UPDATED 15/12/2023

The following General Terms of Transactions apply to the provision of services by SIGMAPRO to its clients. They form an integral part of the contract and collectively define the scope of cooperation between the parties.

Definitions

The meaning of the following words and phrases used in the General Terms of Transactions shall be as follows:

Services The services to be provided by SIGMAPRO

SIGMAPRO or We The company SIGMAPRO CONSULTING ECONOMIC ACCOUNTING S.A., trading as SIGMAPRO, which is the service provider.

Work Group Individuals to whom SIGMAPRO has assigned the execution of the project entrusted to it, who actively participate, collectively or individually, in the provision of the Services.

Members of SIGMAPRO Any Director of SIGMAPRO, members of the Work Group, employee or authorized person by SIGMAPRO, associate or expert to whom SIGMAPRO has assigned a task supporting the services to you.

You The company or organization to which the Offer is addressed.

Service Provision Agreement The terms of cooperation included in the OFFER, these General Terms of Transactions, any existing additional terms, or modifications of the original contractual terms, after their signing by the parties.

Other Beneficiaries Any person or organization whose activities may be controlled by you, provided that such person or organization is identified in the Offer as the recipient or beneficiary of the Services or any product thereof, or we have agreed among ourselves that they may be treated as such.

Οι Υπηρεσίες και οι υποχρεώσεις μας

1. The Offer specifies the Services to be provided by SIGMAPRO as well as related issues. These General Terms of Transactions will be subject to variation only if required by the Agreement and in accordance with it.

The Services will be provided with reasonable skill and care.

If the individuals to participate in the provision of the Services are named in the Agreement, we will make reasonable efforts to ensure their participation in the provision of the Services. We reserve the right to replace the named individuals with others having the same or similar skills, but before doing so we will consult with you.

2. During the provision of the Services, it is possible that sensitive information about your business or affairs (hereinafter "Confidential Information") will come to our knowledge. Regarding Confidential Information, we will observe the confidentiality rules established by law and comply with the confidentiality restrictions imposed on us by Greek law.

3. We have the right to act in accordance with any obligation arising from Greek law or any other authority in Greece, under which we are required to disclose Confidential Information. This provision does not apply if the Confidential Information has lawfully become publicly known or if we wish to disclose it to our professional liability insurers or our advisors for such matters.

4. It is possible that we will provide information, including Confidential Information, related to you, our professional relationship with you, and the Services, in a discreet and confidential manner, to our shareholders Accountants, our members, our directors, our representatives, our subcontractors, other associated entities, and other individuals who will be obligated to implement safeguards to protect confidentiality, in order to support our work, facilitate the organization of our tasks, or maintain the quality and required standards in our work and overall infrastructure. In particular, it is possible that we will provide access to your Confidential Information to individuals in other EU member states to:

Allow the monitoring and supervision of the progress of Accounting projects.

Provide the appropriate knowledge and guidance to the Accounting teams during the project.

Facilitate the conduct of the project, including technical support services.

As part of our use of information systems designed in accordance with best practice in the relevant business sector, which are subject to appropriate access controls.

5. Upon completion of the Services, we may provide written advice, confirm verbal advice in writing, deliver a final written report, or make an oral presentation. Prior to the completion of the Services, we may provide advice, reports, or presentations orally, in draft form, or on a provisional basis, but in such cases, our written advice or final written report will prevail. You should not rely on any verbal advice, draft, provisional report, or any other draft or provisional presentation given during the provision of the Services. If you wish to rely on the above, you should notify us, and depending on the case, we will provide you with final documents or written confirmation of verbal advice.

6. We have no obligation to update any written or verbal advice, report, or any product of the Services due to the occurrence of events that emerged after the delivery of the relevant advice, report, or product in its final form.

7. Any product of the Services delivered to you in any form or by any means is provided by us on the condition that it is intended solely for your benefit and information and must not be copied, referred to, or disclosed, in whole (except for your internal purposes) or in part, without our prior written consent. The Services are provided on the condition that you will not refer to our name or reproduce our logo in any form or medium, without our prior written consent.

You may disclose any product in its entirety to your legal or other advisors for the purpose of seeking advice on the matters to which the Services relate, provided that in any such disclosure, you inform them that:

7.1. Disclosure by them (except for internal purposes) is not permitted without our prior consent, and

7.2. We bear no responsibility or liability for compensation towards them regarding our Services to the greatest extent permitted by Greek Law.

