Legal information
General Terms and Conditions for the Provision of Services in B2B Relationships of BILVAO s. r. o. effective from 01.08.2026
Effective from 01.08.2026
This English text is a translation provided for convenience. Only the Slovak wording of this document is legally binding.
I. GENERAL PROVISIONS AND INTERPRETATION OF TERMS
1. These general terms and conditions (hereinafter the “Terms and Conditions” or the “Terms”) govern the provision of services and contractual relationships arising from the provision of services by:
1.1. BILVAO s. r. o., with its registered office at Janka Jesenského 564/9, 957 01 Bánovce nad Bebravou, Company ID No.: 53 399 978, registered in the Commercial Register of the District Court Trenčín, Section: Sro, Insert No. 41118/R, which operated under the business name BJ accounting services s. r. o. until 28. 08. 2026 (hereinafter the “Provider”), and
1.2. a client of the services that is a business entity within the meaning of Section 2 of Act No. 513/1991 Coll., the Commercial Code, as amended (hereinafter the “Commercial Code”), i.e. a legal entity registered in the Commercial Register, a natural person acting as an entrepreneur, any other legal entity not registered in the Commercial Register, or any other person having legal personality and established under the applicable laws of the Slovak Republic (for example, a civic association, foundation or similar entity) (hereinafter the “Client” and, together with the Provider, the “Parties”).
2. These Terms form an integral part of every agreement for the provision of services between the Provider and the Client:
2.1. concluded in accordance with the relevant provisions of these Terms; and
2.2. concluded before these Terms took effect, provided that these Terms become an integral part of that Agreement in accordance with Clause 7 or Clause 8 of this Article.
3. Scope of the Terms:
These Terms apply to:
3.1. the provision of Services by the Provider to the Client under an Agreement concluded in accordance with these Terms as an innominate agreement for the provision of services under the relevant provisions of the Commercial Code and Section 273 of Act No. 513/1991 Coll., the Commercial Code; these Terms form an integral part of every such Agreement between the Provider and the Client unless the Parties agree otherwise in an individual case; and
3.2. the provision of Services by the Provider to Clients under a separate written Agreement concluded between the Parties, where the Parties so agree and state in that Agreement that these Terms form an integral part of that separate written Agreement and the Parties agree Special Terms in it.
4. All relations concerning the Agreement between the Provider and the Client that are not expressly governed by these Terms shall be governed by the laws of the Slovak Republic, in particular the relevant provisions of the Commercial Code and other applicable generally binding laws. If the Client is a legal entity established under the relevant provisions of Act No. 40/1964 Coll., the Civil Code, as amended (hereinafter the “Civil Code”), and is not an entrepreneur within the meaning of Section 2 of the Commercial Code, then, by concluding the Agreement as provided for in these Terms (i.e. an Agreement concluded under Clause 2.1 or 2.2 of Clause 2 above), the Client agrees that all relations concerning the Agreement between the Provider and that Client that are not expressly governed by these Terms shall be governed primarily by the Commercial Code and subsequently by other applicable generally binding laws.
5. The Provider shall enable every Client and third party to become sufficiently acquainted with these Terms and shall provide every Client and third party with easy access to them, including by publishing them on its website at www.bilvao.com/vop. Publication of these Terms on the Provider’s website is not a condition of their validity or effectiveness.
6. The Provider’s contact details for submitting any communication concerning the Agreement or the Provider’s provision of Services are:
6.1. BILVAO s. r. o., Janka Jesenského 564/9, 957 01 Bánovce nad Bebravou, e-mail: info@bilvao.com, or any other e-mail address used by the Provider and the Client to communicate under the Agreement.
7. For Clients whose contractual relationship with the Provider was governed by the Previous Terms up to the effective date of these Terms, these Terms replace the Previous Terms in full pursuant to Clause 14.5 of the Previous Terms, with effect from the date on which these Terms take effect under Article XV. The Provider shall notify the Client electronically before that date that the Previous Terms are being replaced by these Terms. The rights and obligations of the Parties arising under the Previous Terms before these Terms take effect shall remain unaffected.
8. For Clients whose contractual relationship with the Provider was not governed by the Previous Terms, acceptance of these Terms as part of agreements for the provision of services concluded between the Provider and the Client before these Terms took effect (i.e. Agreements under Clause 2.2 of Clause 2 above) requires that:
8.1. the Provider delivered these Terms to the Client before they took effect and allowed the Client at least 15 calendar days to become sufficiently acquainted with them;
8.2. after becoming acquainted with these Terms, the Client shall give demonstrable consent to them; and
8.3. once the Client has consented to these Terms, they form an integral part of every agreement for the provision of services concluded between the Provider and the Client before these Terms took effect.
II. INTERPRETATION OF TERMS
1. For the purposes of these Terms and their Annexes, which form an integral part of these Terms, and for the purposes of the creation, amendment and termination of any legal or other relationships arising under or governed by these Terms, the following terms shall have the meanings set out below:
1.1. “Packages” means optional monthly service packages (Bronze, Silver, Gold and VIP) comprising an agreed number of hours of consultations and additional work beyond the Fixed Fee Services. The specific content of a Package for a Client, i.e. the scope of Services provided under it, is specified in the Quotation and the Price List.
1.2. “Without undue delay” means performing an act or fulfilling an obligation under these Terms at the earliest opportunity or on the earliest date objectively available to the relevant Party, and in any event no later than 7 days after the need to perform that act or fulfil that obligation arises.
1.3. “Price List” means the document containing the rates and charges for individual acts and Services provided by the Provider, including per-item rates, hourly rates and rates for Packages of additional advisory services. The Price List constitutes Annex No. 1 to these Terms and is made available to the Client in a manner that enables the Client to become acquainted with it. The Price List is updated in accordance with Article VIII of these Terms.
1.4. “Quotation” means a proposal setting out the specific terms on which Services will be provided to a particular Client, delivered to the Client by the Provider electronically or by another agreed method; it includes, in particular, the scope of the Services, the amount of fixed remuneration, any agreed Package of additional advisory services, the Onboarding fee, the Offboarding fee and any Special Terms.
