Terms & Conditions

1.1. General Matters

For the purpose of these General Terms and Conditions, the following terms shall be interpreted and read as follows:

The “Company”: in consideration of the fact that Mirus and Lexington Group (“Mirus & Lexington Group”) is a group of companies controlled by Mirus Holding SA and that the group is formed by the following companies:

  • Mirus Consultanţă Fiscală S.R.L.
    Address: Bucharest, 26 Biharia Street, 1st District, 4th floor, office 1, postal code 013981,
    Tax ID No.: RO28785604
    Registration: Commercial Register Bucharest
    ID No.: J40/8224/2011
    NACE: 6920 “Accounting, bookkeeping and auditing activities; tax consultancy (fiscal consultancy)”
  • Mirus Consultanţă în Contabilitate S.R.L.
    Address:  Bucharest, 26 Biharia Street, 1st District, 4th floor, office 5, postal code 013981,
    Tax ID No.: RO32756160
    Registration: Commercial Register Bucharest
    ID No.: J40/1358/2014
    NACE: 6920 “Accounting, bookkeeping and auditing activities; tax consultancy (fiscal consultancy) “
  • Mirus Consultanţă în Salarizare S.R.L.
    Address:  Bucharest, 26 Biharia Street, 1st District, 4th floor, office 3, postal code 013981,
    Tax ID No.: RO28765810
    Registration: Commercial Register Bucharest
    ID No.: J40/8146/2011
    NACE: 7830 “Supply services and labor management”
  • Mirus Employment Services S.R.L.
    Address:  Bucharest, 26 Biharia Street, 1st District, 4th floor, office 4, postal code 013981,
    Tax ID No.: RO30860651
    Registration: Commercial Register Bucharest
    ID No.: J40/12772/2012
    NACE: 7820 “Temporary employment agency activities”
  • Lexington House S.R.L.
    Address:  Bucharest, 26 Biharia Street, 1st District, 4th floor, office 9, postal code 013981,
    Tax ID No.: RO27183155
    Registration: Commercial Register Bucharest
    ID No.: J40/6820/2010
    NACE: 7430 “Translation and interpretation activities (interpret)”
  • Lexington Corporate Services S.R.L.
    Address:  Bucharest, 26 Biharia Street, 1st District, 4th floor, office 8, postal code 013981,
    Tax ID No.: RO31121436
    Registration: Commercial Register Bucharest
    ID No.: J40/681/2013
    NACE: 7430 “Translation and interpretation activities”
  • Tax Representation S.R.L.
    Address:  Bucharest, 26 Biharia Street, 1st District, 4th floor, office 2, postal code 013981,
    Tax ID No.: RO30328094
    Registration: Commercial Register Bucharest
    ID No.: J40/6973/2012
    NACE: 6920 “Accounting, bookkeeping and auditing activities; tax consultancy (fiscal consultancy)”, any reference to the Provider shall be interpreted as a reference to any of the companies detailed above, individually or collectively;

“Client”: refers to any natural or legal person that appointed the Provider to perform Services (as the latter term is defined below);

“Parties”: shall mean any reference both to the Provider and the Client;

“Services”: includes all and any services and assignments to be performed by the Provider for the Client, as agreed by the Provider and the Client and correspondingly detailed in the Engagement Letter, as well as any other activity to be performed by the Provider in consideration of such Engagement Letter, and as might result from specific legal provisions regulating the professional rules of conduct of the Provider;

“Engagement Letter”: the agreement concluded between the Provider and the Client having as subject the Services to be performed and other specific provisions as agreed by both Parties;

“Agreement”: refers to both these General Terms and Conditions and the Engagement Letter.

1.2. Applicability of the General Terms and Conditions

These General Terms and Conditions shall apply to all legal relationships between the Provider and the Client, including all offers, proposals, current assignments, and to every new service agreement between the Client and the Provider, as well as to any work and/or Services undertaken or to be undertaken by or on behalf of the Provider.

