Terms of Service

1. Parties & Brand

These Terms of Service ("Terms") form a binding agreement between you ("you", the "Customer") and Ronin Holdings LLC, a limited liability company formed in the State of Texas, USA ("Ronin", "we", "us", the "Company"). Ronin operates the "Shërbime Kontabiliteti" brand and the website at sherbimekontabiliteti.al (the "Platform"). When you contract for any service offered through the Platform, your contract is with Ronin, and Ronin is the party responsible to you for the operation of the Platform and the commercial relationship.

The professional accounting and tax work delivered through the Platform is performed by Valbona Xhanaj, an Albanian-established certified tax and customs consultant (the "Accountant"). The Accountant delivers the professional service as an independent professional acting under her own statutory and professional obligations. She is not our employee, partner, agent, or processor, and she is a separate and independent controller of personal data with respect to the professional work she performs (for example, tax filings and statutory record-keeping). Nothing in these Terms makes the Accountant a party to your contract with Ronin.

2. The Services

The Platform offers the following services (each a "Service"):

• Consultation — a paid consultation (currently priced at €30) in which your situation is reviewed and you receive general guidance and a recommended path.
• Monthly retained accounting — ongoing bookkeeping and tax-compliance support provided on a recurring monthly basis under an agreed scope.
• Registered-agent (RA) service — acting as a registered contact/representative for a business in Albania, subject to a separate scope and any legally required documentation (including notarized authority where applicable).
• Company formation — assistance with establishing a company in Albania.

The precise scope, deliverables, and price of each Service are described at the point of purchase or in a separate written engagement. Where a separate engagement or order confirmation conflicts with these Terms on scope or price, the separate engagement controls for that matter; these Terms govern in all other respects.

3. Eligibility & Account

To use the Services you must be at least 18 years old and able to enter into a binding contract. If you contract on behalf of a company or other entity, you represent that you are authorised to bind that entity, and "you" and "Customer" then refer to that entity.

If the Platform provides you with an account or access credentials, you are responsible for keeping them confidential and for all activity under them. You agree to provide accurate, current, and complete information and to keep it up to date. We may suspend or terminate access if information is materially inaccurate or if credentials are misused.

4. Acceptance of Terms

You accept these Terms by ticking the acceptance box and/or clicking to proceed at checkout or during onboarding. This is a clickwrap agreement: your affirmative action indicates that you have read, understood, and agree to be bound by these Terms and the policies they reference. We record the version of the Terms you accepted together with the date and time of acceptance, and you agree that this record is evidence of your agreement. If you do not agree, do not tick the box, proceed to checkout, or use the Services.

5. Payment Terms

• Methods. We accept payment by card via Stripe and by bank transfer via Wise or ordinary bank transfer, as offered at checkout. Local Albanian clients may be offered bank transfer or other locally available rails.
• Currencies. Prices may be shown and charged in EUR or another supported currency. Where a Service is priced in Albanian Lek (ALL), it is settled by bank transfer or cash, because card processing cannot settle in Lek. You are responsible for any currency-conversion or bank charges applied by your payment provider.
• Payment term. Unless a different term is stated on the invoice or in your engagement, invoices are due within fifteen (15) days of the invoice date. We may pause or withhold delivery of a Service where undisputed fees remain overdue.
• Taxes and fees. Unless stated otherwise, prices are exclusive of any applicable taxes, duties, or third-party fees. You are responsible for any such taxes or fees arising in connection with your purchase, other than taxes on our own net income.

6. Acceptable Use

You agree to use the Platform and the Services lawfully and in good faith. You must not:

• use the Services to commit or facilitate fraud, tax evasion, money laundering, or any other unlawful act;
• provide false, forged, or misleading identity, financial, or source-of-funds information;
• attempt to gain unauthorised access to the Platform, other users' data, or our systems, or interfere with their normal operation;
• scrape, copy, or reuse Platform content except as expressly permitted; or
• submit malicious code or use the Platform in a way that could damage, disable, or impair it.

We may suspend or terminate access for conduct that breaches this section or that we reasonably believe exposes us, the Accountant, or other users to legal or security risk.

7. The "Pyet" AI Assistant

The Platform may offer an AI assistant ("Pyet") that answers general questions about Albanian accounting and tax topics. Pyet is provided for information only. It is not professional, legal, tax, or accounting advice, it does not create a professional-client relationship, and we do not guarantee that its answers are accurate, complete, or current. Automated systems can be wrong. You must not rely on Pyet for any decision affecting your tax position, filings, or legal obligations; decisions of that kind require a paid consultation with the Accountant, who reviews your specific situation. Your use of Pyet is at your own risk and subject to these Terms and the professional-advice disclaimer below.

