Legal documents
General Terms of Business
These terms govern the paid legal, tax and intellectual property services we provide on the basis of a proposal.
Effective from: 8 November 2026
1. Introductory provisions
These general terms of business (the terms) govern the rights and obligations of the provider and the client in the provision of legal and tax advisory services and intellectual property representation services (the services) and the remuneration for these services. They also govern the protection of confidential information and personal data that the parties disclose to each other.
The provider of the services (the provider) is:
Kiroptera Consulting, Robert Babić s.p.
Vojkova cesta 63, 1000 Ljubljana, Slovenia
registration number: 9770712000
tax number: 76242943
email: info@kiroptera.com
phone: +386 70 847 845
The client is a legal or natural person who orders services from the provider. A consumer is a natural person who orders services for purposes outside their trade, business or profession. The provider and the client are together referred to as the parties.
These terms are general terms within the meaning of Article 120 of the Slovenian Obligations Code (OZ) and form an integral part of every proposal and contract for services. Where a proposal or another written agreement of the parties differs from these terms, the proposal or written agreement prevails. The use of the website and of free services, including the free consultation, is governed by the Terms of Use.
2. Conclusion of the contract
The presentation of services and prices on the website is not an offer to conclude a contract. On the basis of an enquiry, the provider sends the client a written proposal describing the services, the price and the deadlines.
The contract is concluded when the client expressly accepts the proposal in writing by email. By accepting the proposal, the client confirms that they have read and agree to these terms.
A consumer confirms the order with the statement “I confirm the order with an obligation to pay” or another unequivocal statement showing that they are aware of the obligation to pay. Within a reasonable time after the conclusion of the contract, and at the latest before performance begins, the provider sends the consumer a confirmation of the contract on a durable medium, as a rule by email.
3. Status of the provider and scope of services
The provider performs legal and tax advisory services and intellectual property representation services. The provider is not a law firm and does not perform attorney-at-law services within the meaning of the Slovenian Attorneys Act (ZOdv).
Where representation before courts is required, the provider, in agreement with the client, refers the matter to a partner law firm authorised to practise in the jurisdiction where the proceedings take place. The costs of such representation are invoiced directly between the client and the law firm and are not part of the proposal.
4. Rights and obligations of the provider
The provider performs the services in accordance with the order, issues an invoice for the services performed and is entitled to payment.
The provider may refuse to perform a service if it considers the service contrary to law, morality, public order or the professional standards binding on it, if it lacks sufficient knowledge or resources to perform the order, or if a conflict of interest exists. The provider notifies the client of the refusal within five business days of becoming aware of the reason for refusal.
The provider performs the services with the care of a diligent professional. All obligations of the provider are obligations of best efforts, unless expressly agreed otherwise in writing or unless the nature of the service requires otherwise.
The provider does not guarantee the success of registrations of intellectual property rights, the grant of regulatory authorisations, the outcome of any tax or other administrative proceedings, or the acceptance of its legal positions by public authorities or courts. The provider’s opinions are based on the prevailing interpretation of the law on the date of the opinion and may change as a result of later changes in legislation, case law or the positions of the competent authorities.
5. Liability
The parties exclude the provider’s liability for defects, unless the provider knew of the defect and intentionally concealed it from the client.
To the extent permitted by applicable law, the provider’s liability for any business, direct or indirect, pecuniary or non-pecuniary damage incurred by the client in connection with the services is excluded. The provider’s liability is limited to the amount of remuneration the provider received for the specific service from which the damage arises.
The exclusion and limitation of liability under this section do not apply to damage caused by the provider intentionally or through gross negligence (Article 242(1) OZ) and do not limit the rights that mandatory rules grant to consumers.
6. Rights and obligations of the client
The client provides the provider in good time with all information and documentation and the means necessary for the smooth performance of the services, and pays for the services in accordance with the invoice issued.
The client is responsible for the accuracy and completeness of the information and data provided. The provider is not liable for errors or damage arising from inaccurate, incomplete or untrue information provided by the client.
The client may dispute an invoice within eight days of receiving it.
7. Prices and payment
The prices of the services are set out in the proposal. Where the proposal does not set a fixed price, the services are invoiced according to the billable hours actually worked at the hourly rate stated in the proposal. Estimates of hours in the proposal are indicative.
The provider is identified for VAT purposes in Slovenia (VAT identification number SI76242943) but, as a small taxable person, is exempt from charging VAT under Article 94(1) of the Slovenian VAT Act (ZDDV-1), so no VAT is charged. Any withholding tax, import VAT or other indirect tax owed in the client’s jurisdiction is borne by the client.