These General Terms and Conditions shall also apply to all and any legal relationships that the Provider has with third parties. The General Terms and Conditions shall also apply to supplementary and follow-up assignments, as agreed with the Client.

The provisions of these General Terms and Conditions have not only been stipulated for the benefit of the Provider, its executive board, shareholders and employees, but also for the benefit of all persons involved by the Provider in the execution of the assignment, such as any third parties it engages. Former members of the Provider’s executive board, its former shareholders and former employees, as well as the successors of such persons, may also rely on these General Terms and Conditions.

Any General Terms and Conditions used by the Client do not apply in relation to the Services and the legal relationship between the Provider and the Client, unless the Provider has explicitly agreed on them in writing.

Any exemption from and/or waiver of these General Terms and Conditions are valid only if expressly agreed on in writing by the Provider.

1.3. Agreement

An agreement to undertake an assignment and to perform Services for the Client shall come into effect at the date when the Engagement Letter, duly signed by both the Client and the Provider, was returned to and received by the Provider.

If an agreement is reached verbally or in any other manner or if the agreement confirmation has not been signed and returned to the Provider, but the performance of Services has already started, then the agreement shall be deemed to have come into effect, subject to the applicability of these General Terms and Conditions, from the date when the Provider, at the Client’s request, started to actually execute the Services.

All the Services shall be exclusively accepted and executed by the Provider through the natural persons within the Provider that are to be assigned for the due performance of the Services, as well as through any other third parties that the Provider is contacting for the purposes of executing the Services, as appropriate.

1.4. Information

The Client shall provide its full cooperation to the Provider in relation to the performance of Services and, on its own initiative and as soon as possible, shall also provide and make available to the Provider all the data, documentation and/or information which could reasonably be deemed necessary by the Provider for due execution of the Services. The Client acknowledges that such data, documentation and/or information should be provided as follows:

  1. within the timeframe,
  2. in the form, and
  3. in the manner requested by the Provider.

In addition, the Client shall, upon first request of the Provider, provide the latter with all the data, documentation and/or information which, from the Provider’s standpoint, are required for the due execution of the Services; such data and information should also be provided as follows:

  1. within the timeframe,
  2. in the form, and
  3. in the manner requested by the Provider.

Unless otherwise explicitly agreed on in writing, the Client warrants the correctness, completeness, reliability and legitimacy of any of the data, documentation and/or information provided by it or on its behalf to the Provider, even when such data, documentation and/or information is provided through, or originates from, third parties.

At all times, the Client shall immediately inform the Provider, in writing, of any facts and/or circumstances which have or could have a certain relevance for the due and timely execution of Services or which may influence in any manner whatsoever the execution of Services.

The Provider reserves the right to suspend the execution of Services until the Client has duly complied with the aforementioned obligations, without any possibility to be held liable for any loss which may arise from or in relation to such suspension.

Extra costs and extra hours, as well as any other damage caused to the Provider as a result of the Client’s failure to comply with any of the aforementioned obligations, shall be for the account and risk of the Client, which shall be held liable for all and any of such events/damage.

The Provider shall not be held liable for any and all loss incurred by the Client as a result of the Client’s and/or a third party’s omission to duly notify the Provider in due time of facts, information and/or circumstances which may be relevant in connection with the proper execution of the Services and/or withholding or misrepresenting such facts, information and/or circumstances.

The Provider shall, at the express request of the Client made in writing, or based on a specific legal requirement in relation hereto, retain and archive files in the manner and for the time period regulated by the applicable legal framework regarding the archiving of the documents, and at the end of the specific time period such files shall be destroyed. If, within the aforementioned time period, the Client requests the Provider, in writing, to return the original files that it made available, the latter shall duly return the respective files to the Client. The Provider cannot and shall not be called to account and/or held liable by the Client in relation to any failure to comply or correctly comply with this provision.