8. Anti-Money-Laundering (AML) & Know-Your-Customer (KYC)

Ronin and the Accountant are each an "obliged entity" under Albanian anti-money-laundering law (Law No. 9917/2008 "On the prevention of money laundering and terrorist financing") — Ronin in respect of the registered-agent and company-formation services (Neni 3, letter 'll') and the Accountant in respect of the accounting services (Neni 3, letter 'n'). We are therefore required to perform customer due diligence and to keep records. To meet these obligations we may require you to provide, and to keep current, identity documents, ownership/beneficial-owner information, and evidence of source of funds, and we may verify this information.

• We may decline to begin, may pause, or may terminate a Service where due-diligence requirements are not met, where information cannot be verified, or where we are otherwise required to do so by law.
• Ronin and the Accountant keep AML/KYC records for five (5) years after the end of the business relationship, in accordance with Law No. 9917/2008, Neni 16.
• Where required by law, we may report to the Albanian Financial Intelligence Agency (AIF) and may be prohibited from informing you of such a report.

9. Intellectual Property

The Platform, its content, design, text, graphics, guides, and software (excluding your own data and documents) are owned by Ronin or its licensors and are protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform and the deliverables we provide, solely for your own internal or personal use in connection with the Services. You may not copy, resell, sublicense, publish, or create derivative works from Platform content except as expressly permitted or required by law. You retain ownership of the data and documents you provide, and you grant us the licence needed to use them to deliver the Services.

10. Professional-Advice Disclaimer

General information published on the Platform — including guides, articles, FAQ content, and Pyet responses — is provided for general educational purposes and reflects our understanding at the time of publication. It is not a substitute for advice on your specific situation. Tax and accounting rules change and apply differently depending on your facts. Only a paid engagement with the Accountant, based on your actual circumstances, constitutes professional advice you may rely on. To the extent permitted by law, we are not responsible for actions you take based on general information alone.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RONIN HOLDINGS LLC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES — INCLUDING CLAIMS ARISING FROM OUR OWN NEGLIGENCE — SHALL NOT EXCEED THE TOTAL FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, OR GOODWILL, INCLUDING SUCH DAMAGES ARISING FROM OUR OWN NEGLIGENCE, EVEN IF ADVISED OF THE POSSIBILITY.

Nothing in these Terms limits liability for: (i) gross negligence; (ii) willful or intentional misconduct; (iii) fraud or fraudulent misrepresentation; (iv) death or personal injury caused by negligence; or (v) any liability that cannot be limited or excluded under applicable law.

12. Anti-Reliance & Entire Agreement

These Terms, together with the policies they reference (including the Privacy Policy, the Refund & Withdrawal Policy, and, where applicable, the Data Processing Agreement), constitute the entire agreement between you and us regarding the Services and supersede all prior or contemporaneous understandings, communications, and proposals, whether oral or written. Each party agrees that in entering into this agreement it has not relied on, and has no remedy in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not expressly set out in these Terms or the referenced policies. Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation. This clause does not apply to, and does not waive, any non-excludable statutory right of a Consumer.

13. Refunds

Refunds, cancellations, and — for Consumers — the statutory right of withdrawal are governed by our Refund & Withdrawal Policy, which is incorporated into these Terms by reference. Please read that policy for the applicable conditions, timeframes, and how to exercise your rights.

14. Data Protection / DPA

How we handle personal data is described in our Privacy Policy, which is incorporated by reference. Where we process personal data on behalf of a Business Customer (for example, data about that customer's own employees or clients) as part of a Service, that processing is also governed by our Data Processing Agreement, which is incorporated into these Terms by reference and applies to such processing. As noted above, the Accountant acts as a separate and independent controller for the professional work she performs and for the statutory obligations attached to it.

15. Consumer Rights & Savings Clause

A "Consumer" is a natural person acting outside any trade, business, craft, or profession (Law 9902/2008, Neni 3(6)). If you are a Consumer, you have a 14-day right of withdrawal from the day the service contract is concluded, as set out in the Refund & Withdrawal Policy, subject to the conditions there (including the loss of that right where you gave prior express consent to begin a fully performed service and acknowledged losing the right).

If you are a Consumer, nothing in these Terms deprives you of the protection of the mandatory provisions of the consumer-protection or data-protection law of your country of habitual residence, and you may bring proceedings in the courts of that country where local law so requires.

The consumer-specific rights in this section and in the Refund & Withdrawal Policy apply to Consumers only. Business Customers are not entitled to the statutory consumer withdrawal right or other consumer-only protections.