For one-off projects, the services are paid in full before performance begins, unless the parties agree otherwise. For monthly packages and the data protection officer service, payment is made monthly at the beginning of the billing month. Invoices are payable within eight days of issue.
In the event of late payment, the provider requests payment in writing and sets an additional period of five business days. If the client does not pay within the additional period, the provider may suspend the services until the amounts due are paid, withhold work product not yet delivered, or withdraw from the contract. In any event, the client must pay for the services already performed. Statutory default interest accrues from the due date until payment.
The price does not include administrative and court fees, official fees such as those of SIPO, EUIPO or WIPO, or the costs of translations, court experts, notaries and other third-party providers. These costs are borne directly by the client.
Additional services not included in the proposal are agreed in advance and invoiced at the hourly rate stated in the proposal, unless the parties agree otherwise in writing.
8. Monthly packages
Monthly packages are intended for companies and sole traders. A package includes a set number of billable hours per month. The provider performs the work when the client orders it. Reviews, plans and training requested by the client count towards the package hours.
Unused hours do not carry over to the next month at the end of the billing month. Exceptionally, the parties may agree in writing to carry over up to 20% of unused hours to the next month.
When the package hours have been used up, the provider informs the client. Hours beyond the package are invoiced at the hourly rate stated in the proposal, but only with the client’s consent.
Either party may terminate a monthly package by written notice with a notice period of 30 days.
If the full annual amount of a package is paid in advance, the provider grants a 10% discount. In that case, termination before the end of the prepaid period is not possible and the amount paid is not refunded.
9. Data protection officer
Where the provider acts as the client’s data protection officer, it performs these tasks independently in accordance with Articles 37 to 39 of the General Data Protection Regulation (GDPR). Where the provider also acts as the client’s legal adviser, the two roles are clearly separated. Where the opinion of the data protection officer differs from the advisory opinion, the opinion of the data protection officer prevails in matters within its competence. The client ensures the data protection officer unhindered access to information and independent judgement. The parties set out the separation of roles in more detail in a separate annex to the contract.
10. Conflict of interest
Before accepting an engagement, the provider checks whether a conflict of interest exists. It may refuse or discontinue the services if it finds that a conflict of interest with another of its clients exists or may arise.
The client discloses to the provider all circumstances that could give rise to a conflict of interest, in particular if the opposing party in a matter is already a client of the provider or a person connected with it.
11. Prevention of money laundering and terrorist financing
In certain cases the provider is an obliged entity under the Slovenian Prevention of Money Laundering and Terrorist Financing Act (ZPPDFT-2). Where necessary to comply with its legal obligations, it may request identification documents, information on the legal representative and the beneficial owner, and information on the source of funds from the client.
The client provides the requested information and documentation. If the client does not provide it, or if there is a suspicion of money laundering or terrorist financing, the provider may refuse to commence the services or terminate the cooperation.
The client acknowledges that, in the circumstances prescribed by law, the provider reports suspicious transactions to the Office for Money Laundering Prevention of the Republic of Slovenia and that such a report does not breach the confidentiality obligations.
12. Subcontractors
The provider may engage subcontractors for specific tasks, including notaries, translators, partner law firms, tax specialists in other jurisdictions and technical experts. The costs of subcontractors not included in the price of the proposal are borne directly by the client. The provider is responsible for the performance of services within its own sphere and is liable for the work of subcontractors in accordance with the general rules of the law of obligations.
13. Intellectual property rights
Each party retains its own intellectual property rights.
Upon full payment for the relevant service, the client obtains a non-exclusive, perpetual and non-transferable licence to use the work product delivered by the provider, including legal opinions, contracts, policies and registration documents, for its internal purposes. Where the work product is by its nature intended for use with third parties, such as contracts, general terms or website policies, the licence also covers its use, execution and publication for that purpose.
Templates, methodologies, frameworks, checklists and other working tools used by the provider remain the exclusive property of the provider, whether they existed before the cooperation or were developed during it.
For references, including on the website and social media, the parties may use each other’s distinctive signs, namely the business name, logo, symbol and trade mark, if they expressly agree to this in the proposal. The name of a natural person is published as a reference only with that person’s specific consent, which may be withdrawn at any time.
14. Protection of personal data
In performing the contract, the parties process and exchange their own personal data and personal data of third parties. They obtain and process the data in accordance with applicable law, including the General Data Protection Regulation (GDPR) and the Slovenian Personal Data Protection Act (ZVOP-2), and with the provider’s Privacy Policy.