1.5. Execution of the Agreement

The Services shall be executed exclusively for the benefit of the Client; third parties may not benefit from, nor shall be deemed as holders of any right resulting from the substance of any of the works and/or advice provided by the Provider to the Client.

The Client shall indemnify the Provider against any claims from third parties alleging that they have suffered direct or indirect damage as a result of the Services and/or work undertaken or being undertaken by the Provider for the benefit of the Client.

The Provider shall solely determine how and by which person(s) the Services are to be performed. If the Engagement Letter provides that (a) certain person(s) will perform the Services, the Provider will make reasonable efforts to ensure that that/these person(s) will perform or will be involved in the performance of the Services. However, the Provider is entitled to replace the persons mentioned in the Engagement Letter by other persons of equal or comparable expertise.

During the performance of Services, the Provider shall be guided by the best interest of the Client, and shall observe all applicable laws, regulations, etc., including the specific rules of professional conduct regulated by legal provisions.

The Provider shall perform the Services to the best of its ability. Nevertheless, this shall not be construed as an obligation for the Provider to produce specific results, nor does it impose/constitute a final deadline for the provision of any of the Services, unless explicitly agreed otherwise by the Parties in writing. During the execution of the Services, the Provider shall act in such way as could be expected of a reasonably competent and reasonably acting company in its specific field of activity.

The Provider is not obliged to update any oral and/or written advice, reports and/or results of the Services as a result of events occurring after the final version of the advice, report or result has been provided to the Client.

Any advice, opinions, expectations, forecasts and recommendations provided by the Provider as part of the Services shall under no circumstance whatsoever be construed as a guarantee with respect to future events or circumstances. The Services will be performed based on the Provider’s own understanding of the relevant documents, information, legal provisions, etc. at the time they are provided.

Any information, advice, recommendation and/or other content provided under the Agreement are for the internal use of the Client only, consistent with the purpose of Services. The Client is solely responsible for all the management decisions related to the Services, the use or implementation of the Services and/or for determining whether the Services are appropriate for its business purposes.

1.6. Use of Third Parties by the Provider

During the Agreement, the Provider shall be entitled, at its sole discretion, to use any third parties it may deem necessary for the due performance of any of the Services.

As far as possible, the Provider shall discuss the use of third parties with the Client in advance. Any and all costs/expenses incurred by such third parties shall be borne by the Client, even if there is an interim change in the use of third parties. The Provider shall not be deemed as the client of these third parties, but the Client shall also be deemed as the client of any third parties used by the Provider.

Should a third party used by the Provider have limited its liability in respect of the work it is undertaking, the Provider shall assume and, if necessary, stipulate, that all the Services granted to it include the power to accept such a limitation of liability on both its own behalf and that of the Client.

The Provider shall be entitled to disclose and make available any confidential information about the Client that it has knowledge of, to any third party used for the execution of Services, unless the Client has given prior written indication that its permission should always be requested before the provision of such information.

However, the Provider shall not be held liable at any time for any act or omission of third parties (used) and/or for the Services performed by the latter.

1.7. Timeframes

Timeframes shall be deemed as deadlines only if explicitly agreed on in writing by the Parties. If the Client is due to make a payment (an advance payment) or if, for the due execution of the Services, it needs to make available any essential data, documentation and/or information, then any timeframe within which the work and Services should be completed shall begin to run from the date when the Provider received full payment of all due amounts or, respectively, was provided with all necessary data and/or information.

Unless the Parties agree that execution of the Engagement Letter and the performance of the Services are permanently impossible, the Client may not terminate the Agreement on the grounds that the timeframe has been exceeded, until – following the expiry of the agreed timeframe – it grants the Provider a reasonable remediation period within which to execute the Services (completely) and the Provider, after the expiry of such remediation period, fails, or partially fails, to complete the Services within the said remediation period.

Furthermore, the Provider shall not be held liable for any compensation grounded on any failure to meet any timeframe.

