Terms Of Use

Terms and Conditions

1. Purpose and Scope of Application

1.1. These Terms of Business are intended to govern the business relations between I.E. Manuel Masseret  registered in Georgia trading also under the name of « Happy Georgia » and its clients (“Client”). On the basis of these Terms of Business, I.E. Manuel Masseret shall provide the Client with various services such as the Formation / Incorporation of companies and businesses within the Jurisdiction of Georgia, Residence Permit Application, Audit and Accounting, Real Estate Investments Advice, Investment Vehicles and some additional related services (“Additional Services”) as well as the assistance in relation with the opening of accounts with banks or a non-banking financial services providers (“Bank Account Opening”). 1.2. These Terms of Business shall form an integral part of any agreement concluded between the Client and I.E. Manuel Masseret on the execution of the I.E. Manuel Masseret order form either by way of online order or paper form (“Agreement”). By entering into an Agreement with I.E. Manuel Masseret, the Client accepts these Terms of Business. A price list and a list of services are available on the website of I.E. Manuel Masseret (https://happy-georgia.com). 1.3. Any Terms of Business which deviate from, contradict or supplement these Terms of Business shall not become a part of any Agreement, unless otherwise specifically agreed in writing between the Client and I.E. Manuel Masseret. 1.4. In the event of any conflict between the present Terms of Business and any Agreement, the provisions of the Agreement shall prevail over the present Terms of Business. 1.5. I.E. Manuel Masseret reserves the right to change the Terms and Conditions at any time with immediate effect. The Client shall be notified of such amendments by notice in writing. Amendments shall be deemed to be approved by the Client unless I.E. Manuel Masseret receives a written objection thereto within four weeks from the date of the notice.

2. Content and Scope of the Services

Company Incorporation services, Business Consulting, Investments services Fund and Additional Services realted to. 2.1. I.E. Manuel Masseret can perform the service of incorporating a different type of Company and Business Status for the Client, in the jurisdiction of Georgia available on the website https://happy-georgia.com. I.E. Manuel Masseret can also organize the supply, either by I.E. Manuel Masseret affiliated companies or third parties, of Additional Services such as the supply of nominee directors, nominee shareholders, internet merchant account, company logo, company seal, company rubber stamp, power of attorney, notarization & apostille on documents. Affiliated companies means, in relation to I.E. Manuel Masseret, a subsidiary or a partner company of I.E. Manuel Masseret. 2.2 I.E. Manuel Masseret can perform Residency Application services 2.3 Real estate Investments services 2.5 Business Consulting services related to incorporation and development of company and businesses within Georgia. 2.6 Bank Account Opening. I.E. Manuel Masseret can perform the service of assistance in relation with the opening of an account with a bank or another financial service provider (“Bank”), such as a collection account provider, for the Client. In this framework, I.E. Manuel Masseret may propose to the Client a list of Banks, but it is the Client who is responsible for the choice of the Bank. The Client may choose a Bank either among the list of Banks provided by I.E. Manuel Masseret or a third party Bank. The successful setting-up of complementary services such as credit cards, chequebooks or internet banking access is not guaranteed and is offered “as is”. The service can only be employed for legal purposes as determined by applicable law. All Additional Services will be provided on the basis of a specific agreement between the Client and the relevant provider of the Additional Services.

3. Right to refuse services

I.E. Manuel Masseret reserves the right to refuse any and/or all its services to any Client without giving any reason or explanation thereto, and cannot, under any circumstances, be held responsible for such refusal.

4. Legal Advice

Whilst I.E. Manuel Masseret endeavors to provide true and correct information on all its services, it is not providing legal advice. The Client is responsible for ensuring that he/she has taken all necessary tax and legal advice with regard to the establishment and operation of the Company and for ensuring that the activities will not breach the law of any relevant jurisdiction. I.E. Manuel Masseret provides such legal advice (please, see our services page).