1.5. “Additional Activities” means additional activities and services provided by the Provider to the Client beyond the Fixed Fee Services and beyond the scope of the Packages, invoiced on a one-off or hourly basis at the rates and on the terms set out in the Price List. These include, in particular, consultations, business and HR advice, one-off acts, preparation of transfer-pricing documentation and tax optimisation.
1.6. “Previous Terms” means the Provider’s general terms and conditions valid and effective from 01.02.2022 and published on the Provider’s website at www.bilvao.com/vseobecne-obchodne-podmienky-01-02-2022/ (or its archived version), which formed an integral part of agreements for the provision of services concluded between the Provider and the Client before these Terms took effect and which are replaced by these Terms pursuant to Clauses 7 and 8 of Article I.
1.7. “DPA” means the general terms and conditions for the processing of personal data under which, for the purposes of Article 28 of the GDPR, the Provider acts as processor and the Client acts as controller. Unless the Parties agree otherwise, the DPA constitutes a data processing agreement under Article 28 of the GDPR.
1.8. “Electronic Message” means a message sent by internet e-mail communication through either Party’s e-mail account or through the Client Portal.
1.9. “Express Processing” means the provision of Services in respect of documents, information or supporting materials delivered by the Client to the Provider after the agreed submission deadline under these Terms. Express Processing is subject to a charge under the Price List.
1.10. “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
1.11. “Client Portal” means the web application at online.bilvao.com used for the mutual transfer of supporting materials required for the Provider to provide Services to the Client. The rules for using the Client Portal are set out in Annex No. 2 to these Terms.
1.12. “Order” means the Client’s acceptance of the Quotation, delivered to the Provider in the manner set out in Article IV of these Terms, by which an Agreement is formed between the Parties.
1.13. “Offboarding” means the final phase of cooperation between the Parties in connection with termination of the Agreement, consisting of completion of the accounting and personnel work for the last month of the Agreement and handover of that work to the Client. Offboarding is subject to a fee under the Quotation and the Price List.
1.14. “Onboarding” means the initial phase of cooperation between the Parties following formation of the Agreement and preceding the regular monthly provision of Services, consisting of taking over the Client’s accounting and personnel work, auditing the existing status, taking an inventory of the supporting materials and setting up processes. Onboarding is subject to a fee under the Quotation and the Price List.
1.15. “Special Terms” means individually agreed terms between the Provider and a particular Client in a Quotation, Order or separate Agreement that depart from these Terms. They include, in particular, the specific amount of fixed remuneration, an individually agreed scope of Services, the number of employees covered by the fixed remuneration, and individually agreed deadlines and rates. The procedures and process rules agreed in these Terms as part of the Agreement, including the reminder process, penalty charges, indexation, delivery and GDPR processes, shall not be modified by the Special Terms unless the Parties expressly agree otherwise in writing.
1.16. “Rules for Using the Client Portal” means the technical and security rules governing the Client’s use of the Client Portal, which constitute Annex No. 2 to these Terms and are published in a manner that enables the Client to become acquainted with them.
1.17. “Annexes” collectively means the severable parts of these Terms further specified herein. These Terms govern the procedure by which the Provider may amend or supplement the Annexes.
1.18. “Services” means the services provided by the Provider to Clients and specified in Article III of these Terms.
1.19. “Time Tracking” means the Provider’s internal time-recording system used primarily for internal management and capacity planning. The Client is not automatically entitled to a detailed Time Tracking statement; at the Client’s request, the Provider may provide a reasonable summary of the work performed or an explanation of Services invoiced in addition to the fixed remuneration.
1.20. “Agreement” means an agreement for the provision of services concluded between the Provider and the Client in writing, electronically or through express conduct implying consent as provided for in these Terms and on the conditions set out herein, or a written agreement between the Provider and the Client of which these Terms become an integral part in accordance with Clause 2.2 of Clause 2 of Article I.
III. SERVICES PROVIDED BY THE PROVIDER
1. The Provider shall provide Clients with the following services on a fixed-fee basis (also referred to as the “Fixed Fee Services”):
1.1. in relation to accounting records and associated activities:
(i) monthly processing of double-entry bookkeeping under Act No. 431/2002 Coll. on Accounting, as amended (hereinafter the “Accounting Act”), and related services, including preparation of the financial statements, tax return and notes;
(ii) routine statistical reporting, preparation of supporting materials required by financial institutions in connection with the Client’s agreements, and preparation of other documents required by the competent institutions;
(iii) monthly preparation of reports and fulfilment of other value added tax obligations for the relevant tax period for the Client;
(iv) recording and handling the relevant documents on the terms approved by the Client and in accordance with the Client’s instructions;
(v) other accounting advice, recommendations and proposals to improve processes for the economic benefit of the accounting entity, namely the Client;
1.2. in relation to the administration of the Client’s payroll:
(i) processing payroll on the basis of the attendance records of the Client’s employees delivered by the Client to the Provider, in accordance with the applicable laws and the Client’s applicable internal regulations of which the Client informs the Provider;
(ii) handling related communications with state administration authorities or other public authorities on behalf of the Client, including the Social Insurance Agency, health insurance companies, the Financial Administration of the Slovak Republic and the Statistical Office of the Slovak Republic, in particular filing registrations and deregistrations, cancelling registrations, reporting interruptions of insurance and exclusions from the obligation to pay insurance contributions, and handling ePN matters under the applicable laws;
(iii) preparing monthly payroll reports concerning the Client’s employees for state administration authorities and the competent public authorities;
(iv) preparing income confirmations for the Client’s employees, preparing and completing ELDP forms, and processing changes to the personnel and payroll data of the Client’s employees;
(v) calculating deductions from the wages of the Client’s employees;
(vi) preparing payment orders for net wages, advances, withholding income tax, social and health insurance, pension savings and any other payments to third parties from the wages of the Client’s employees;
(vii) incorporating the results of the annual health-insurance settlement into the payroll of the Client’s employees on the basis of supporting materials delivered by the Client.
1.3. in relation to the administration of the Client’s personnel matters:
(i) collecting from the Client the mandatory documents and information required to provide personnel and payroll Services, including a completed employee personal questionnaire, information about the processing of personal data and written information about working conditions, and incorporating them into the documents used by the Client in accordance with the applicable laws;
(ii) communicating with the Client and the competent public authorities in connection with registering and deregistering an employee for mandatory insurance arising from the employee’s employment by the Client;
(iii) managing the personnel files of the Client’s employees during the accounting period and handing them over to the Client after the end of the accounting period;
1.4. providing administrative services associated with the Services described above.