1.8. Confidentiality

The Provider shall keep secret from third parties, other than those involved in the performance of the Services as per Section 6 above, any confidential information provided by or on behalf of the Client within the execution of the Agreement.

This obligation is not applicable if the Provider is required to disclose such information by law, by any rule of a public authority or supervisory body to which supervision the Provider is subject, pursuant to a professional duty or by a binding order of a court.

The obligation detailed in the paragraph above is not applicable if the information is already known to the public or becomes public, other than as a result of an unlawful disclosure.

The Provider is not entitled to use the information made available by the Client for any purpose other than that for which the information was provided.

The Client undertakes not to provide or disclose to any third parties the content of the Agreement, reports, advice and/or other written or unwritten statements or recommendations of the Provider within the execution of the Engagement Letter. However, this obligation shall not apply in case of a legal obligation to provide and disclose such information.

1.9. Early Termination

The Engagement Letter concluded between the Provider and the Client having as subject the performance of Services shall be valid for an indefinite period of time, unless explicitly agreed otherwise in writing.

At all times, either the Client or the Provider may terminate the Agreement upon a 30 calendar day’s written notice sent to the other Party.

By means of a written notice, either Party may terminate the Agreement in the following cases:

  1. Before the agreed term (if applicable), by written consent of the Parties; or
  2. The other Party fails to comply with the terms of the Agreement and such failure, if capable of remedy, is not remedied by the Party in default within 30 days following receipt of a written notice specifying the failure; or
  3. The Client fails to pay any of the following: price of Services rendered, subscriptions, penalties, or any other payments and expenses imposed to the Provider under the Agreement and in the way indicated in the Agreement; or
  4. If the Agreement is transferred in any way, to any other person or persons, without the prior written consent of the Provider; or
  5. If Romanian or foreign authorities discover a breach committed by the Client that can prejudice the image and the integrity of the Provider or the pursuit of the Agreement; or
  6. The other Party is undergoing liquidation, voluntary winding-up or bankruptcy proceedings, or, in the reasonable opinion of the other Party, any of these events appears likely to occur;
  7. Any of the Parties involved decides to act on giving not less than one (1) months’ written notice to the other Party (without cause) at any time.

In all cases of termination, the Provider reserves the right to claim payment of the invoices for the Services performed by that time, whereby the provisional results of the Services already performed shall, subject to approval, be made available to the Client.

If the Client decides to terminate the Agreement, the Provider shall have the right to claim compensation for any loss which could plausibly be shown to have arisen as a result of lower capacity use on its part, as well as for any additional costs which the Provider has reasonably incurred or shall incur as a result of the early termination of the Agreement (for example, costs related to potential subcontracting), unless there are facts and circumstances underlying such termination which could be attributable to the Provider.

If the Provider terminates the Agreement (early), the Client shall be entitled to have the Provider’s cooperation in the transfer of work to third parties, unless there are facts and circumstances underlying such termination which could be attributable to the Client. Insofar as the transfer of work creates extra costs for the Provider, such extra costs shall be charged to the Client.

1.10. Intellectual Property Rights

The Provider reserves all and any rights related to intellectual property. All intellectual property rights that the Provider develops or uses in the execution of the Agreement or which result from such execution, including advice, ways of working, (draft) contracts, systems, system designs and computer programs, shall belong to the Provider, insofar as they are not already assigned to third parties.

Unless the Provider has explicitly given its prior written permission, the Client shall not be entitled to copy, disclose and/or exploit products containing the Provider’s intellectual property rights or the recording of the same on data carriers, whether or not with or through the engagement of third parties.

Unless the Provider has explicitly given its prior written permission, the Client shall not be permitted to disclose the content of any advice, opinions and/or other statements, whether or not in writing, issued by the Provider, or to make them in any other way available to third parties, except and insofar as the Client does so as a direct result of the Agreement, or in order to obtain an expert opinion concerning the work of the Provider, or because it has a legal or professional duty of disclosure or is acting on its own behalf in proceedings of a disciplinary, civil, arbitral, administrative or criminal nature.

