicing, and Payment
3.1 Fee Basis
The Company’s fees for services are set out in the Engagement Letter. Unless otherwise specified in the Engagement Letter, all fees are: quoted and invoiced in euros (EUR); exclusive of Lithuanian VAT (PVM), which is added to the invoice at the applicable rate where the Company is registered for VAT and the transaction is subject to VAT; and exclusive of disbursements and out-of-pocket expenses, which are charged to the Client at cost.
3.2 Fixed Fees
Where the Engagement Letter specifies a fixed fee for a defined scope of services, the fixed fee is payable in full regardless of the actual time spent by the Company on the engagement, provided the scope of services has not materially changed from that agreed in the Engagement Letter. Where the Client requests services beyond the agreed scope, additional fees will be agreed in writing before the additional services are commenced.
3.3 Monthly Retainer Fees
Where services are provided on a monthly retainer basis, the retainer fee is payable in advance on or before the first day of each calendar month to which it relates, unless the Engagement Letter specifies a different payment date. The retainer fee covers the services specified in the Engagement Letter. Services exceeding the scope of the retainer are charged at the applicable additional rates.
3.4 Disbursements and Third-Party Costs
Disbursements and third-party costs incurred by the Company on the Client’s behalf — including government fees, notarial fees, court fees, translation costs, courier charges, and similar out-of-pocket expenses — are charged to the Client at cost, without mark-up, unless otherwise agreed. The Company will seek the Client’s prior approval before incurring any single disbursement exceeding €200.
3.5 Invoicing
The Company issues invoices to the Client by email to the email address specified in the Engagement Letter or subsequently notified in writing. Invoices are issued: (a) for fixed-fee engagements, on completion of the relevant service or at the milestones specified in the Engagement Letter; (b) for monthly retainer engagements, at the start of each month; and (c) for time-based engagements, monthly in arrears or at the completion of the engagement. All invoices are payable within fourteen (14) calendar days of the invoice date, unless the Engagement Letter specifies a different payment period.
3.6 Late Payment
Where an invoice is not paid by the due date, the Company reserves the right to: (a) charge late payment interest at the rate of 0.05% per day on the outstanding amount from the due date until the date of actual payment; (b) suspend the provision of services to the Client until all outstanding invoices are paid; and (c) terminate the engagement in accordance with Section 11 of these Terms. The Company’s right to charge late payment interest is without prejudice to its right to recover the principal amount due and any reasonable costs of collection.
3.7 Disputed Invoices
Where the Client disputes an invoice, the Client must notify the Company in writing within seven (7) calendar days of the invoice date, specifying the nature and amount of the dispute. The undisputed portion of the invoice remains payable by the original due date. The parties will seek to resolve the dispute in good faith. If the dispute is not resolved within thirty (30) days of the Client’s notification, either party may refer it to the complaint handling procedure set out in the Company’s Complaint Handling Policy.
3.8 VAT and Taxes
Where Lithuanian VAT applies to the services provided, it is added to the invoice at the applicable rate. The Client is responsible for any taxes payable in the Client’s own jurisdiction in connection with the services received. The Company is not responsible for advising on the Client’s tax obligations in relation to the receipt of the Company’s services unless such advice has been expressly agreed as part of the engagement.
4. Service Delivery and Professional Standards
4.1 Standard of Services
The Company undertakes to provide its services with reasonable skill, care, and diligence, consistent with the standard expected of a competent professional services firm in the Republic of Lithuania. The Company does not guarantee any particular outcome unless a specific outcome is expressly warranted in the Engagement Letter.
4.2 Timeframes
Where the Engagement Letter specifies delivery timeframes, the Company will use reasonable endeavours to meet them. Timeframes are indicative unless expressly stated to be binding obligations in the Engagement Letter. The Company will notify the Client promptly where it anticipates a delay in delivery and will provide a revised expected delivery date.
4.3 Advice and Opinions
All advice and opinions provided by the Company are based on the law and regulatory requirements of the Republic of Lithuania as in force at the time the advice is given. The Company does not undertake to update advice given in the past in response to subsequent changes in law or regulation unless expressly instructed to do so as part of an ongoing engagement. The Client is responsible for informing the Company of any changes in its circumstances that may affect the advice previously given.
4.4 Lithuanian Law — Scope of Advice
Unless expressly agreed otherwise in the Engagement Letter, the Company provides advice exclusively on Lithuanian law and Lithuanian regulatory requirements. The Company does not provide advice on the laws of any other jurisdiction. Where a matter involves the law of another jurisdiction, the Client is responsible for obtaining appropriate legal or professional advice in that jurisdiction. The Company may, at the Client’s request and at the Client’s cost, assist in identifying and instructing professionals in other jurisdictions, without assuming responsibility for the advice they provide.