8. The advice, opinions, statements, forecasts, or recommendations provided by us as part of the Services in no way constitute a guarantee by us of the occurrence or prediction of future events or situations.

Ownership

9. We retain ownership of the copyrights and any other intellectual property rights on the product of the Services, whether provided verbally or in writing, as well as ownership of the related draft working papers. To provide services to you or other clients, we and other Members of SIGMAPRO have the right to use or develop general knowledge, experience, and skills gained during the performance of the Services.

Our Fees

10. For the Services, we will issue invoices that include our fee, expenses, and VAT (where applicable), as well as any other taxes that may be due on or deductible from them. In particular, any specific payment terms included in the Offer will apply and prevail. Our fee is calculated based on the extent of involvement of our general managers, deputy general managers, employees, or representatives, as applicable, in the provision of the Services, their skills and the time spent providing the Services, as well as the nature and complexity of the Services. Our actual charges may differ from any estimates or forecasts made, which will be indicative only.

If we are required or requested to provide information about you at the request of a regulatory body, at the request of or as a result of any form of legal process, you agree that, in cases where we are not the subject of such requirement, request, or process, you will indemnify us for the expenses incurred by us or our personnel in fulfilling this request.

11. In consideration of the Services provided by us, you will pay our Charges (without the right of set-off) upon receipt of our invoice unless another date is specified in the Offer.

If the Service Provision Agreement is terminated or its validity is suspended, we have the right to collect the costs incurred up to that time and our fee for the work done, plus VAT (where applicable). In this case, our fee for the work done will be calculated based on our hourly charges at the time the work was performed, in accordance with the provisions of paragraph 10.

Your Obligations

12. You have the responsibility and obligation to inform us about:

The administration, management, and operation of your business and affairs.

The use, extent of adoption or implementation of our advice or recommendations or any other product of the Services provided by us.

Making any decisions that affect the Services, any product of the Services, your interests, or your affairs.

Acquiring, achieving, or realizing any benefit directly or indirectly related to the Services, which requires your implementation.

Providing adequate resources, including related facilities, to complete our work, usually at your own expense.

Providing certificates/declarations where required by us or our personnel.

13. If you request us to provide the services at your offices, or if the nature of the Services is such that we are likely to be more efficient if we deliver our services using your computers or telephone network, you should take the necessary actions to ensure we have access, security procedures, virus checks, facilities, licenses, or approvals that may be required (without our financial burden).

14. You cannot directly or indirectly offer employment to any of our general managers, deputy general managers, or employees, as applicable, who are involved in providing the Services, during the provision of the Services or for a period of 12 months after the completion of the Services or after the termination of the Service Provision Agreement, without our prior written consent. This prohibition does not prevent you from advertising for staff recruitment at any time, or from offering employment to any of our general managers, deputy general managers, or employees, as applicable, who may respond to such advertisements.

Information

15. To be able to provide the Services, you must provide us with all information and assistance in a timely manner, as well as access to all documents in your possession, custody, or control, and to personnel under your control, whenever requested by us. You must make every effort to provide us with the above when they are not in your possession, custody, or control. You must inform us of any information or developments that may come to your attention and that could impact the Services. You must provide information in response to our inquiries so that we can comply with our legal obligations arising from anti-money laundering legislation.

16. We can rely on any instructions, requests, updates, or information provided, either verbally or in writing, by persons we know or in good faith believe are authorized by you to communicate with us for such purposes (hereinafter "Authorized Person"). If requested by an Authorized Person, we can communicate with you via email, given that by consenting to this method of communication, you accept the risks involved (including the risks of interception or unauthorized access to this communication, the risks of alteration of this communication, and the risks of electronic viruses or other harmful devices), and that you will perform virus checks. The Offer/Agreement will be used as your explicit approval for the use of email and other electronic means of transferring information, including confidential information, in our communications with you and with Other Beneficiaries or Members of SIGMAPRO, or in our communications with our or your external associates (natural or legal persons). You acknowledge that email operates via the public internet, which is not a reliable method of communication, and therefore the confidentiality of the transmitted information may be at risk without SIGMAPRO's fault.
17. Θα μπορούμε να λαμβάνουμε πληροφορίες από εσάς ή από άλλες πηγές κατά τη διάρκεια παροχής των Υπηρεσιών.

We will consider the consistency and quality of the information you provide to us.