1.11. Data Protection

The Client is responsible for strict compliance with all applicable legislation and regulations governing the protection of personal data; this includes any personal details about the Client’s personnel, clients and/or third parties, provided or made available to the Provider, even if such personal details originated from third parties or the third parties were instructed by the Client to provide them.

In the context of Agreement execution or in the context of complying with the statutory obligations to which it is subject, the Provider may process the Client’s personal details and/or those of persons associated with or working with/for the Client, based on the express consent given by the latter by way of accepting these General Terms and Conditions.

The Provider may also process personal details in order to optimize its service provision to the Client, and to be able to approach the Client and/or persons working with/for the Client in order to provide information and services from the Provider and third parties.

When processing personal details in the context of the aforementioned activities, the Provider shall always act in accordance with the prevailing legislation and regulations applicable to the protection and processing of personal data.

1.12. Fees

Unless explicitly agreed otherwise in writing, the Provider shall charge the Client either a fixed service fee, or a fee based of the number of hours worked multiplied by the hourly rate; the hourly rate shall be determined and periodically revised by the Provider.

In the case of fixed or quoted fees, any (unexpected) additional work and Services shall be charged separately. Without prior notice, the hourly rate may be periodically revised by the Provider; the rate is always revised at least once a year. Revision is based on the higher number of years of experience of the Provider’s employees, actual time spent by the Provider’s employees on matters that the Client submitted to their attention, the price index figure for the provision of commercial services, etc. After any such revision, the Provider shall duly send a written notice to the Client detailing the revised rate(s), which notice shall have informational purposes only and shall not be construed in any manner whatsoever as a request for the Client’s approval in relation thereto.

Furthermore, negotiations of prices by and between the Parties can be subsequent to the receipt of the written notice.

In case of postponed or withdrawn assignments, any hours already worked or costs already incurred shall be invoiced to the Client.

Costs resulting from repeated work due to delays or due to the Client’s failure to offer the Provider the necessary data, documentation and/or information on time shall also be invoiced.

In addition, the Client shall be charged for any costs incurred by the Provider in the context of the execution of the Services.

All amounts are exclusive of V.A.T. and, in principle, all the work undertaken and costs incurred in a month shall be charged to the Client on a monthly basis, in arrears.

Invoices should always be settled within 14 calendar days of the invoice date. If the Client fails to pay within the mentioned period, it shall be deemed in default de jure, with no notice of default required in relation thereto. Moreover, should any invoice remain unpaid for more than 30 calendar days from the due date, the Provider reserves the right to suspend the provision of Services. However, the Provider shall not be liable for any damage which may result as a consequence of such suspension of Services and/or obligations.

The Client shall not be entitled to rely on any reduction, discount, deferment or offset. Submitting an objection to the amount of the invoice shall not defer the obligation to pay. If an invoice is not paid within the payment period mentioned above, the Client shall be charged interest on the amount of the invoice, at a rate of 2% per month plus any collection costs. Late payment penalties can be added to the interest rate above, in accordance with Romanian legal provisions and the rates mentioned by the National Bank of Romania. Furthermore, the amount of penalties/interest charged by the Provider can exceed the total amount of the Services provided and invoiced.

In the case of an assignment granted collectively and undertaken for the benefit of two or more Clients, such Clients shall be jointly and severally liable for the payment of the invoice.

1.13. Complaints

Any complaint related to work undertaken or an invoice amount shall be submitted to the Provider, in writing, within 30 calendar days of the date of dispatch of the documents or information that the Client is complaining about or, if the Client can demonstrate that it could not reasonably have established the error earlier, within 30 calendar days of the error being established.

Lodging a complaint shall not defer the Client’s payment obligation.

In case of a justifiable complaint, the Provider may choose between revising the charged fee, improving or repeating the relevant work free of charge, or cancelling (or discontinuing) the Services, wholly or partially, in exchange for a pro rata refund of the fees already paid by the Client.