4.5 Reliance on Third-Party Information
Where the Company relies on information provided by third parties — including government authorities, public registers, banks, or other professional advisers — in the course of providing services, it does so in good faith. The Company is not liable for inaccuracies in third-party information of which it is not aware and which it could not reasonably have detected.
5. Confidentiality
5.1 Company’s Confidentiality Obligations
The Company treats all information received from the Client in the course of an engagement as confidential. The Company will not disclose such information to third parties without the Client’s prior written consent, except: (a) to the extent required by applicable law, by a court of competent jurisdiction, or by a regulatory or supervisory authority; (b) to professional advisers engaged by the Company for the purpose of the engagement, who are themselves bound by confidentiality obligations; (c) where the information is already in the public domain through no fault of the Company; or (d) to the extent necessary to comply with the Company’s AML/CTF obligations under the Law on the Prevention of Money Laundering and Terrorist Financing.
5.2 Client’s Confidentiality Obligations
The Client undertakes to keep confidential any information provided by the Company that is marked as confidential or that is by its nature confidential — including the Company’s internal procedures, pricing arrangements, and unpublished methodologies. This obligation survives termination of the engagement.
5.3 Reference and Publicity
The Company may refer to the fact that it has provided services to the Client as a reference in its marketing materials, subject to the Client’s prior written consent. The Company will not disclose the specific nature or terms of the engagement without the Client’s consent.
6. Intellectual Property
6.1 Ownership of Work Product
All documents, reports, templates, analyses, software, systems, methods, and other materials created by the Company in the course of providing services (hereinafter: “Work Product”) are, unless otherwise agreed in writing, the intellectual property of the Company until full payment of all fees relating to that Work Product has been received. Upon receipt of full payment, the Company grants the Client a non-exclusive, perpetual licence to use the Work Product for the purposes for which it was created.
6.2 Pre-Existing Materials
Any methodologies, templates, databases, or other materials developed by the Company prior to or independently of the engagement (hereinafter: “Background Materials”) remain the property of the Company at all times. Where Background Materials are incorporated into Work Product, the Client receives a licence to use the Work Product for its intended purpose but does not acquire any rights in the Background Materials themselves.
6.3 Third-Party Materials
Where the Company incorporates third-party materials — including publicly available legal texts, court decisions, or other publicly licensed content — into Work Product, it does so in compliance with the applicable licence terms. The Company will notify the Client where Work Product contains third-party materials that are subject to usage restrictions.
7. Liability and Limitation of Liability
7.1 General Liability
The Company is liable to the Client for losses directly caused by the Company’s breach of its obligations under these Terms or under an Engagement Letter, including losses caused by the Company’s negligence. The Company’s liability does not extend to indirect, consequential, or incidental losses, or to loss of profit, loss of revenue, or loss of business opportunity, whether or not such losses were foreseeable at the time of the breach.
7.2 Limitation of Liability
Unless otherwise expressly agreed in the Engagement Letter and subject to Section 7.3 of these Terms, the Company’s aggregate liability to the Client in connection with any engagement is limited to the lesser of: (a) the total fees paid by the Client to the Company under the relevant Engagement Letter in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) €50,000 (fifty thousand euros). This limitation applies to all claims arising from or in connection with the relevant engagement, whether in contract, tort, or otherwise.
7.3 Exclusions from Limitation
The limitation of liability in Section 7.2 does not apply to liability arising from: (a) fraud or wilful misconduct by the Company or its directors, employees, or agents; (b) death or personal injury caused by the Company’s negligence; or (c) any other liability that cannot be excluded or limited under applicable Lithuanian law.
7.4 Client’s Obligation to Mitigate
The Client has a duty to take reasonable steps to mitigate its loss upon becoming aware of any breach by the Company. The Company is not liable for losses that the Client could have avoided or reduced by taking reasonable mitigating action.
7.5 Third-Party Advisers
Where the Company engages third-party professionals — including lawyers, auditors, or specialist advisers in other jurisdictions — on the Client’s behalf, the Company does so as agent of the Client. The Company is not responsible for the acts, omissions, or advice of such third-party professionals and any engagement with them is subject to the terms and conditions of the relevant third party.
7.6 Force Majeure
The Company is not liable for any failure or delay in the performance of its obligations under these Terms or any Engagement Letter where such failure or delay is caused by circumstances beyond the Company’s reasonable control, including acts of God, natural disasters, war, civil disorder, government action, changes in law, cyberattacks, or failure of third-party systems or infrastructure. The Company will notify the Client of any force majeure event and will resume performance as soon as practicable after the circumstances giving rise to the force majeure have ceased.