We will not seek to examine the reliability of the information we receive from you.

We will not be liable to you for any losses or damages you may suffer from fraud, misunderstanding, concealment of material information related to the Services, or any other omission related to such material information, whether coming from you or other sources of information.

Knowledge and Conflict of Interest

18. The Work Group is not required, expected, or deemed to know any information that is not personally known to it, nor is it required to acquire such information, even if it is known to other Members of SIGMAPRO.

The Work Group is not obligated to use or disclose to you any information, whether it is personally known to it or known to other Members of SIGMAPRO, which is confidential to another client.

19. There are and will continue to be mechanisms operating among the members of SIGMAPRO, which have been created to facilitate the protection of each client's interests through the use of one or more of the following safeguards: separate teams, geographical distribution, functional autonomy, separate network service units (servers), and separate email systems (hereinafter "Barriers").

20. It is possible that we or other persons of SIGMAPRO may be approached to offer consulting services to a third party or parties who are in conflict with you or to offer consulting services or represent the interests of a third party or parties whose interests are contrary to yours due to their substantial relationship with the matters to which the Services specifically and directly relate (hereinafter "Conflicting Interests"). We are constantly seeking and will continue to seek to identify cases of Conflicting Interests. If you are aware of or become aware of the existence of a case of Conflicting Interests, you must inform us promptly.

We will not accept an order to provide services that may result in Conflicting Interests for the Work Group.

21. There will be no issue of Conflicting Interests when appropriate Barriers have been put in place and when:

At any time during the provision of the Services, you are an employee (including members of the governing bodies) and a Member of SIGMAPRO provides services to your employers. In such a case, other Members of SIGMAPRO have the right to act on behalf of your employer at any time and in any capacity, or

Another Member of SIGMAPRO is appointed as a bankruptcy trustee or corporate reorganization officer (appointed under the provisions of bankruptcy law or otherwise) concerning a person or organization with whom you have or subsequently acquire Conflicting Interests. In such a case, the bankruptcy trustee or corporate reorganization officer will be entitled to act at any time in that capacity.

22. It is possible that we or other persons of SIGMAPRO may be approached to offer our consulting services to another company or third parties with whom you do not have Conflicting Interests, but whose interests compete with yours specifically and directly regarding the subject of the Services (hereinafter "Competitor" or "Competitors"). We are constantly seeking and will continue to seek to identify Competitors. If you are aware of or have become aware of a SIGMAPRO Person providing or intending to provide advice to a Competitor, you must inform us promptly.

23. When we become aware or are notified by you that a third party to whom we provide advice is a Competitor, we will activate appropriate Barriers, and once these are in place, we will have the right to provide advice to the specific Competitor at any time and in any capacity (unless they involve Conflicting Interests).

24. If a third party has instructed us to provide advice, we may consider that even with Barriers in place, your interests are likely to be compromised, and we may not be convinced that the situation can be managed. In such a case, we may need to terminate the Service Provision Agreement, but we will consult with you before making such a decision.

Service Provision Agreement

25. The Service Provision Agreement sets out the entirety of our agreement concerning the Services. Any amendments or variations to the Service Provision Agreement must be made in writing and signed by an authorized representative of both parties. In case of any inconsistency between the Offer and other parts of the Service Provision Agreement, the Offer will prevail. In case of any inconsistency between these General Terms of Transactions and any Additional Terms that may apply, the Additional Terms will prevail. Nothing in the Service Provision Agreement will exclude liability we might otherwise have towards you in relation to statements made fraudulently by us before the date of the Service Provision Agreement.

Third-Party Rights

26. The Service Provision Agreement does not create, nor is it intended to create rights in third parties. No third party will be entitled to enforce or rely on any provision of the Service Provision Agreement, which provides or is capable of providing any right or benefit to a third party, directly or indirectly, expressly or impliedly. The application of any legislation that provides third parties with contractual or other rights in relation to the Service Provision Agreement is excluded. Members of SIGMAPRO are not considered third parties for the purposes of this paragraph.

Events Beyond Your or Our Control

27. Neither party will be deemed to have breached its contractual obligations and will not be liable to the other party if either we or you are unable to comply with the Service Provision Agreement due to events beyond our or your reasonable control. In the event such an occurrence affects one party, that party will be required to notify the other party as soon as possible, which will have the right to suspend or terminate the validity of the Service Provision Agreement after notification, which will take immediate effect upon delivery.