5. Legal Purposes

The Client warrants that he/she will not use any of the rights granted in any Agreement for any illegal, obscene, immoral or defamatory purposes and will not in any way bring I.E. Manuel Masseret into disrepute. The client will not in any way whatsoever use or combine the I.E. Manuel Masseret name, in whole or in part, for the purpose of trading activities. I.E. Manuel Masseret reserves the right to cooperate with any official investigating authority if required in relation to any allegations of impropriety against the Client.

6. Anti-Money Laundering and Due Diligence

The Client shall provide I.E. Manuel Masseret with such information as I.E. Manuel Masseret considers necessary in order to ensure that the Client and/ or his Company / Business complies with applicable legislation on anti-money laundering and due diligence. The Client is responsible for ensuring that the information provided to I.E. Manuel Masseret is correct. In order to enable I.E. Manuel Masseret to meet its legal obligation, The client shall inform I.E. Manuel Masseret of the nature of the activities of the company in order to be sure to comply with jurisdiction’s Law where I.E. Manuel Masseret offers his services. The client also represents to I.E. Manuel Masseret that assets or funds introduced to a Company do not represent either directly or indirectly the proceeds of a crime or other illegal activity.

7. Obligations of the Client

Due diligence documentation may include the provision to I.E. Manuel Masseret of, without limitation : original certified copies of identity documents, a proof of legal domicile, a banker’s reference letter, certified copies of corporate documentation, and certified translations where applicable. Any certification must be done in accordance with the requirements of the applicable jurisdiction and as per I.E. Manuel Masseret’ instructions if any. The Client is obliged to provide the requested due diligence material prior to the commencement of I.E. Manuel Masseret services.

8. Fees and Payment Terms

In General
8.1 The Client agrees to pay the fees charged by I.E. Manuel Masseret. I.E. Manuel Masseret’ schedule of fees can be found in the price list available on its website of I.E. Manuel Masseret (https://happy-georgia.com). In addition to the fees mentioned on the website, the Client agrees to pay any out-of-the-pocket expenses in particular, but not limited to, those incurred in convening or attending meetings of the directors, shareholders, or secretaries, calling or attending any extraordinary general meetings of the company, preparing any forwarding any notice or statement and all other like expenses.
8.2 I.E. Manuel Masseret starts an execution phase only after the receipt of the full payment of the fees. All fees and charges are payable in the currency nominated by I.E. Manuel Masseret, which is usually Euros. The Client is not authorized to withhold fees and interests due to any service, guarantee or liability-related claims. In the same manner, any right of off-set on the part of the Client is hereby excluded.
8.3 Incorporation of a Company. The Client shall owe I.E. Manuel Masseret a one-time set-up fee for enabling the incorporation of a Company. The set-up fee varies according to the type of company and / or business the client wants to set up. Generally, this fee includes a company head office (legal address), and all the documents required for the company to be fully operational from the first day of registration, i.e.: the certificate of incorporation issued by the local registrar; the memorandum and articles of association; the resolution relating to the nomination of director and the distribution of shares, the business status certificate and other usual legal documents necessary to allow the fully operational from the first day of completed registration.
8.4 The Client shall owe I.E. Manuel Masseret all other fees such as government fees, duties, taxes and other third party disbursements together with Nominee Directors or Shareholders fees and transfer fees, including disbursements and any out-of-pocket expenses.
8.5 Any amendment in the recurrent fee structure (tipically I.E. Manuel Masseret accountancy services but not limited to) will be notified to the Client at least one month prior to the commencement of the services for the period to which the fees relate.
8.6 The Client can pay the fees due to I.E. Manuel Masseret using a valid Visa, Mastercard credit card bearing his/her name, or by bank transfer. Clients can pay fees with credit card as well.
8.7 Payment of Accounting and payment of Tax on I.E. Manuel Masseret’ Client behalf. If Client transmitting debit/credit card (or similar payment instrument) data to I.E. Manuel Masseret for the purpose of a payment of Tax, Client accept that the I.E. Manuel Masseret bills their debit/credit card for the full amount of the fees and / or expenses, taxes, duties due to Tax Revenue of Georgia and I.E. Manuel Masseret in connection with the service of Tax declaration plus any disbursements or out-of-pocket expenses.
SPECIFIC CARD PAYMENT CONDITIONS IN THE EVENT A THIRD PARTY IS MAKING A CARD PAYMENT TO I.E. Manuel Masseret ON BEHALF OF THE CLIENT, THE CLIENT WARRANTS THAT THE CARDHOLDER HAS AUTHORIZED THE PAYMENT, AS WELL AS THE USE OF THE CARD AND PROCESSING OF THE CARD DATA BY I.E. Manuel Masseret IN ACCORDANCE WITH THE TERMS AND CONDITIONS AND THE PRIVACY POLICY. THE CLIENT AGREES TO CAUSE THE CARDHOLDER TO SIGN AND COMPLY WITH A CARDHOLDER STATEMENT WHICH TEMPLATE MAY BE FOUND HERE.
8.8 Bank Account Opening. The Client shall owe I.E. Manuel Masseret a one-time fee for its service regarding the opening of a Bank account plus the price of the courier service if requested. This set-up fee can be changed at any time without prior notice. The set-up fee may be quoted in any currency agreed to by the parties. The client will pay the set-up fee before I.E. Manuel Masseret begins the performance of the service. The client can pay the set-up fee by any legal means, including through legal counsel.
8.9 Appointment of a director. The Client certify that each of the directors to be named on a company in accordance with an order form submitted to I.E. Manuel Masseret and who has not signed a “Consent to Act as Director” has consented to be a director of the company on its incorporation and that each director who is a natural person has attained the age of 18 years. Other Introduction Services 8.10. The Client shall owe I.E. Manuel Masseret a one-time non-refundable fee for I.E. Manuel Masseret’s introduction and application assistance service with third party service providers. Such fee is paid in respect of I.E. Manuel Masseret ’ service costs only. The Client understands that I.E. Manuel Masseret will not be part of the relation between the Client and such third party providers. The Client agrees that in the event the Client’s application is accepted, I.E. Manuel Masseret may receive finder’s fees from such third party providers and the Client expressly renounces claiming the payment of such fees.

