Terms of Service — Happy Georgia

Terms of Service#

Last updated: 5 May 2026.

These Terms of Service govern your use of the Happy Georgia website and any advisory or operational services provided by Happy Georgia. By using the website or engaging us for services, you agree to these terms.

Service provider#

These services are provided by:

Happy Georgia 34 Nutsubidze Street 0170 Tbilisi, Georgia Email: admin@happygeorgia.ge

References to "we," "us," and "our" mean Happy Georgia. References to "you" and "your" mean the person or organisation using our website or engaging us for services.

Scope of services#

Happy Georgia provides advisory and operational services in connection with Georgian business structures, banking, residency, and supporting services. Our services span four practice pillars: Company Setup (Individual Entrepreneur, Limited Liability Company, Virtual Zone LLC, International Company status, Free Industrial Zone), Banking (personal and corporate account opening, brokerage accounts, remote opening through Power of Attorney), Residency and Permits (work permits, legal residency, tax residency, visa and entry, citizenship), and supporting Services (accounting, tax consultation).

The specific scope of any engagement is defined in writing at the start of that engagement. The information on our website is general informational content; it does not constitute specific advice for your situation and should not be relied upon as such without a formal engagement.

We are an independent advisory practice. We do not act as legal counsel before courts or regulators. We do not file directly with tax authorities on your behalf without a defined Power of Attorney. We do not sell financial products on commission. We do not maintain referral or kickback arrangements with banks, financial institutions, or other service providers.

No engagement until written agreement#

A free initial consultation does not constitute a contract or create any obligation on either side. Engagement begins only when both parties agree in writing on the scope of work and the fees. Until then, we owe you no advisory duties beyond the information explicitly provided in the consultation itself.

What we deliver and what we do not#

We deliver. Strategic guidance grounded in Georgian law and regulatory practice as understood at the time of advice. Operational execution of agreed scopes (company registration, bank account opening, residency applications, accounting and tax filing, regulatory licence applications). Ongoing compliance support and consultation as defined in your engagement letter.

We do not deliver. Legal representation in Georgian courts or before regulators (we work alongside qualified Georgian counsel where this is needed). Advice on jurisdictions outside Georgia (we have a Georgian focus). Tax-evasion strategies or any structuring that we identify as inconsistent with applicable law. Real estate brokerage or property development services. Financial product brokerage or commission-based product sales.

Your obligations#

You agree to:

Provide accurate and complete information about your situation, business activities, source of funds, and any matters that materially affect our advice (existing legal proceedings, prior tax issues, regulatory restrictions in your home jurisdiction, and similar)
Respond promptly to our requests for documents and information needed to complete the agreed scope
Pay agreed fees in accordance with the schedule defined in each engagement letter
Use our services lawfully and in good faith
Comply with the applicable laws of your home jurisdiction regarding the matters on which we advise

If information you provide changes materially during an engagement, you agree to inform us promptly so we can adjust our advice accordingly.

Fees and payment#

Fees are agreed at the start of each engagement and are documented in an engagement letter that specifies the services in scope, the fees, and the payment schedule. Typical payment terms are: a deposit on engagement, the balance on completion of the agreed scope. Specific terms for ongoing engagements (monthly accounting, retainer-based consultation) are defined in the engagement letter.

Government fees, third-party costs (notarisation, apostille, courier, translation, regulator filing fees), and similar pass-through costs are typically billed in addition to our service fees, unless explicitly stated otherwise in the engagement letter.

We retain the right to suspend services for unpaid invoices after reasonable notice and opportunity to cure.

Limitation of liability#

To the maximum extent permitted under Georgian law, our liability for any specific engagement is limited to the fees paid for that engagement. We do not accept liability for:

Losses arising from changes in Georgian or foreign law that occur after our advice was given
Outcomes of engagements outside the agreed scope
Decisions you make based on our advice that produce unfavourable outcomes for reasons unrelated to the advice itself (changes in your circumstances, your home-jurisdiction tax authority's positions, market conditions, and similar)
Third-party actions outside our control (banks declining account applications, Revenue Service rulings or audits, regulator decisions, government policy changes)
Indirect, consequential, or special damages, including loss of profits, business opportunity, or goodwill

This limitation does not exclude liability for matters that cannot be excluded under Georgian law, including liability for intentional misconduct or gross negligence under the Civil Code of Georgia.

Confidentiality#

We treat all information you share with us as confidential. We do not disclose client information to third parties except:

As required by Georgian law (court orders, regulatory requests, anti-money-laundering reporting where applicable)
With your express consent for specific purposes
To sub-contractors (Georgian counsel, accountants, translators, notaries) who are themselves bound by confidentiality and who need the information to perform the agreed work

We expect reciprocal confidentiality from you regarding our methods, fees, internal documents, and any other proprietary information we share.

Intellectual property#

Materials produced by Happy Georgia in the course of an engagement (memoranda, opinions, structuring recommendations, custom-drafted templates) remain our intellectual property. You receive a perpetual, non-exclusive, non-transferable licence to use those materials for the purpose of the engagement and for your own internal business purposes.

The Happy Georgia website content, including text, structure, and design, is our intellectual property under Georgian copyright law. You may quote brief excerpts with attribution; you may not republish substantial portions without written permission.

Anti-money-laundering#

Where applicable to our engagement, we conduct customer due diligence in accordance with Georgian anti-money-laundering law. This may include verifying your identity, source of funds, and beneficial ownership. We may decline or terminate engagements where due diligence raises concerns we cannot satisfactorily resolve, and we may have reporting obligations under applicable Georgian AML law that override our general confidentiality commitments.

Termination#

Either party may terminate an engagement at any time with reasonable written notice. Fees for work already performed remain payable. Fees prepaid for work not yet performed are refundable on a pro-rata basis, less reasonable wind-down costs.

We may terminate immediately if you materially breach these terms or your engagement letter, if you fail to provide information necessary for our work, if continuing would cause us to breach Georgian law or our professional obligations, or if continuing would create unmanageable conflict of interest.

Governing law and jurisdiction#

These Terms of Service are governed exclusively by the laws of Georgia. Any dispute arising from or in connection with our engagement is subject to the exclusive jurisdiction of the courts of Tbilisi, Georgia. Where amicable resolution is possible, we prefer that path before formal proceedings; we are willing to engage in good-faith negotiation or mediation as a first step in any dispute.

Severability#

If any provision of these terms is found to be unenforceable under Georgian law, the remaining provisions continue in effect. The unenforceable provision is interpreted to give the closest possible effect to the original intent within the limits of enforceability.

Changes to these terms#

We may update these terms from time to time. Changes apply prospectively, not retroactively to existing engagements (which continue to be governed by the terms in effect at engagement start). The "Last updated" date at the top reflects the most recent revision.

For material changes that affect ongoing engagements, we will provide reasonable notice and the opportunity to terminate without penalty if you do not agree to the changes.

Contact#

For questions about these Terms of Service or our engagement, contact us at:

Happy Georgia 34 Nutsubidze Street 0170 Tbilisi, Georgia Email: admin@happygeorgia.ge

These Terms of Service are written to reflect Happy Georgia's actual service practice and to be defensible under Georgian law. They are subject to review by qualified Georgian legal counsel before being treated as final for any particular engagement.