Where the provider processes personal data on behalf of the client in the course of the services, the provider acts as processor within the meaning of Article 28 GDPR and the client acts as controller. This section applies to that processing.
14.1 Subject matter, duration and types of data
The subject matter of the processing is the personal data that the client provides to the provider or that becomes accessible to the provider in performing the services. The nature and purpose of the processing follow from the contract. The processing lasts for the duration of the contract, unless the law requires longer retention. The types of personal data are set out in Annex 1. The categories of data subjects are in particular the client’s employees, representatives, customers and business partners. The client does not provide the provider with special categories of personal data under Article 9 GDPR unless the parties expressly agree to this in writing.
14.2 Instructions and confidentiality
The provider processes personal data only on documented instructions from the client, unless required to do so by Union or Member State law to which the provider is subject. In that case, the provider informs the client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. The contract constitutes the complete documented instructions. Additional instructions must be given in writing and, where they require additional work, are invoiced at the provider’s hourly rate. The provider immediately informs the client if, in its opinion, an instruction infringes the GDPR or other data protection law.
Persons authorised by the provider to process personal data are bound by confidentiality under contract or law.
14.3 Security of processing
The provider implements appropriate technical and organisational measures to ensure a level of security appropriate to the risk (Article 32 GDPR), taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing.
14.4 Sub-processors
The client gives the provider a general written authorisation to engage sub-processors (Article 28(2) GDPR). The list of sub-processors is set out in Annex 2. The provider informs the client of any intended changes to the list, and the client may object in writing on justified grounds relating to data protection within 14 days of the notice. If the client does not object within that period, it is deemed to agree to the change. In the event of a justified objection, the parties seek an alternative solution. If no agreement is reached within a reasonable time, the provider may terminate the affected part of the services without liability for damages. The provider imposes equivalent data protection obligations on its sub-processors by contract.
14.5 Assistance and personal data breaches
Taking into account the nature of the processing, the provider assists the client by appropriate technical and organisational measures in responding to requests from data subjects under Chapter III GDPR and in complying with the obligations under Articles 32 to 36 GDPR. The provider notifies the client without undue delay after becoming aware of a personal data breach involving the client’s data and provides the information necessary for the client to comply with Articles 33 and 34 GDPR. Assistance beyond the provider’s legal obligations is invoiced at the provider’s hourly rate.
14.6 Return or deletion of data
After the end of the contract, the provider, at the choice of the client, deletes all personal data or returns it to the client and deletes existing copies, unless Union or Member State law requires the data to be stored. Backups overwritten in the regular maintenance cycles are deleted in accordance with the provider’s retention rules.
14.7 Audits
The provider makes available to the client all information necessary to demonstrate compliance with the obligations under Article 28 GDPR and allows for and contributes to audits, including inspections, conducted by the client or an auditor mandated by the client. An audit may take place once a year, on at least 30 days’ prior written notice, during normal business hours, at the client’s expense and after signing a non-disclosure agreement. The auditor may not be a direct competitor of the provider. An extraordinary audit is possible in the event of a justified and documented suspicion of a breach, under the same conditions.
14.8 Transfers to third countries
The provider may transfer personal data to third countries or international organisations only subject to appropriate safeguards under Chapter V GDPR, in particular on the basis of an adequacy decision of the European Commission or standard contractual clauses. The client authorises such transfers where they are necessary for the performance of the services.
14.9 Allocation of responsibilities
As between the parties, the provider’s liability in connection with the processing of personal data is limited in accordance with section 5 of these terms. The client, as controller, is responsible for the lawfulness of the processing, the determination of the legal basis, the instructions given to the provider and the information provided to data subjects.
15. Confidentiality
The parties keep all information relating to the contract and the services confidential for the duration of the contract and for ten years after its termination, and use it solely for the performance of the contract. They do not disclose confidential information to third parties unless the contract or the law so provides.
The confidentiality obligation does not apply to information that is or becomes publicly available through no breach by the recipient, that the recipient knew before disclosure without an obligation of confidentiality, that the recipient received from a third party not bound by confidentiality, or that the recipient developed independently.
For the use of confidential information in breach of this section, a contractual penalty of EUR 2,000.00 may be claimed. If the damage exceeds the contractual penalty, the difference up to full compensation may also be claimed.
Disclosure of information to the competent authorities under a legal obligation, including under ZPPDFT-2, does not constitute a breach of this section.
16. Force majeure
Neither party is liable for failure or delay in performing its obligations resulting from force majeure, including natural disasters, war, acts of terrorism, governmental measures, cyber incidents or extended infrastructure outages. The party affected by force majeure notifies the other party within three days of becoming able to do so.
