Terms of Engagement

1. Basis of Engagement

These terms govern advisory, design, coordination, and implementation oversight services provided by Forma Flaga. Each client engagement is further defined by a written Engagement Letter, proposal, statement of work, or other written agreement describing the relevant scope, deliverables, assumptions, timeline, and commercial terms. In the event of any conflict, the specific written engagement document prevails for that engagement.

2. Scope of Services

Forma Flaga provides corporate architecture services, including structural analysis, multi-jurisdiction scenario design, tax and substance modelling, implementation planning, project management, and coordination of specialist providers across relevant jurisdictions. Unless expressly included in writing, our scope does not extend to litigation, formal legal representation, regulated investment activity, independent audit, tax return preparation, statutory filings, or any reserved professional act that must legally be carried out by a licensed local provider.

3. How We Work

Our role is to design the structure, define the execution logic, manage the moving parts, and maintain continuity across jurisdictions. Where a matter requires legal, tax, accounting, fiduciary, immigration, compliance, licensing, banking, or corporate administration work in a specific jurisdiction, that work may be performed by appropriately qualified third-party specialists. Forma Flaga may recommend, brief, manage, and coordinate such providers as part of the agreed scope, so that the client is not left to manage multiple advisors independently.

4. Fees

Fees are stated in the applicable engagement documents and may be structured as fixed fees, milestone fees, management fees, implementation fees, retainer fees, success-based fees, or a combination of these. Any third-party fees, government charges, filing costs, notarial costs, translation costs, courier costs, or other disbursements are payable as stated in the relevant engagement documents. Unless otherwise agreed in writing, invoices are due within 14 days of issue.

5. Client Responsibilities

The client is responsible for providing complete, accurate, and timely information, documents, instructions, and approvals necessary for the engagement. Forma Flaga may rely on information supplied by the client or by the client's existing advisers unless we have actual knowledge that such information is materially incomplete or inaccurate. Delays, omissions, or inaccuracies in client-supplied information may affect timing, scope, viability, and outcomes.

6. Confidentiality

Forma Flaga treats client information as confidential and does not disclose client identities, structures, documents, or strategy to third parties except where disclosure is required by law, necessary for the performance of the engagement, or authorised by the client. Where local providers are engaged as part of the project, relevant information may be shared with them on a need-to-know basis for execution of the mandate. We expect equivalent professional confidentiality standards from providers engaged within the project.

7. Nature of Advice and Third-Party Work

Forma Flaga is not engaged as a law firm, tax practice, audit firm, or regulated financial institution unless expressly stated otherwise in writing. Our work consists of strategic analysis, professional judgment, structural design, implementation oversight, and coordination. Any formal legal opinion, tax opinion, tax filing, regulatory filing, audit opinion, statutory certification, or other reserved professional act remains the responsibility of the licensed provider who issues, signs, or files it. Recommendations and structures should be understood in that context.

8. Responsibility and Liability

Where Forma Flaga selects, introduces, briefs, manages, or coordinates lawyers, accountants, corporate service providers, fiduciaries, banking specialists, or other third-party experts as part of the agreed scope, we remain responsible to the client for the quality of our own judgment, project leadership, coordination, and integration of that work into the overall engagement. However, we do not warrant or guarantee any particular legal, tax, regulatory, banking, immigration, or commercial result. This includes, without limitation, registrations, licences, permits, filings, residency outcomes, substance assessments, tax authority treatment, account opening decisions, compliance approvals, or the actions of public authorities, financial institutions, or counterparties. Forma Flaga's aggregate liability arising out of or in connection with a specific engagement is limited to the fees paid to Forma Flaga for that engagement. We are not liable for indirect, consequential, incidental, special, exemplary, or punitive damages, or for losses caused by events outside our reasonable control. Nothing in these terms limits liability for fraud, wilful misconduct, gross negligence, or any liability that cannot lawfully be excluded.

9. Intellectual Property

Upon payment of the applicable fees, the client may use the final work product delivered for the client's internal decision-making and implementation purposes. Forma Flaga retains ownership of its underlying methodologies, analytical frameworks, models, templates, internal tools, know-how, and pre-existing materials. Unless the client objects in writing, Forma Flaga may describe the general category of work performed in anonymised form, without identifying the client or disclosing confidential details.

10. Termination

Either party may terminate an engagement by written notice, subject to any notice periods, milestones, or committed third-party costs stated in the applicable engagement documents. On termination, the client remains responsible for fees and costs attributable to work performed, time committed, and third-party obligations incurred up to the effective termination date. Forma Flaga will deliver any completed deliverables for which payment has been made and will provide reasonable handover information for active workstreams within scope.

11. Governing Law

These terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of Portugal, unless a specific engagement document states otherwise. Any dispute that cannot be resolved amicably shall be submitted to the competent courts of Lisbon, Portugal, unless otherwise agreed in writing.

12. Updates to These Terms

Forma Flaga may update these terms from time to time. The version in effect at the time a specific engagement is entered into will govern that engagement, unless the parties agree otherwise in writing.

Questions about these terms?

Reach out before signing an Engagement Letter. We are happy to clarify any point.