1.14. Limitation of Liability. Indemnities

The Provider shall perform the Services to the best of its abilities, exercising the due care which may be reasonably expected of a professional practitioner.

The Provider shall be liable towards the Client only for shortcomings in the execution of an assignment and the provisions of the Services insofar as the shortcomings are the result of insufficient account having been taken of the meticulousness and professionalism generally relied on in the execution of such an assignment and provision of services.

The Provider’s and its employees’ liability for any professional errors, on whatever legal grounds they are based, shall at all times be limited to the maximum amount or amounts paid out by the Provider’s professional liability insurance in the relevant case.

The Provider concluded professional liability insurance up to EUR 40,000.00. At the Client’s express written request, this amount may be increased. The Provider’s and its employees’ liability for any damage caused to persons or property is always limited to the maximum amount or amounts paid out by the Provider’s general liability insurance in the relevant case.

If and insofar as, for whatever reason, no payment is to be made by virtue of the aforementioned insurance and the Provider or one of its employees may nevertheless be obliged to compensate for damage, liability shall always be limited to at most twice the amount paid by the Client to the Provider for the relevant assignment and/or Services in the relevant calendar year, up to a maximum amount of EUR 40,000.00.

In relation to the liability of the Provider, the legal provisions regulating the specific domain in which the Services are rendered shall also be applied.

All the Client’s rights to claim and other powers, of any nature whatsoever, regarding the Provider in relation to the execution of Services by the Provider shall, in all cases, lapse one (1) year after the Client becomes aware, or could reasonably be expected to become aware, of the existence of those rights and powers. In all cases, the aforementioned rights and other powers shall lapse two (2) years after the work was undertaken by the Provider.

Notwithstanding the above, the Client is required to take action to mitigate any damage. Also, the Client shall indemnify the Provider against any and all claims of third parties arising from or in connection with the Services performed or to be performed for the Client, unless the Client is able to prove that such claims do not result from culpable acts or omissions on its part. The indemnity shall include all loss suffered and costs incurred by the Provider, including the costs of legal proceedings, as a result of such claim.

1.15. Electronic Communication

When the Provider and the Client use electronic means (such as emails) to communicate, they are both aware of the associated risks such as distortion, delays and viruses. Therefore, the Provider and the Client shall both take responsibility for the security of their electronic communication, to the extent this can reasonably be expected of them. In relation to each another, the Provider and the Client shall not be liable for any damage which may be caused by the use of emailing.

1.16. Choice of law and forum

These General Terms and Conditions were drawn up in both Romanian and English. In the event of any discrepancy between the English and Romanian texts of these General Terms and Conditions, the English text shall be binding and prevail.

The legal relationship between the Provider and the Client is subject to Romanian law. Any disputes which may arise between the Provider and the Client shall be settled amicably; in case no such settlement is achieved within 30 calendar days since the occurrence of the dispute, the latter shall be submitted to the competent courts from the headquarters of the Provider. The Parties agree that the legislation which applies to this document is Romanian legislation.

1.17. Miscellanea

These General Terms and Conditions, together with the Engagement Letter, shall constitute the entire agreement between the Provider and the Client in relation to the Services and other matters they cover, and supersede all prior agreements, understandings and representations with respect thereto.

These General Terms and Conditions regulate the relationship between the Provider and the Client, and the Client expressly declares that they can be used in court, as part of the Agreement between the Parties.

The Client agrees that the Provider may also act for other clients, including its competitors.

Neither Party may assign its rights, obligations or claims under this Agreement, without the express prior written consent of the other Party.

If any provision of the Agreement is wholly or partially held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect.

These General Terms and Conditions are subject to a periodical revision by the Provider, therefore the Client is recommended to revise its content from time to time.

The General Terms and Condition can be accessed on our websites www.mirus-group.eu www.taxrep.ro www.lexington.ro and www.lexcs.ro.