1.5. In connection with the Fixed Fee Services under Clauses 1.1 to 1.4 of this Article, the Provider shall also provide the Client with acts whose volume cannot be determined in advance and which are not part of the monthly Fixed Fee Services, unless the Parties agree otherwise. Those acts shall be invoiced separately to the Client under the Price List when they arise and after they have been confirmed, and include in particular:
(i) registering and deregistering an employee with the Social Insurance Agency and a health insurance company;
(ii) preparing a foreign national’s information card upon registration for and deregistration from the relevant mandatory insurance schemes;
(iii) processing the payroll of an additional employee above the number agreed in the Quotation;
(iv) filing an additional value added tax return or an additional VAT control statement where the delivered supporting materials contain an error and/or there is another similar error or deficiency on the Client’s part;
(v) correcting processed payroll where the delivered supporting materials contain an error and/or there is another similar error or deficiency on the Client’s part.
2. One-off Services – The Provider shall also provide the Client with the following one-off services relating to accounting records, personnel and payroll administration, and associated activities:
2.1. preparing annual employment-income tax reconciliations for the Client’s employees under the applicable laws, in the number instructed by the Client;
2.2. preparing the Client’s corporate income tax return or the income tax return of a natural person acting as an entrepreneur for the relevant calendar year;
2.3. preparing for the Client the notification concerning annual tax reconciliations completed for the Client’s employees under the applicable laws;
2.4. providing administrative services associated with the services described above or other one-off services, such as organisational, business and economic advice, in accordance with the Client’s instructions;
2.5. providing other accounting advice, recommendations and proposals to improve processes for the economic benefit of the accounting entity, namely the Client, including consultations on maintaining the Client’s accounting and preparing outputs for third parties, including the competent state and other public authorities;
2.6. arranging for the preparation of an employment contract and/or an agreement for work performed outside an employment relationship, and other documents and/or agreements required when establishing an employment relationship with an employee, including an agreement on liability for entrusted values, information on the processing of personal data and written information on working conditions, in accordance with the applicable legislation and the Client’s requirements;
2.7. arranging for the preparation of changes and amendments to an employment contract and/or an agreement for work performed outside an employment relationship in accordance with the Client’s requirements;
2.8. other one-off services specified in the Price List and/or performed in accordance with the Client’s instructions and agreed between the Provider and the Client.
3. Package – The Provider shall offer the Client an optional Package as a monthly extension to the Fixed Fee Services. The Parties shall agree the specific content of the Package, including the prepaid number of consultation hours and additional accounting acts and the types of Additional Activities included. The Package price forms part of the Client’s monthly fixed remuneration. The Package does not include the One-off Acts referred to in Clause 4 of this Article of the Terms.
4. Additional Activities – The Provider shall provide the Client with Additional Activities, which are Services beyond the Fixed Fee Services. Additional Activities are invoiced hourly in accordance with the Price List and at a rate determined by the seniority of the Provider’s staff member performing the Additional Activity. Additional Activities include, in particular:
4.1. consultations and advice concerning accounting, payroll and personnel matters beyond the Fixed Fee Services and the Package;
4.2. human-resources management advice, including arranging for the preparation of draft employment contracts, agreements for work performed outside an employment relationship, amendments, internal documents, policies and templates, where those acts fall outside the Provider’s administrative work, i.e. arranging for their preparation under Clauses 2.6 and 2.7 of this Article;
4.3. business and economic advice concerning the organisation of the Client’s business and its accounting and payroll processes;
4.4. other Additional Activities under the Price List or the Client’s instructions;
5. If the Client has agreed a Package under Clause 3 of these Terms, Additional Activities up to the Package limit are included in the monthly fixed remuneration. Additional Activities exceeding the Package limit, or provided where the Client has no Package, shall be invoiced separately by the Provider.
6. Certain Services provided by the Provider, in particular arranging for the preparation of documents under Clauses 2.6 and 2.7 of these Terms and other one-off Services under Clause 2.8, constitute Additional Activities under Clause 4 of this Article in accordance with the Price List, unless the Parties agree otherwise.
IV. FORMATION OF THE AGREEMENT
1. If the Client wishes to obtain any Services, or a combination of Services, from the Provider, the Client may order them from the Provider.
2. The Client may order Services from the Provider by:
2.1. making an unequivocal declaration by which the Client accepts the Quotation and its particulars after the Provider has delivered that Quotation to the Client. Unless the Provider and the Client agree otherwise, the Quotation and the terms specified in it remain valid for 30 days after delivery. If the Client’s acceptance of the Quotation is delivered more than 30 days after the Quotation was delivered to the Client, or if the Client has rejected or objected to the Quotation, the Provider may refuse to provide the Services, in which case no Agreement is formed;
2.2. delivering an Order to the Provider on the basis of a Quotation previously delivered by the Provider to the Client.
3. For an Agreement to be formed, the Client and the Provider must agree its essential terms, namely:
3.1. the Client’s identification details, in particular to the extent specified in Section 3a of the Commercial Code;
3.2. the Services forming the subject matter of the Agreement and to be provided by the Provider to the Client;
3.3. the remuneration payable by the Client to the Provider.
4. By concluding the Agreement under this Article of the Terms, the Client represents that it:
4.1. is an entrepreneur within the meaning of Section 2 of the Commercial Code or another entity within the meaning of Clause 1.2 of Article I of these Terms;
4.2. has the legal capacity to conclude the Agreement;
4.3. has become acquainted with and fully agrees to these Terms;
4.4. shall comply with the obligations laid down in these Terms;
4.5. shall comply with the principles of fair commercial dealing when performing the Agreement.
5. If the Client does not agree to these Terms or does not satisfy the conditions for concluding the Agreement set out in the preceding Clause of this Article, the Client may not conclude the Agreement and must agree separate contractual terms with the Provider.
6. Once the Agreement has been formed, the Provider shall provide the Client with the Services specified in Article III of these Terms that the Client ordered, and the Client shall be legally entitled to receive those Services from the Provider.