Waiver, Assignment, and Subcontractors

28. The non-exercise or non-enforcement of any right by any contracting party will not constitute a waiver of that right.

29. Neither party will have the right to assign the rights or obligations arising from the Service Provision Agreement without the written consent of the other party.

30. We reserve the right to appoint subcontractors to assist in the provision of the Services as members of the Work Group, but if the subcontractors are not Members of SIGMAPRO, we will consult with you before doing so. If we appoint subcontractors under this term, we may share Confidential Information with them, and for the purposes of this Service Provision Agreement, we assume responsibility for their work, which will be considered part of our Services.

Exclusion and Limitation of Our Liability

31. Under the specific circumstances of providing the Services, as described in the Offer, all Members of SIGMAPRO are excluded from any contractual, tortious, statutory, or other liability to you and to Other Beneficiaries for any indirect or consequential financial loss or damage (including lost profits) you (or any other party) may suffer, which arises from or is connected to the Services, however caused, including our negligence but not our fraudulent behavior.

Under the specific circumstances of providing the Services, as described in the Engagement Letter, and subject to paragraphs 33 and 34 below, the total liability of all Persons of SIGMAPRO to you and to Other Beneficiaries:

Contractually, tortiously, statutorily, or otherwise,

For any direct loss or damage you (or any other party) may suffer, which arises from or is connected to the Services,

In any case of direct loss or damage, including our negligence but not our fraudulent behavior, it will be limited to the amount specified in the Offer, or if no amount is specified, to the fee paid to us according to the terms of the Offer. In any case, our liability will be limited to the lesser of the above amounts and the amount explicitly provided for by law, where such a provision exists.

32. Without prejudice to the overall limitation of our liability under paragraph 31 above, our liability to you and any Other Beneficiaries will be regulated by the following provisions:

The liability of SIGMAPRO Persons will be limited, taking into account your possible contributory negligence (if any) or the possible contributory negligence (if any) of any Other Beneficiaries, to that proportion of the total loss or damage which is fair considering the extent of SIGMAPRO Members' liability for the specific loss or damage and the extent of liability of any other party who is also responsible or potentially responsible to you or to Other Beneficiaries for the same loss or damage (hereinafter "Other Responsible Party").

33. You and Other Beneficiaries cannot personally pursue any individual general manager, deputy general manager, employee, or representative of the SIGMAPRO company or any body or legal entity controlled by, owned by, or associated with us concerning loss or damage suffered by you or Other Beneficiaries arising from or related to the Services. This limitation does not establish a limitation or exclusion of the liability of the SIGMAPRO contracting company as a company for the acts or omissions of its general managers, deputy general managers, employees, and representatives. Any claim by you or Other Beneficiaries must be brought within five years from the date you or they became entitled to initiate judicial or other dispute resolution proceedings.

Third Parties

34. You must indemnify any Members of SIGMAPRO and us, and restore any loss, damage, expense, or liability we or they have suffered arising from or related to the following two circumstances, which must occur cumulatively:

Any breach by you of your obligations under the Service Provision Agreement, and

Any claim that has been brought or threatened to be brought by a third party or Other Beneficiaries arising from or related to the above breach.

The above indemnity provision will not apply if we have agreed in writing to the full or partial disclosure of the product of the Services to the above third party or Other Beneficiaries, according to the terms agreed between you and the specific third party or Other Beneficiary and with which each of you has complied.

Termination

35. Each contracting party may terminate the Service Provision Agreement or suspend its validity at any time after giving at least 30 days' prior notice to the other party, provided that no legislative provision prohibits such termination. Termination or suspension under this paragraph will be without prejudice to any legal right that may have arisen for either party before the termination or suspension, and all amounts owed to us will become fully due at the time the termination or suspension takes effect.

We have the right to retain working papers that support our reports, recommendations, and opinions given up to the date of termination (of the Assignment) for a period of up to ten (10) years from the completion of our work, provided that there is no provision in the Law prohibiting such a right or providing for a shorter retention period.

Partial Invalidity

38. Each paragraph or term of the Service Provision Agreement constitutes a separate and independent provision. If any court or authority invalidates an article or part of the Agreement, the parties will discuss as soon as possible to find a solution that allows us to continue our work. If we find that the situation is not resolved, we may need to terminate the provision of the Services with notice that will take immediate effect upon delivery, after consulting with you about our intention.