Legal name: KALOS GENERIS D.O.O. BEOGRAD
Registered address: Jurija Gagarina 76R, Novi Beograd, Belgrade, Republic of Serbia
Registration number (Matični broj): 22174878
Tax identification number (PIB): 115555627
Legal form: Limited liability company (D.O.O.) incorporated under the laws of the Republic of Serbia
Incorporation date: 27 February 2026
Primary activity: 7022 – Business and management consultancy

2.1. These General Terms and Conditions (hereinafter “GTC”) apply to all consulting, advisory, diagnostic, audit, and training services delivered by Kalos Generis D.O.O. (hereinafter “KG” or “the Company”) to its clients (hereinafter “the Client”).

2.2. By signing a proposal, engagement letter, or statement of work issued by KG, the Client acknowledges having read, understood, and accepted these GTC in their entirety.

2.3. These GTC prevail over any general terms and conditions of the Client, unless expressly agreed otherwise in writing by KG.

2.4. KG reserves the right to update these GTC. Any update applies to engagements contracted after the date of the new version. Ongoing engagements remain governed by the version in force at the date of signature.

3.1. KG provides professional consulting and advisory services across three integrated service pillars:

• BalkanBridge: nearshoring feasibility, supplier qualification, market entry, implantation support, and international gateway services (Gulf and Asia corridors)
• EuroCompliance: ISO certification (9001, 14001, 45001), ESG/CSRD/CSDDD compliance, gap assessment, and regulatory alignment
• OrientisFlow: operational excellence, LEAN transformation, process optimisation, AI integration diagnostic (OFAID), and performance improvement

3.2. The specific scope, deliverables, timeline, and pricing of each engagement are defined in a separate proposal or engagement letter signed by both parties, which together with these GTC constitutes the contractual framework.

3.3. KG delivers its services through its founding team, associate partners, and qualified freelance professionals. The composition of the delivery team is determined by KG at its discretion, in accordance with the expertise required. All external professionals operate under equivalent confidentiality and quality obligations.

4.1. All prices are quoted in euros (EUR) and are exclusive of applicable taxes. VAT, where applicable, is added at the prevailing rate.

4.2. Prices are fixed for the duration of the engagement as specified in the signed proposal. Any modification of scope, deliverables, or timeline requested by the Client may result in a price adjustment, subject to written agreement by both parties prior to execution.

4.3. Travel expenses, accommodation, and third-party costs incurred in the execution of the engagement are invoiced at actual cost plus a 5% administrative handling fee, unless otherwise specified in the proposal.

4.4. KG issues invoices in accordance with the milestone schedule defined in the signed proposal. In the absence of a milestone schedule, the following default structure applies:

• 30% invoiced at contract signature (engagement commencement)
• 40% invoiced upon delivery of recommendations or principal deliverables
• 30% invoiced upon client validation and engagement closure

5.1. Invoices are payable within fifteen (15) calendar days from the date of issue (“Net 15”).

5.2. In the event of late payment, KG is entitled, without prior notice, to apply late payment interest at the rate of 1.5% per month on the outstanding amount, calculated from the day following the payment due date.

5.3. If payment remains outstanding thirty (30) calendar days after the due date, KG reserves the right to suspend all ongoing work until full payment is received. KG shall notify the Client in writing prior to any suspension. Suspension of work does not relieve the Client of its payment obligations for services already delivered.

5.4. Any dispute regarding an invoice must be raised in writing within seven (7) calendar days of receipt. Undisputed portions of the invoice remain payable within the standard deadline.

6.1. The Client undertakes to provide KG with all information, documentation, data, and access to personnel and facilities reasonably necessary for the proper execution of the engagement, within the timelines agreed.

6.2. The Client designates a single point of contact responsible for managing the relationship with KG, providing approvals, and facilitating access to internal resources.

6.3. Delays in the execution of the engagement attributable to the Client (including delays in providing information, approvals, or access) do not relieve the Client of its payment obligations and may result in revised timelines and additional costs.

7.1. Cancellation by the Client

The Client may cancel an engagement by written notice subject to the following conditions:

• Before engagement commencement: cancellation notified at least seven (7) calendar days before the scheduled start date incurs no cancellation fee. Cancellation notified less than seven (7) calendar days before the start date incurs a cancellation fee equal to 30% of the total engagement value.
• After engagement commencement: all milestones completed and invoiced prior to the cancellation date are due in full and non-refundable. Work in progress at the date of cancellation is invoiced on a pro-rata basis based on the work actually performed.

7.2. Termination by KG

KG may terminate an engagement by providing thirty (30) calendar days written notice in the event of material breach by the Client, including persistent failure to provide required information or access, or non-payment as defined in Article 5.

7.3. Mutual termination

Either party may terminate the engagement by mutual written agreement. In such case, the terms of settlement (including fees for work performed) are defined in the termination agreement.

8.1. All methodologies, frameworks, tools, questionnaires, diagnostic models, templates, and proprietary systems used or developed by KG (including, without limitation, OrientisFlow, OFAID, BalkanBridge Readiness Scorecard, and EuroCompliance assessment frameworks) remain the exclusive intellectual property of KG.