9. Communication and Instructions

The Client and I.E. Manuel Masseret may send to each other instructions, notices, documents or any other communication either by mail, e-mail, through I.E. Manuel Masseret ’s dedicated web portal, PROVIDED ALWAYS, that I.E. Manuel Masseret may send fee notes by e-mail message attachment. The Client and I.E. Manuel Masseret shall keep all instructions, notices, documents or any other communication as a matter of proof. Each communication shall be addressed to I.E. Manuel Masseret, at its registered office or at such other address as I.E. Manuel Masseret may by notice in writing notify to the Client from time to time and, if to the Client, at his/her address or at such other address as the Client may by notice in writing notify to I.E. Manuel Masseret from time to time, including holding mail instructions that shall be agreed upon in writing. So that I.E. Manuel Masseret may at all times be able to contact the Client should the need arise, the Client agrees to inform I.E. Manuel Masseret immediately upon changing his/her address and e-mail address or telephone/fax number. In the event the Client terminates all I.E. Manuel Masseret services for one or several registered companies, any notice of termination served by email must be sent to contact@happy-georgia.com

10. Data Processing and Data Protection

10.1. I.E. Manuel Masseret will process personal data which as per the definition found in the General Data Protection Regulation (GDPR) means any information relating to an identified or identifiable natural person also referred to as data subject. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identified such as a name, an identification number, location data, an online identified or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person The processing of data means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, retrieval, consultation, adaption or alteration, use, disclosure by transmission, dissemination and suppression of such personal data or otherwise making available, alignment or combination, restriction, erasure or destruction. The recipients of the personal data may include I.E. Manuel Masseret affiliated companies acting as subcontractors or auxiliaries, the registered agents in the jurisdictions relevant to the services, our IT suppliers or financial providers such as our payment acquirers, other third-party service providers, including banks, whom the Client has expressly requested to be introduced to, the public companies’ registries, or the legal authorities. All these disclosures which have been listed shall only occur in accordance with the GDPR and our business relationship with these third part providers shall be a contractual one whereby both parties agree to abide by the obligations found in the GDPR such as the obligation of confidentiality on whoever is handling the personal data of the data subjects. To comply with “Know your client” obligations and ensure the correct service delivery, the processed data will include particulars of the Client, such as the full legal name(s), the nationality, the date of birth, domicile and residential addresses, passport numbers, passport validity dates, and contact details of identifiable individuals, as well as supporting documents evidencing such personal data and service instructions from the Client. The Client is under an obligation to maintain his/her personal data up to date during the entire contractual relationship with I.E. Manuel Masseret, and to submit any required supporting document in relation to his/her update obligation in the exact form prescribed by I.E. Manuel Masseret. 10.2. Affiliated companies of I.E. Manuel Masseret may act as the processor of personal data on behalf of I.E. Manuel Masseret, who shall remain the controller of such personal data. A more detailed explanation with whom we share the data is found in our privacy policy. 