17. Duration and termination
The contract enters into force when the client accepts the proposal and remains in force until the services are completed or for the duration of the monthly package.
The parties may terminate the contract by mutual agreement, and either party may terminate it by written notice with a notice period of 30 days. Section 8 applies to annual prepayment of a monthly package.
On termination, the obligation to pay for services already performed remains. The parties may set off their claims against the claims of the other party.
18. Consumers
The provisions of this section apply where the client is a consumer and prevail over the other provisions of these terms.
18.1 Right of withdrawal
The consumer has the right to notify the provider within 14 days that they are withdrawing from the contract, without giving any reason (Article 134 of the Slovenian Consumer Protection Act, ZVPot-1). For a service contract, the withdrawal period starts on the day the contract is concluded (Article 136(3) ZVPot-1).
The consumer sends the notice of withdrawal to info@kiroptera.com or to the provider’s address. They may use the form annexed to the Terms of Use or any other unequivocal statement showing that they are withdrawing from the contract. The withdrawal is in time if the notice is sent before the withdrawal period expires.
Upon withdrawal, the provider refunds all payments received to the consumer without delay and at the latest within 14 days of receiving the notice, using the same means of payment as the consumer used, unless the consumer expressly agrees otherwise (Article 143 ZVPot-1).
If the consumer expressly requested the provider to begin performing the service before the withdrawal period expired and then withdraws from the contract, the consumer pays the provider an amount proportionate to the service performed until the day the consumer informed the provider of the withdrawal (Article 141(3) ZVPot-1).
The consumer has no right of withdrawal once the provider has fully performed the service, if performance began with the consumer’s express prior consent and acknowledgement that they lose the right of withdrawal once the contract is fully performed (point 4 of Article 135 ZVPot-1).
18.2 Complaints and out-of-court dispute resolution
The consumer sends complaints to info@kiroptera.com or to the provider’s address. The provider confirms receipt of the complaint and replies to the consumer within eight business days at the latest.
The provider does not recognise any out-of-court consumer dispute resolution provider as competent to resolve disputes that a consumer could initiate under the Slovenian Out-of-Court Settlement of Consumer Disputes Act (ZIsRPS).
18.3 Liability for defects
The provider is liable for defects in the services performed in accordance with the Obligations Code and consumer protection rules. The consumer reports a defect to info@kiroptera.com and describes it as precisely as possible.
19. Cooperation and communication
The parties perform their obligations in good faith and with the care of a diligent business person, unless the contract or the law requires a higher standard of care.
Important communication under the contract, in particular notices, statements, requests, terminations, invoices, orders and proposed amendments, takes place in writing by email to the addresses stated in the proposal or by registered mail.
The parties refrain from any conduct that could harm the other party or the cooperation, such as defamation, circumventing the other party, misleading conduct, misrepresentation of information, disclosure of confidential information and other acts in bad faith.
20. Amendments to the terms
The provider may amend these terms. The current version is always published on this page. Amendments do not apply to contracts already concluded, except for monthly packages. For these, the provider notifies the client of the amendment in writing at least 30 days before it takes effect. If the client does not terminate the package by then, the client is deemed to accept the amendment. If the client terminates the package, the existing terms apply until the end of the notice period.
21. Final provisions
Amendments and supplements to the contract must be made in writing and confirmed by both parties, except for amendments to these terms for monthly packages under section 20. If any provision proves invalid, the remaining provisions remain in force.
The contract and these terms are governed by the law of the Republic of Slovenia. The parties seek to resolve any disputes amicably. If this is not possible, the court of competent subject-matter jurisdiction in Ljubljana has jurisdiction.
The choice of law and jurisdiction does not deprive a consumer of the protection afforded by the mandatory provisions of the law of the country of their habitual residence or of jurisdiction rights that cannot be excluded by contract.
The person who accepts the proposal on behalf of the client declares that they are authorised to do so.
Annex 1: Categories of personal data
Data necessary for the performance of the contract: full name, personal identification number, tax number, residential address, email address, telephone number, bank account number, bank statements, payment and non-payment data and other data necessary for the performance of the contract. Delivery: at the start of the business relationship and periodically thereafter.
Other data provided by the client for the performance of the contract or additional services. The parties determine the scope of such data by email before the transfer. Delivery: when circumstances require the processing of personal data.
Annex 2: List of sub-processors
Google Cloud EMEA Limited, Velasco, Clanwilliam Place, Dublin 2, Ireland, VAT number: IE3668997OH