8.2. The Client receives a non-exclusive, non-transferable licence to use the deliverables produced specifically for its engagement (reports, action plans, diagnostic results, recommendations) for its own internal purposes. This licence does not extend to the underlying methodologies, tools, or frameworks.

8.3. The Client may not reproduce, distribute, sublicense, or make available to third parties any KG proprietary material without the prior written consent of KG.

8.4. Pre-existing intellectual property of either party remains the sole property of that party. Nothing in these GTC transfers ownership of pre-existing intellectual property.

9.1. Each party undertakes to treat as confidential all information received from the other party in the course of the engagement that is not publicly available, including business data, operational information, strategic plans, financial data, and proprietary methodologies.

9.2. This confidentiality obligation applies during the engagement and for a period of five (5) years following its conclusion, unless a separate Non-Disclosure Agreement signed between the parties specifies a different duration, in which case the NDA provisions prevail.

9.3. Confidential information may be disclosed only to employees, associate partners, or subcontractors of the receiving party who have a legitimate need to know and who are bound by equivalent confidentiality obligations.

9.4. This obligation does not apply to information that: (a) was already known to the receiving party prior to disclosure; (b) becomes publicly available through no fault of the receiving party; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order, provided the disclosing party is notified promptly.

10.1. KG collects and processes personal data in accordance with the General Data Protection Regulation (EU) 2016/679 (GDPR) and applicable Serbian data protection legislation.

10.2. Personal data collected through the website (contact forms, newsletter subscriptions) is limited to: first name, last name, email address, company name, job title, company size, country, phone number, and message content.

10.3. This data is processed for the following purposes:

• Responding to enquiries and managing client relationships
• Sending requested communications (newsletter, insights)
• Preparing and executing consulting engagements

10.4. Personal data is not sold, rented, or shared with third parties for commercial purposes. Data may be shared with KG associate partners and subcontractors strictly as necessary for the execution of an engagement, subject to equivalent confidentiality and data protection obligations.

10.5. Data subjects have the right to access, rectify, delete, restrict processing, or port their personal data. Requests should be directed to: contact@kalosgeneris.com.

10.6. The website uses Google Analytics 4 for traffic analysis. Analytics data is collected only after the user has given explicit consent via the cookie consent banner.

11.1. KG undertakes to perform its services with reasonable professional skill, care, and diligence. KG provides advisory services and recommendations based on the information made available by the Client. KG does not guarantee specific business outcomes, financial results, or certification decisions by third-party bodies.

11.2. The total aggregate liability of KG arising out of or in connection with an engagement is limited to the total fees actually paid by the Client for the specific engagement giving rise to the claim.

11.3. KG shall not be liable for any indirect, consequential, incidental, or punitive damages, including loss of profit, loss of revenue, loss of data, loss of business opportunity, or reputational damage, even if KG has been advised of the possibility of such damages.

11.4. KG shall not be liable for delays, errors, or failures resulting from: (a) inaccurate, incomplete, or late information provided by the Client; (b) decisions taken by the Client independently of KG recommendations; or (c) actions of third parties beyond the reasonable control of KG.

12.1. Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, pandemics, armed conflict, government actions, sanctions, strikes, infrastructure failures, or cyber-attacks (“Force Majeure Event”).

12.2. The affected party shall notify the other party in writing within seven (7) calendar days of becoming aware of the Force Majeure Event, specifying its nature and expected duration.

12.3. If the Force Majeure Event persists for more than sixty (60) calendar days, either party may terminate the engagement by written notice. In such case, the Client pays for all services delivered prior to the termination date.

13.1. The Client undertakes not to directly or indirectly solicit, recruit, or enter into a direct contractual relationship with any KG employee, associate partner, or freelance professional who has been involved in the delivery of services to the Client, during the engagement and for a period of twenty-four (24) months following the conclusion of the engagement.

13.2. In the event of breach of this clause, the Client agrees to pay KG a contractual indemnity equal to twelve (12) months of the solicited individual’s daily rate as applied during the engagement, multiplied by twenty (20) working days per month.

13.3. This clause does not prevent the Client from hiring individuals who respond to public job postings without direct solicitation, provided that no KG team member facilitated the introduction.

14.1. These GTC and all engagements governed by them are subject to the laws of the Republic of Serbia.

14.2. Any dispute arising from or in connection with these GTC or any engagement shall first be subject to good faith negotiation between the parties for a period of thirty (30) calendar days from the date of written notification of the dispute.

14.3. Failing resolution through negotiation, disputes shall be submitted to the exclusive jurisdiction of the competent courts of Belgrade, Republic of Serbia.

15.1. These GTC, together with the signed proposal or engagement letter, constitute the entire agreement between KG and the Client with respect to the services described therein. They supersede all prior discussions, representations, and understandings.

15.2. Any amendment to these GTC or to a signed engagement must be made in writing and signed by both parties.

15.3. If any provision of these GTC is found to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect.

15.4. The failure of either party to enforce any provision of these GTC does not constitute a waiver of that provision or the right to enforce it subsequently.

15.5. The Client may not assign or transfer its rights or obligations under an engagement without the prior written consent of KG.

15.6. Headings in these GTC are for convenience only and do not affect interpretation.