10.3. The Client acknowledges that more information regarding data processing may be obtained by contacting I.E. Manuel Masseret or by email to contact@happy-georgia.com. Any communication will be made in English. Any other language may only be used at I.E. Manuel Masseret’ sole discretion and as a courtesy to the Client 10.4. The Client is informed that he/she has a right to withdraw his/her consent, The withdrawal of consent shall neither affect the lawfulness of processing based on consent before its withdrawal, nor the lawfulness of a continuation of the data processing where another valid purpose exists, such as the purpose of complying with the law. The Client warrants he/she has secured the valid legal authorization of any applicable data subject whose personal data he/she transferred to I.E. Manuel Masseret and that such data subject has consented to the processing of their personal data by or through I.E. Manuel Masseret for the purpose of the service performance or in application of due diligence obligations. 10.5. I.E. Manuel Masseret, its directors, employees or agents, are required to handle data with confidentiality. Despite all security precautions, data including e-mail electronic communications and personal financial data may be accessed by unauthorized third parties when communicated between the Client and I.E. Manuel Masseret. Communicating with I.E. Manuel Masseret may imply for the Client to use software produced by third parties including, but not limited to, browser software that supports a data security protocol compatible with the protocol used by I.E. Manuel Masseret. 10.6. The information provided in Clause 10 is only an informative introduction to data protection. The latter is better explained in our Privacy Policy at https://happy-georgia.com/privacy-policy/

11. Legal Incapacity

  The Client shall bear the risk of any damage arising from any lack of legal capacity of his/her person and his/her attorneys or other third parties, unless such incapacity has been communicated to I.E. Manuel Masseret in writing.

12. Liabilities

12.1. Without prejudice to any specific provision, any damage resulting from the error or omission of I.E. Manuel Masseret, its directors, employees or agents shall be borne by the Client, unless I.E. Manuel Masseret, its directors, employees or agents has acted with gross negligence or fraud or any other liability that cannot be excluded pursuant to applicable law. I.E. Manuel Masseret will not be liable for any loss sustained as a result of any mechanical breakdown, strike, delay or failure of any staff, manager or caretaker to perform their duties. 12.2. Any damage whatsoever caused by or arising from, directly or indirectly, the error, failure, negligence, act or omission of any other person, system, institution or payment infrastructure shall be borne by the Client. 12.3. I.E. Manuel Masseret cannot be held responsible if the Additional Services cannot be set up. I.E. Manuel Masseret’s liability regarding Additional Services is strictly limited to a duty of care in selection, instruction and supervision of its affiliated companies or any other third parties. 12.4. Damage or loss resulting from the use of postal services, telegraph, telex, facsimile, telephone, other means of communications or means of transportation, especially loss resulting from delay, misunderstanding, mutilation, abuse by third parties or duplication of copies, shall be borne by the Client, unless I.E. Manuel Masseret has acted with gross negligence. 12.5. I.E. Manuel Masseret cannot be held responsible either in the event of a breakdown of any of the communication means necessary for the performance of its services under this Agreement or for any mail or calls received for the purposes of its services under this Agreement. Further, I.E. Manuel Masseret takes no responsibility for loss or damage arising from the use of fax instructions, including failed or incomplete transmission or loss. 12.6. In the specific case of a Bank account opening, I.E. Manuel Masseret is a third party to the relationship between the Bank and the client. Therefore, under no circumstance can I.E. Manuel Masseret be held responsible of the relationship between the Bank and the Client. I.E. Manuel Masseret has no authority to act and does not purport to act as an employee, representative or officer of any Bank and/ or to sign on behalf or otherwise incur any liability of any sort on behalf of any Bank.