16. Term & Termination

These Terms apply from the moment you accept them and continue while you use the Services. One-off Services (such as a consultation or company formation) conclude when the Service is delivered. Recurring Services (such as monthly retained accounting or the registered-agent service) continue until cancelled in accordance with your engagement.

• You may stop using the Platform at any time and may cancel a recurring Service on the notice stated in your engagement (or, absent a stated period, on reasonable notice effective at the end of the current billing month).
• We may suspend or terminate a Service for material breach of these Terms, non-payment of undisputed fees, failure to meet AML/KYC requirements, or where required by law. Where practicable and lawful, we will give notice and an opportunity to cure.
• On termination, accrued fees remain payable, and provisions that by their nature should survive — including intellectual property, disclaimers, limitation of liability, indemnification, anti-reliance/entire agreement, AML/KYC record-keeping, governing law, third-party beneficiaries, and any statutory retention obligations — survive termination.

17. Governing Law & Forum

These Terms are governed by the laws of the State of Texas, USA, without regard to conflict-of-laws rules. The state courts located in Texas (and the federal courts sitting in Texas where they have jurisdiction) shall have exclusive jurisdiction, subject to the consumer savings clause in the Consumer Rights section and the mandatory-law reservation in this section. The consumer savings clause in Section 15 prevails over this Section for Consumers, and nothing in this Section overrides the mandatory consumer-protection or data-protection law of a Consumer's country of habitual residence.

18. Severability

If any provision of these Terms (for example, a carve-out or a part of the limitation of liability) is held invalid, illegal, or unenforceable, that provision is modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, is severed. The remaining provisions continue in full force and are enforced to the maximum extent permitted by law.

19. Indemnification

You agree to indemnify, defend, and hold harmless Ronin, the Accountant, and their respective personnel from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) and any regulatory or tax penalties arising out of or related to: (i) your breach of these Terms or the referenced policies; (ii) false, forged, incomplete, or unlawful information you provide; (iii) your violation of any anti-money-laundering, tax, or other applicable law; or (iv) any data, documents, or intellectual property you upload or submit that is unlawful or infringes the rights of a third party. We will notify you of any such claim and may, at our option, participate in its defence with counsel of our choosing. This section does not apply to, and does not waive, any non-excludable statutory right of a Consumer.

20. Force Majeure

Neither party is liable for any delay or failure to perform — other than an obligation to pay money — caused by events beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, epidemics, strikes, failures or outages of government portals or registries (such as QKB, DPT, or e-Albania), failures of payment processors or banks, telecommunications or internet failures, and acts of any governmental or regulatory authority. The affected party will notify the other and use reasonable efforts to resume performance. If a force-majeure event continues for a prolonged period, either party may terminate the affected Service on notice, without liability, subject to payment of amounts already due.

21. Assignment

You may not assign or transfer these Terms or any of your rights or obligations under them without our prior written consent. We may assign or transfer these Terms, in whole or in part, to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of our assets or business, on notice to you. These Terms bind and benefit the parties and their permitted successors and assigns.

22. Notices

Notices to you are given by email to the address associated with your account or order and are deemed received when sent. Notices to us must be sent by email to the address published on the Platform (currently info@sherbimekontabiliteti.al) and are deemed received on the next business day after sending. It is your responsibility to keep your contact email current.

23. Electronic Communications & Signatures

You consent to receive agreements, notices, disclosures, invoices, and other communications from us electronically — by email, through the Platform, or by other electronic means — and you agree that electronic delivery satisfies any legal requirement that such communications be in writing. You agree that your electronic acceptance, records, and signatures have the same legal effect as handwritten signatures and paper records, and that electronic records and signatures satisfy any requirement of a writing or a signature under applicable law (including, where relevant, the U.S. ESIGN Act and applicable UETA). You may withdraw this consent only by ceasing to use the Services, which may prevent us from providing them.

24. No Waiver

No failure or delay by either party in exercising any right or remedy under these Terms operates as a waiver of that or any other right or remedy, and no single or partial exercise of a right or remedy prevents any further exercise of it. A waiver is effective only if given in writing, and a waiver of one breach is not a waiver of any subsequent breach.

25. Third-Party Beneficiaries

These Terms are for the benefit of you and Ronin only, and no person other than the parties acquires any right under them, except that the Accountant and Ronin's personnel may rely on and enforce the disclaimer, limitation-of-liability, and indemnification provisions of these Terms as if they were parties to them.

26. Changes to Terms

We may update these Terms from time to time. For non-material changes (such as clarifications or contact details), we will post the updated Terms with a new version and date. For material changes — those that meaningfully affect your rights or obligations — we will give you fresh notice and ask for your affirmative assent before those changes apply to you; continued use alone does not bind you to material changes. We keep a record of the version and date of the Terms you accepted.