7. The provisions of this Article of the Terms are without prejudice to Clause 3 of Article I.
V. ONBOARDING
1. Onboarding, as the initial phase of cooperation, begins upon formation of the Agreement and includes:
1.1. taking over the work forming the subject matter of the Services;
1.2. auditing that work and taking an inventory of the supporting materials and documents;
1.3. setting up the Client Portal, providing the Client with access credentials and familiarising the Client with the Rules for Using the Client Portal;
1.4. the Client granting the Provider the powers of attorney required to provide the Services;
1.5. any other acts required to provide the Services or agreed between the Parties.
2. The duration of Onboarding is determined individually for each Client, depending on the scope of the work taken over and the existing state of the accounting. The Parties may agree specific Onboarding deadlines or milestones in the Quotation or by electronic communication.
3. Onboarding is subject to a one-off fee. Once Onboarding is complete, the Provider shall begin providing the Services regularly each month and shall be entitled to monthly fixed remuneration under the Quotation and Article VIII of these Terms.
4. The Provider shall be entitled to payment of the Onboarding fee even where Onboarding has not been completed in full for reasons attributable to the Client, provided that the Provider has performed at least some of the Onboarding acts referred to in Clause 1 of this Article.
5. If the Client fails to provide the Provider with the documents, information or powers of attorney required under Clause 1 of this Article within the period agreed in the Quotation or otherwise agreed by the Parties, or fails to provide the cooperation required for Onboarding to be completed properly, the Provider may:
5.1. postpone the commencement of the regular monthly provision of Services; and/or
5.2. withdraw from the Agreement under Article XI of these Terms.
VI. RIGHTS AND OBLIGATIONS OF THE PROVIDER
1. The Provider shall carry out for the Client and on the Client’s account all activities necessary for the proper provision of the Services ordered by the Client. The Provider shall perform those activities with professional care, in the Client’s interests, in accordance with the generally applicable laws of the Slovak Republic and the guidance and methodological instructions of the tax administrator and other public authorities, and in full compliance with the Client’s instructions.
2. When providing the Services, the Provider shall act in accordance with the Client’s interests and instructions.
3. The Provider shall provide the Services through qualified persons, subject to its current staffing and capacity. The Provider may appoint the specific persons who will provide Services to the Client on its behalf and may change those persons during the Agreement.
4. The Provider may entrust third parties, including subcontractors, with performing certain acts connected with the Services. The Provider shall remain fully responsible for Services provided through subcontractors as if those Services were provided by its own employees.
5. The Provider shall communicate with the Client within a reasonable period, including responding to the Client’s requests for cooperation, information, confirmation of a procedure or instructions, using the methods agreed in the Agreement or through the Client Portal and electronic communication.
6. During the Agreement, the Provider shall operate the Client Portal for the Client and make its functions available to the extent required to provide the Services. Service interruptions and maintenance windows for the Client Portal are governed by the Rules for Using the Client Portal in Annex No. 2 to these Terms, which are available to the Client primarily in the Client Portal.
7. The Provider shall keep an internal electronic record of the time spent providing hourly Services to the Client (Time Tracking). Time Tracking is used primarily for the Provider’s internal management, capacity planning and assessment of the scope of the Services. At the Client’s request, the Provider shall provide a reasonable summary of the work performed or an explanation of Services invoiced in addition to the fixed remuneration.
8. The Provider may accept supporting materials, records or information delivered by the Client after the deadline agreed in the Quotation or the Special Terms and process them through Express Processing under the Price List and Article VIII of these Terms. If the Provider accepts Express Processing and the Client delivers all required supporting materials, records and information as part of it, the Provider shall use reasonable efforts to process them and make the relevant submissions to public authorities within the statutory deadlines, and the Client shall pay the Express Processing fee under the Price List. If the Provider does not accept Express Processing or the Client fails to deliver all required materials even as part of Express Processing, the Provider shall not be liable for loss incurred by the Client as a result of a late submission to a public authority or for any fines, penalties or default interest imposed on the Client by those authorities.
9. The Provider may refuse to perform an activity instructed by the Client if the activity would conflict with the Client’s interests or would breach the generally applicable laws of the Slovak Republic or the guidance or methodological instructions of the tax administrator or another public authority. The Provider may withdraw from the Agreement if, despite being advised by the Provider, the Client insists that the activity be performed in accordance with its instruction.
10. The Provider may unilaterally review and adjust the fixed remuneration and the rates in the Price List under Article VIII of these Terms, in particular following a change in the volume of records processed, a quarterly review, inflation indexation or an update to the Price List, always in accordance with the procedures set out in Article VIII.
11. The Provider may invoice the Client under the Price List and Quotation for acts provided in addition to the fixed remuneration, including above-limit per-item acts, Additional Activities and one-off acts.
12. The Provider may restrict the provision of Services in the cases and manner set out in Article VIII of these Terms, in particular where the Client is late in paying remuneration or persistently fails to provide cooperation.
VII. RIGHTS AND OBLIGATIONS OF THE CLIENT
1. The Client shall issue the Provider with the instructions necessary for the Provider to provide the Services in accordance with the Agreement.
2. In accordance with its requirements and instructions concerning the Provider’s provision of Services, the Client shall deliver all necessary records to the Provider and provide all information necessary for the Provider to provide the Services properly, including, in particular, the relevant accounting records, records required for VAT processing, and records concerning employees and the administration of their personnel and payroll matters. The Client shall deliver the records and other documents required for the Provider to provide the Services properly in the manner agreed by the Parties or, if no method has been agreed, by e-mail to the Provider’s e-mail addresses or in person, unless the Parties agree otherwise in a particular case. The Client shall also respond to requests delivered by the Provider for necessary cooperation, confirmation of an act, additional information or explanations, or similar assistance, within the period specified by the Provider in the relevant notice or request, but always no later than 30 days unless these Terms provide otherwise.