13. Duration, Termination and Suspension of Services 

In General 
13.1. In case of violation of applicable laws or the present Terms of Business by the Client, I.E. Manuel Masseret may terminate any Agreement with immediate effect, including any Agreement regarding Additional Services provided by I.E. Manuel Masseret’s affiliated companies or third parties. In such a case the Client must take all necessary actions to replace any position being vacant in any Company as a consequence of any such termination and it is explicitly agreed that I.E. Manuel Masseret cannot be held liable for any damage following such an immediate termination.
13.2. refund of services.  The Client will receive a full refund of the set-up fee minus courier charges if the following three conditions are met: (i) I.E. Manuel Masseret is not able to incorporate the Company/business for the Client AND (ii) I.E. Manuel Masseret has received all the necessary documents duly completed by the Client, including a copy of the client’s valid identity document which has been authenticated and any document which I.E. Manuel Masseret has requested from the Client, such as but not limited to utility bills not older than 3 months, his/her curriculum vitae, a bank reference letter AND (iii) the request for the refund is made within 60 days of payment of the set-up fee by the Client.
13.3.Bank Account Opening. The service ends with the opening of the account by the Bank and all relations thereafter are between the Client and the Bank. Any Client can decide to cancel his/her application in the 3 calendar days following his/her application for the opening of a bank account. The Client will receive a full refund of the set-up fee minus courier charges if the following three conditions are met: (i) The Bank with the assistance of I.E. Manuel Masseret is not able to open for the Client an account AND (ii) I.E. Manuel Masseret or the Bank has received all the necessary documents duly completed by the Client, including a copy of the client’s valid identity document which has been authenticated according to the exact instructions with regard to the exercise of due diligence and any document which I.E. Manuel Masseret has requested from the Client, such as but not limited to credit card statement, utility bills, work contract, certificate of incorporation or other evidence of the economic origin of the funds. This is the only case in which refunds are offered. No refunds will be offered, for any reason, if the client decides to cancel his/her/its application after 3 calendar days.
13.4.Performance of a Refund. Refunds will be done only through the Original Mode of Payment.

14. Severability

If any term or condition contained herein is or may become under any written law, or is found by any court or administrative body or competent jurisdiction in Georgia to be illegal, invalid, prohibited or unenforceable then such term or condition shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability. The remaining terms or conditions herein shall remain in full force and effect.

15. Assignment

  To execute the services, I.E. Manuel Masseret reserves the right to engage subcontractors who are within its authority. Rights and obligations of the Client resulting from any Agreement can only be transferred to third parties with the written consent of I.E. Manuel Masseret.

16. Applicable Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Jurisidction of Georgia. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of Georgia, Caucasus.
Conclusion Thse Terms and Condition have  been updated and completed according to the date provided at the beginning of the said document. We can decide to modify, remove certain sections or add to them and this shall occur at Our discretion. If You are a User of Our Website, it is Your responsibility to read Our Terms and Condition  every time You use Our Website. If You are a client with whom We have a business or professional relationship, We shall advise You if any amendments occur to Our Terms and Condition.
Contact Us I.E. Manuel Masseret, Tbilisi – Registered in Georgia No: 306277686 I.E. Manuel Masseret also trading under the trademark Happy Georgia proprietorship of https://happy-georgia.com Registered Offices: Nutsubidze Street, Buiding 1, Ent 2, Flat 25 – 0177, Tbilisi, Georgia
For general information:  contact@happy-georgia.com
For data protection matters:  contact@happy-georgia.com