8. Data Protection
8.1 Processing of Personal Data
The Company processes personal data provided by or on behalf of the Client in accordance with the EU General Data Protection Regulation (Regulation (EU) 2016/679 — GDPR) and the Law of the Republic of Lithuania on Legal Protection of Personal Data. The Company’s Privacy Policy, which sets out the details of all personal data processing activities, is available on the Company’s website at www.companyinlithuania.com.
8.2 Client as Data Controller
Where the Client provides the Company with personal data relating to third parties — including employees, directors, shareholders, or counterparties of the Client — for the purpose of the engagement, the Client warrants that: (a) it has a lawful basis for providing such personal data to the Company; (b) the relevant individuals have been informed of the disclosure in accordance with Articles 13–14 of the GDPR; and (c) the personal data provided is accurate and current.
8.3 Data Processing Agreement
Where the Company processes personal data on behalf of the Client as a data processor within the meaning of Article 28 of the GDPR, the parties will enter into a Data Processing Agreement (DPA) in the form attached to or referenced in the Engagement Letter. In the absence of a separate DPA, the relevant provisions of these Terms constitute the data processing agreement between the parties.
9. Client Due Diligence and Regulatory Obligations
9.1 AML/CTF Obligations
As an obliged entity under the Law of the Republic of Lithuania on the Prevention of Money Laundering and Terrorist Financing (PPTFPĮ), the Company is required to perform customer due diligence (CDD) before establishing any business relationship and to conduct ongoing monitoring of all business relationships. The Client is required to cooperate fully with the Company’s CDD process and to provide all identification and verification documentation requested by the Company.
9.2 Required Documentation
The Company may require the Client, its directors, shareholders, beneficial owners, and authorised representatives to provide: proof of identity (passport, national identity card, or equivalent); proof of address; details of the Client’s business activities and source of funds; corporate documents (articles of association, register extracts, shareholders’ register); and any other documentation required to satisfy the Company’s CDD obligations. The Company reserves the right to request updated or additional documentation at any time during the engagement.
9.3 Right to Decline or Terminate
The Company reserves the right to decline to commence services or to terminate an existing engagement where: (a) the Client fails to provide the documentation required for CDD within the timeframe specified by the Company; (b) the CDD process reveals information that prevents the Company from acting for the Client under applicable law or the Company’s own policies; (c) the Company forms a suspicion that the Client or any connected person is involved in money laundering or terrorist financing; or (d) the Company determines that proceeding with the engagement would place it in breach of applicable law or professional obligations.
9.4 Suspicious Transaction Reporting
The Company is required by law to report suspicious transactions and activities to the Financial Crime Investigation Service (FNTT) and is prohibited from informing the Client that such a report has been or may be made. Nothing in these Terms obliges or permits the Company to make a disclosure that would constitute a tipping-off offence under the PPTFPĮ.
10. Conflicts of Interest
The Company manages conflicts of interest in accordance with its Conflicts of Interest Policy, a copy of which is available on the Company’s website and on request. Where a conflict of interest arises in connection with a Client engagement, the Company will notify the Client and will implement the appropriate management measures in accordance with the Policy. Where a conflict cannot be managed adequately, the Company may decline or withdraw from the relevant engagement.
11. Term and Termination
11.1 Duration
These Terms remain in force for the duration of each engagement between the Company and the Client. They apply to all services provided by the Company to the Client, whether under a single engagement or multiple engagements, unless expressly superseded by a written agreement signed by both parties.
11.2 Termination by the Client
The Client may terminate an engagement at any time by providing written notice to the Company. The notice period is: (a) as specified in the Engagement Letter; or (b) in the absence of a specified notice period, thirty (30) calendar days. On termination by the Client, the Client remains liable for all fees for services rendered up to the effective date of termination and for all disbursements incurred or committed prior to that date.
11.3 Termination by the Company
The Company may terminate an engagement in the following circumstances:
- For convenience, on thirty (30) calendar days’ written notice to the Client, unless a shorter or longer period is specified in the Engagement Letter;
- With immediate effect, where the Client has failed to pay any undisputed invoice within thirty (30) days of the due date, after written notice of the outstanding payment;
- With immediate effect, where the Client has breached any material provision of these Terms or the Engagement Letter and has failed to remedy the breach within fourteen (14) days of written notice from the Company;
- With immediate effect, where the Company is required by law or by its professional obligations to cease acting for the Client — including, without limitation, where the Company is unable to complete its AML/CTF due diligence obligations or where it forms a suspicion of money laundering or terrorist financing;
- With immediate effect, where the Client has provided the Company with materially false, misleading, or fraudulent information.