3. The Client shall provide the documents and records referred to in Clause 2 of this Article of the Agreement, all information required for the provision of the Services, in particular for accounting processing and compliance with value added tax obligations, and, upon request, any additional records required for the Provider to provide the Services, in sufficient time to enable the Provider to comply with all applicable statutory deadlines for the proper provision of the Services, as follows:
3.1. as a rule, by the 15th day after the end of the relevant month, unless the nature of the matter means that the Provider is to obtain them itself; and
3.2. in every case, no later than 24 hours before the start of the day that is the final deadline prescribed by the applicable laws for performing a particular act within the Services on behalf of the Client, for example filing a registration, deregistration or report, unless these Terms provide otherwise. If the Client delivers records or information to the Provider late, i.e. after the deadline set out in this Clause, the Provider shall not be liable for any loss incurred by the Client as a result, including fines or other penalties imposed by the competent public authorities under the applicable laws,
unless the Parties agree otherwise in the Special Terms.
4. The Client shall notify the Provider of the name and contact details of the person who will communicate with the Provider on the Client’s behalf in connection with the Services, including telephone number and e-mail address, and shall notify the Provider without delay of any change to that person’s details. Otherwise, the Provider shall communicate with the Client’s most recently notified contact person and using the most recently notified contact details.
5. The Client acknowledges that its role is indispensable in preparing primary accounting records such as invoices and their attachments, cash receipt and payment vouchers, the vehicle logbook and travel-expense statements, maintaining personnel records, dealing with banks, health insurance companies, the Social Insurance Agency and the competent labour office, and entering into obligations and agreements of various kinds, which the Client shall deliver to the Provider for the proper provision of the Services.
6. Where necessary and expressly requested by the Client, the Provider may prepare, amend or supplement the records specified in the preceding Clause of this Article of the Terms on behalf of the Client, solely under a power of attorney granted by the Client to the Provider.
7. The Client shall pay the Provider the remuneration for the Services provided under the Agreement properly and on time in accordance with Article VIII of these Terms.
8. The Client shall use the Client Portal in accordance with the Rules for Using the Client Portal, which constitute Annex No. 2 to these Terms.
9. The Client shall not provide the Provider with unsolicited personal data or documents containing personal data beyond what is necessary to provide the Services, including copies of identity cards, passports or other identification documents unless expressly requested by the Provider. If the Client provides such unsolicited personal data, the Provider may invoice the Client, in accordance with the Price List, a fee for locating and deleting it from the Provider’s systems.
10. The Client, as controller, shall inform data subjects about the processing of their personal data by the Provider acting as processor under Article XIII of these Terms and the separate Data Processing Agreement (DPA).
11. The Client shall cooperate with the Provider upon termination of the Agreement and during Offboarding under Article XI of these Terms, in particular by identifying the contact person, providing that person’s contact details and giving detailed handover instructions.
12. The Client shall be entitled to receive the Services within the scope and at the quality level specified in the Agreement and these Terms.
13. The Client may communicate with the Provider through the Client Portal, by Electronic Message or by another form of electronic communication unless these Terms require written form. The Client may ask the Provider for cooperation, explanations and guidance in connection with the Services.
14. At its request, the Client shall be entitled to receive from the Provider a reasonable summary of the work performed or an explanation of Services invoiced in addition to the fixed remuneration under Clause 7 of Article VI.
15. The Client shall be entitled to receive the updated Terms, updated Price List, Rules for Using the Client Portal and any other Annexes before they take effect, and to comment on them in the manner and within the periods specified in these Terms. The current versions of the Terms, Price List and Annexes are available to the Client in the Client Portal.
16. The Client may terminate the Agreement in the manner and within the periods set out in Article XI of these Terms.
VIII. REMUNERATION AND CONTRACTUAL PENALTY
1. When concluding the Agreement, the Parties shall agree the amount of:
1.1. the monthly fixed remuneration for the Fixed Fee Services and Package under Clauses 1 and 3 of Article III, invoiced monthly;
1.2. the remuneration for Additional Activities under Clause 4 of Article III, invoiced hourly in accordance with the Price List;
1.3. the remuneration for one-off acts under Clause 2 of Article III, invoiced once the relevant one-off act has been performed;
1.4. the remuneration for acts performed beyond the agreed volume of Fixed Fee Services, in particular above-limit per-item acts under Clause 1.5 of Article III of these Terms, invoiced per item.
2. The Parties shall agree the exact remuneration in the Quotation delivered by the Provider to the Client and accepted by the Client in accordance with Article IV of these Terms, or directly in a written Agreement concluded in accordance with Clause 3 of Article I. The rates specified in the Price List apply to Services for which the Agreement does not specify the remuneration.
3. Remuneration under these Terms falls due as follows:
3.1. the Provider shall invoice the Client the monthly fixed remuneration under Clause 1.1 of this Article for the calendar month in which the Services are provided, normally at the beginning of that calendar month, and the invoice shall be due within 14 days after delivery to the Client;
3.2. remuneration for acts provided in addition to the monthly fixed remuneration under Clauses 1.2, 1.3 and 1.4 of this Article for a calendar month shall be invoiced in the following calendar month, normally together with the invoice for the monthly fixed remuneration for that following month, and shall be due within 14 days after delivery of the invoice;
3.3. the Onboarding fee shall fall due after formation of the Agreement under Article IV and within 14 days after delivery of the invoice;
3.4. the Offboarding fee shall fall due together with the monthly fixed remuneration for the final calendar month of the Agreement and within 14 days after delivery of the invoice;
3.5. the remuneration for preparing the annual financial statements and corporate income tax return shall be invoiced after the corporate income tax return is filed with the competent tax administrator, in the form of increased monthly fixed remuneration (13th month) under the Price List, unless the Parties agree otherwise, in which case a separate invoice shall be issued.
4. If the Agreement terminates in any manner set out in Article XI during a calendar month, the Provider shall be entitled to proportionate monthly remuneration for that month according to the number of days for which the Agreement remained in force during its final month, and to full remuneration for the one-off Services provided. This does not apply to the Offboarding fee agreed by the Parties under the Price List.
5. If the Client fails to pay the Provider remuneration for the Services by the due date stated in the relevant invoice delivered to the Client, the Provider shall be entitled to default interest for each day of delay at the rate specified in Section 369(2) of the Commercial Code, from the first day of default until the Client pays the remuneration.
6. If the Client fails to pay the Provider the remuneration for the Services by the due date stated in the relevant invoice delivered to the Client, the Provider may send reminders to the Client exclusively by electronic means, in particular by Electronic Message, as follows:
6.1. 1st reminder – delivered to the Client 3 days after the due date, without a penalty charge;
6.2. 2nd reminder – delivered to the Client 7 days after the due date, warning the Client that the Services may be restricted, without a penalty charge;
6.3. 3rd reminder – delivered to the Client 15 days after the due date, warning the Client that the Services may be restricted; the Client shall pay the Provider a penalty charge (contractual penalty) of €5 for its delivery;
6.4. 4th reminder – combined with a demand for payment and a notice of termination of the Agreement, delivered to the Client 30 days after the due date and also constituting a pre-action demand; the Client shall pay the Provider a penalty charge (contractual penalty) of €10 for its delivery.
The Client shall pay the Provider the penalty charge (contractual penalty) for delivery of a reminder under Clause 6.3 or 6.4 of this Article within 7 days after the reminder is delivered to the Client. Following delivery of the reminders, the Provider may request a meeting or negotiations with the Client and agree an individual payment schedule, without prejudice to the other provisions of these Terms, including the Provider’s right to terminate the Agreement in any manner specified in this Article or Article XI.
7. If the Client is late in paying all or part of the remuneration for the Services by the due date stated in the relevant invoice delivered to the Client, the Provider may restrict the Services following delivery of the reminders under Clause 6 of this Article, as follows:
7.1. after delivery of the 3rd reminder under Clause 6.3 of this Article, i.e. 15 days after the due date, the Provider may restrict all Services under the Agreement except acts subject to statutory filing deadlines before public authorities on behalf of the Client;
7.2. after delivery of the 4th reminder under Clause 6.4 of this Article, i.e. 30 days after the due date, the Provider may restrict all Services under the Agreement except acts required to complete Offboarding. During such restriction, the Provider shall remain entitled to the monthly fixed remuneration because it has reserved capacity and remains ready to provide Services to the Client.
8. Irrespective of the Provider’s rights under Clauses 6 and 7 of this Article, the Provider may withdraw from the Agreement with immediate effect under Article XI if the Client is more than 30 days late in paying the remuneration after the due date stated in the relevant invoice.
9. If the Client delivers supporting materials, records or information to the Provider after the deadline agreed in the Quotation or Special Terms and the Parties do not agree on Express Processing under Clause 8 of Article VI of these Terms, the Provider shall be entitled to a penalty charge (contractual penalty) for late delivery equal to 10 % of the monthly fixed remuneration agreed in the Quotation. The Client shall pay that penalty charge to the Provider in the next invoicing period, i.e. no later than the due date of the next remuneration for Services under the Agreement.
10. If the Parties agree on Express Processing under Clause 8 of Article VI of these Terms, the Provider shall be entitled to remuneration for Express Processing at the following rate, depending on the proportion of supporting materials, records or information delivered by the Client after the agreed deadline, as objectively determined by the Provider under Clause 8 of Article VI of these Terms:
10.1. where 25 % to 50 % of the supporting materials are delivered after the agreed deadline – 15 % of the monthly fixed remuneration;
10.2. where 50 % to 75 % of the supporting materials are delivered after the agreed deadline – 30 % of the monthly fixed remuneration;
10.3. where more than 75 % of the supporting materials are delivered after the agreed deadline – 45 % of the monthly fixed remuneration;
and the remuneration for Express Processing shall be included in the monthly fixed remuneration and shall fall due within 14 days after delivery of the invoice to the Client.
11. The Provider has the right, but not the obligation, to apply the penalty charges, contractual penalties and remuneration for Express Processing under Clauses 6, 7, 9 and 10 of this Article. A decision not to apply a penalty charge, contractual penalty or remuneration in a particular case does not constitute a waiver of the Provider’s right to apply them in another case. Their application shall not prejudice the Provider’s right to default interest under Clause 5 of this Article.
12. The Parties agree that the remuneration agreed for the Services under Clause 1 of this Article shall be adjusted upwards automatically each year, in each case with retrospective effect from 1 January of the relevant calendar year of the Agreement, beginning in January 2027, on the basis of:
12.1. the average percentage increase in consumer-price inflation, measured by the consumer price index reported by the Statistical Office of the Slovak Republic for the preceding calendar year, if that rate has increased; or
12.2. the percentage increase in the gross minimum wage of an employee in the economy of the Slovak Republic compared with the preceding calendar year, calculated on the basis of the statutory increase in the gross minimum wage for an employee in the economy of the Slovak Republic for degree 1 of work difficulty under the applicable laws,
whichever of those criteria produces the higher value, and the remuneration shall be increased by the relevant percentage unless the Parties agree otherwise in a particular case.
13. The Parties also agree that the Provider shall review the remuneration for the Services agreed under Clause 1 of this Article quarterly, i.e. after the end of each calendar quarter of the Agreement, on the basis of the company-growth factor. For the purposes of these Terms, the company-growth factor means an objective increase in the average number of records processed by the Provider for the Client in the relevant quarter compared with the average number processed in the preceding quarter when providing the agreed Services. If that procedure demonstrates growth in the Client’s business, the remuneration for the Services shall, with effect from the first month following the final month of the preceding calendar quarter of the Agreement, increase by the same percentage as the increase in the number of records processed by the Provider for the Client compared with the preceding quarter. Accordingly, the remuneration paid monthly, quarterly or for another period under Clause 1 shall increase from the next invoicing period by the percentage increase in the average number of records processed when assessing the company-growth factor under this Clause.
14. If the actual volume of records processed in a calendar month exceeds the volume agreed in the Quotation by more than 25 %, the Provider may invoice the Client for the difference for that calendar month at the rates in the Price List in the next invoicing period, together with the invoice for the monthly fixed remuneration for the following calendar month.
15. Adjusting the monthly fixed remuneration under Clauses 12, 13 and 14 of this Article is a right, not an obligation, of the Provider. A decision not to apply an adjustment in a particular period does not constitute a waiver of the Provider’s right to apply it in another period.
16. The Provider may unilaterally update the Price List by notifying the Client electronically or through the Client Portal at least 2 months before the new version takes effect. If the Client does not agree with the updated Price List, the Client may withdraw from the Agreement during that period by written notice, including in electronic form, delivered to the Provider no later than the date on which the new Price List takes effect. If the Client withdraws under this Clause, performance provided by the Parties up to the effective date of withdrawal shall not be returned.