11.4 Consequences of Termination
On termination of an engagement for any reason: (a) the Client must pay all outstanding fees and disbursements within fourteen (14) days of the effective date of termination; (b) each party must return or destroy the other party’s confidential information on request, subject to any legal or regulatory retention obligations; (c) the Company will provide the Client with a handover of all Client documents and information held by the Company in connection with the engagement; and (d) the provisions of these Terms that by their nature survive termination — including confidentiality, data protection, intellectual property, liability, and governing law provisions — continue to apply.
12. Complaints
Complaints about the Company’s services are handled in accordance with the Company’s Complaint Handling Policy, a copy of which is available on the Company’s website at www.companyinlithuania.com and on request. Complaints may be submitted by email to [email protected]. The Company will acknowledge all complaints within two (2) business days and will aim to resolve them within twenty (20) business days.
13. Governing Law and Dispute Resolution
13.1 Governing Law
These Terms and all Engagement Letters, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the law of the Republic of Lithuania.
13.2 Dispute Resolution — Negotiation
In the event of any dispute arising out of or in connection with these Terms or any Engagement Letter, the parties will first seek to resolve the dispute through good-faith negotiation. Either party may initiate negotiation by giving written notice to the other party describing the nature of the dispute and the resolution sought. The parties will negotiate in good faith for a period of thirty (30) days from the date of such notice — or such longer period as they may agree — before either party commences formal dispute resolution proceedings.
13.3 Dispute Resolution — Mediation
Where a dispute has not been resolved through negotiation within the period specified in Section 13.2, either party may propose that the dispute be referred to mediation. Mediation will be conducted in accordance with the rules of the Lithuanian Mediation Centre or another mutually agreed mediation institution, unless either party considers that the nature of the dispute makes mediation inappropriate. Participation in mediation is voluntary and without prejudice to either party’s right to pursue formal legal proceedings.
13.4 Jurisdiction
Subject to Section 13.2 and Section 13.3, any dispute arising out of or in connection with these Terms or any Engagement Letter that cannot be resolved through negotiation or mediation shall be subject to the exclusive jurisdiction of the competent courts of the Republic of Lithuania, with the Vilnius court having jurisdiction for disputes meeting its applicable thresholds.
13.5 Consumer Clients
Where the Client is a consumer — a natural person acting outside the scope of their business or professional activities — the Client retains all rights granted by applicable EU and Lithuanian consumer protection law, including the right to submit a complaint to the State Consumer Rights Protection Authority (Valstybinė vartotojų teisių apsaugos tarnyba — VVTAT) at www.vvtat.lt. Nothing in these Terms limits or excludes any right that the Client has as a consumer under mandatory applicable law.
14. General Provisions
14.1 Entire Agreement
These Terms, together with any Engagement Letter and any documents incorporated by reference, constitute the entire agreement between the Company and the Client with respect to the subject matter of the engagement and supersede all prior representations, agreements, and understandings between the parties relating to that subject matter.
14.2 Severability
If any provision of these Terms is found to be invalid, unenforceable, or illegal under applicable law, that provision will be severed from the Terms, and the remaining provisions will continue in full force and effect. The parties will negotiate in good faith to replace the severed provision with a valid provision that most closely achieves the original intent of the severed provision.
14.3 Waiver
A failure or delay by either party in exercising any right or remedy under these Terms does not constitute a waiver of that right or remedy. A waiver of any specific breach does not constitute a waiver of any subsequent breach of the same or any other provision.
14.4 Assignment
The Client may not assign or transfer any of its rights or obligations under these Terms or any Engagement Letter without the prior written consent of the Company. The Company may assign or transfer its obligations under these Terms or any Engagement Letter to an affiliate, successor entity, or purchaser of substantially all of its business assets, provided the assignee assumes all of the Company’s obligations under these Terms in writing.
14.5 Notices
All notices under these Terms must be given in writing and delivered by: (a) email to the email address specified in the Engagement Letter or subsequently notified in writing; or (b) post to the registered or business address of the relevant party. Notices sent by email are deemed received on the business day following despatch. Notices sent by post are deemed received three (3) business days after posting.
14.6 Language
These Terms are issued in the English language. Where translations of these Terms are made available, the English version prevails in the event of any inconsistency between the English version and any translation.
14.7 Relationship of the Parties
Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship between the Company and the Client. The Company acts as an independent contractor in the provision of all services.
14.8 Anti-Bribery and Corruption
Both parties represent that they will comply with all applicable anti-bribery and anti-corruption laws, including the Law of the Republic of Lithuania on Prevention of Corruption. Neither party will offer, promise, give, request, or receive any financial or other advantage in connection with these Terms that constitutes a bribe or improper inducement.