17. The Provider shall be entitled to monthly fixed remuneration for the Fixed Fee Services and Package under Clause 1.1 of this Article even where it could not provide the Services in full because of an impediment attributable to the Client, including the Client’s failure to deliver supporting materials, records or information required for the Services in the relevant calendar month or to provide other necessary cooperation, provided that the Provider performed acts connected with the Services, including filing a nil report for the Client, requesting that the Client deliver supporting materials or reserving capacity for the Services in the relevant month. This is without prejudice to Clauses 9 and 10 of this Article.
IX. LIABILITY
1. The Provider represents that it maintains liability insurance covering loss caused in the course of providing the Services.
2. The Client acknowledges that, by entrusting its accounting to another legal entity, namely the Provider, it is not released, as an accounting entity, from responsibility under Section 5 of the Accounting Act to the competent inspection authorities for maintaining its accounting in accordance with the applicable laws.
3. The Provider shall be liable to the Client for loss and loss of profit caused by a breach of the Provider’s obligations under these Terms, in particular for sanctions, penalties or default interest imposed on the Client by the competent inspection and supervisory authorities, including the Financial Administration of the Slovak Republic, tax authorities and other state or local-government institutions, only if they arise from the late or incorrect filing of tax returns, VAT control statements or other materials that the Client is required to provide to the competent public authorities under the applicable laws, and only if the delay or error was caused exclusively by the Provider. Accordingly, the Provider shall not be liable where, for example, the Client failed to deliver information or relevant supporting materials to the Provider within the periods agreed in Articles V and VII of these Terms.
4. The Provider shall not be liable for loss caused to the Client under the preceding Clause of this Article of the Agreement if the Client fails, even in part, to perform its obligations under these Terms, in particular Article VII. If the Provider incurs loss as a result of the Client’s breach of those obligations, the Client shall compensate the Provider for all such loss and reimburse all reasonably incurred costs that the Provider was required to incur unnecessarily in performing the Agreement as a result of the Client’s breach.
5. In accordance with the relevant provisions of the Commercial Code, the Parties agree that, where the Client has a claim against the Provider for compensation for loss arising from the provision of Services under these Terms or the applicable laws, the Provider shall compensate the Client only up to the applicable maximum amount stated below, even if the actual loss is higher:
5.1. for Services specified in Clauses 1.1 or 1.4 of Clause 1, or Clause 2, of Article III that constitute accounting services, the maximum shall be the aggregate remuneration invoiced by the Provider to the Client for the Services provided during the most recently completed quarter; provided that (i) if the Agreement has been in force for a shorter period, the maximum shall be the aggregate remuneration invoiced by the Provider for that shorter period, and (ii) if the Provider and Client agreed that the Client pays annual remuneration for the Services, the maximum shall be the most recently invoiced annual remuneration;
5.2. for Services specified in Clauses 1.2 or 1.3 of Clause 1, or Clause 2, of Article III that constitute personnel and payroll administration services, the maximum shall be calculated by multiplying the average number of the Client’s employees during the most recently completed quarter by the fixed rate per employee, calculated as the Provider’s cost of processing one employee’s payroll as part of the Services, the amount of which the Provider calculates in each invoice for Services delivered to the Client.
6. The Provider shall not be liable for loss caused to the Client by the malfunction of third-party applications, systems, portals or other technical resources beyond the Provider’s control, including portals and systems of public authorities, financial institutions or postal services, where solely for that reason the Provider did not deliver the relevant submission or perform the relevant act within the statutory deadline.
X. CONFIDENTIALITY
1. The Parties agree that information provided in performing the subject matter of the Agreement, i.e. in providing the Services, is confidential information (hereinafter “Confidential Information”). For the purposes of these Terms, Confidential Information includes, in particular:
1.1. information concerning the Client’s commercial activities, business operations, financial position, clients, suppliers, employees and internal processes, including its accounting, payroll, personnel, tax and statistical matters and the outputs of the Services;
1.2. the Provider’s information and know-how, including its procedures for providing the Services, methodologies, templates, specimen documents and policies, internal tools, Client Portal settings and operating data, and access credentials for the Client Portal and other Provider systems;
1.3. other information obtained directly or indirectly by the other Party in connection with performance of the Agreement, whether in written, oral, electronic or any other form.
2. Information shall not constitute Confidential Information if it:
2.1. has been expressly designated by a Party as ordinary, non-confidential information;
2.2. is publicly known or publicly available, unless it became so through a breach of the Agreement or these Terms;
2.3. was demonstrably known to the Party before it was provided by the other Party, without any confidentiality obligation;
2.4. was independently developed by the Party without using the other Party’s Confidential Information;
2.5. must be disclosed or provided under applicable generally binding laws or a decision of a court or other public authority.
3. The Parties shall keep all Confidential Information confidential, actively prevent its unauthorised disclosure to third parties and protect it against unauthorised use. Neither Party may disclose Confidential Information, make it available to a third party or use it for its own benefit beyond performance of the Agreement, unless the Agreement, these Terms or the applicable generally binding laws provide otherwise.
4. The Parties may use Confidential Information solely to perform the Agreement and provide the Services. Any other use, in particular for a Party’s own benefit beyond the Agreement, breaches the confidentiality obligation.
5. The Parties may disclose Confidential Information only to persons who need access to it to perform the Agreement, including their employees, managerial employees, governing bodies, members or shareholders and contractual partners, in particular subcontractors under Clause 4 of Article VI. Those persons must be properly informed of the confidentiality obligation and bound by confidentiality to the same extent as the relevant Party under these Terms. A Party shall be liable for a breach of confidentiality by such persons to the same extent as if the Party had committed the breach itself.
6. Templates, specimen documents, policies, methodologies, procedures and other Provider outputs created in the course of providing the Services that result from the creative intellectual activity of the Provider or its employees under Act No. 185/2015 Coll., the Copyright Act, as amended (hereinafter the “Copyright Act”), constitute the Provider’s trade secrets under Section 17 of the Commercial Code and are also Confidential Information under Clause 1.2 of this Article of the Terms. The Provider grants the Client a non-exclusive licence, unlimited in territory and duration, to use those outputs solely for the Client’s own internal purposes connected with the subject matter of the Agreement. The Client may not reproduce the Provider’s outputs for commercial purposes, assign or provide them to third parties, in particular other providers of accounting or similar services, or otherwise use them contrary to their purpose or the Provider’s interests.
7. The Client shall protect the access credentials for the Client Portal and comply with the Rules for Using the Client Portal in Annex No. 2 and the procedures for reporting security incidents. If, as a result of a system error, technical fault or otherwise, the Client or its Authorised Users accidentally gain access to data belonging to other clients of the Provider, Client Portal operating data, source code or other data not intended for them, they shall proceed in accordance with Annex No. 2.
8. Upon a written request, including in electronic form, delivered by the other Party at any time during or after the Agreement, each Party shall without delay return or destroy all Confidential Information obtained through the cooperation, including all copies, extracts and other records. The Party that returned or destroyed the Confidential Information shall give the other Party a written declaration confirming its return or destruction. This is without prejudice to the Parties’ statutory duties to retain documentation, including accounting, tax and archival documents, under the applicable generally binding laws.
9. If a Party breaches its confidentiality obligation under this Article of the Terms, the breaching Party shall pay the other Party a contractual penalty of €1,000 for each individual breach. The contractual penalty is payable within 14 days after the written demand for payment is delivered to the other Party. Application of the contractual penalty shall not prejudice the injured Party’s right to full compensation for loss, including the part exceeding the contractual penalty. Application of the contractual penalty shall not prejudice the right to compensation for loss caused by the breach of confidentiality.
10. The confidentiality obligation under this Article applies throughout the Agreement and for 5 years after the Agreement terminates in any manner set out in Article XI. For information constituting a trade secret under Section 17 of the Commercial Code, the confidentiality obligation applies without any time limit for as long as the information satisfies the statutory characteristics of a trade secret.
11. The Parties agree that the following shall not constitute a breach of the confidentiality obligation under this Article:
11.1. publication, with the Client’s prior written consent, including in electronic form, of information for a reference concerning the Provider’s Services, comprising the Client’s business name and logo and a brief description of the Services provided to the Client, on the Provider’s website or in its marketing materials;
11.2. publication of information whose disclosure or provision is required by the applicable generally binding laws;
11.3. publication or provision of information that is publicly known or became publicly known other than through a breach of the Agreement;
11.4. publication or provision of information whose publication or provision is agreed by the Parties.
XI. TERM AND TERMINATION OF THE AGREEMENT
1. The Agreement concluded under Article IV of these Terms is entered into for an indefinite period unless otherwise provided below or otherwise agreed by the Parties in a written Agreement.
2. If it is apparent from the nature of the Services ordered by the Client or from its enquiries delivered to the Provider that the Client is interested only in a one-off Service, i.e. one of the Services specified in Clause 2 of Article III of these Terms, in particular the one-off Service specified in Clause 2 of Article III of these Terms (subclause 2.4), the Agreement concluded under Article IV is entered into for a fixed term limited to the period during which the ordered one-off Service is provided, i.e. until the date on which the Provider provides it to the Client within the periods prescribed by the applicable laws or otherwise within the customary periods.
3. The Agreement may be terminated as follows:
3.1. by written agreement of the Parties, including in electronic form, on the date specified in that agreement;
3.2. by either Party giving the other Party written notice, including in electronic form, subject to a three-month notice period beginning on the first day of the month following the month in which the notice was delivered to the other Party;
3.3. by the Provider withdrawing from the Agreement where the Client breaches its contractual obligations under Article V or VII and fails to remedy the breach within an additional period, which may not be shorter than 3 days, granted by the Provider in a written notice, including in electronic form, requiring the Client to fulfil its obligation;
3.4. by the Provider withdrawing from the Agreement under Clause 8 of Article VIII because the Client is more than 30 days late in paying remuneration;
3.5. by the Provider withdrawing from the Agreement under Clause 9 of Article VI of these Terms because the Client persists with an instruction rejected by the Provider;
3.6. by the Client withdrawing from the Agreement under Clause 16 of Article VIII because it does not agree with the updated Price List;
3.7. by the Client withdrawing from the Agreement under Clause 2 of Article XV because it does not agree with the updated or supplemented Terms;
3.8. by either Party withdrawing from the Agreement with immediate effect where the other Party seriously breaches any of the following obligations:
(i) the confidentiality and Confidential Information protection obligations under Article X;
(ii) the Rules for Using the Client Portal in Annex No. 2, including the obligation to protect access credentials under Clause 7 of Article X.
4. Termination of the Agreement under Clause 3 of this Article takes effect:
4.1. where the Parties agree on termination under Clause 3.1 – on the date specified in their agreement;
4.2. where notice is given under Clause 3.2 – upon expiry of the notice period;
4.3. where a Party withdraws from the Agreement under Clauses 3.3 to 3.8 of this Article – when the withdrawal is delivered to the other Party;
4.4. where the condition subsequent under Clause 6 of this Article of the Terms is satisfied – upon expiry of the period specified in that Clause without the act required under that Clause having been performed.
5. If the Agreement is terminated as a result of withdrawal under these Terms, the Parties agree that neither Party shall return the performance received from the other Party up to the effective date of termination resulting from the withdrawal.
6. The Parties agree that an Agreement concluded under Article IV of these Terms, as well as a written Agreement of which these Terms form an integral part, shall also terminate upon satisfaction of the following condition subsequent unless the Parties agree otherwise in the written Agreement:
6.1. if, in accordance with Clause 2 of Article VII of these Terms, the Provider delivers to the Client a written request, including in electronic form, for cooperation, a statement, information, confirmation of a proposed course of action or an instruction, and the Client neither responds to that request in writing, including in electronic form, nor provides the requested cooperation, i.e. takes no action, within 30 days after delivery of the Provider’s request, the Agreement shall terminate upon expiry of that 30-day period without the required act having been performed.
7. The Parties also agree that, if the Agreement terminates in any manner set out in these Terms, and:
7.1. under the Agreement, the Provider provided the Client with personnel and payroll administration Services under Clauses 1.2 and 1.3 of Clause 1 of Article III; and
7.2. the Client delivers to the Provider all information and supporting materials required for the proper provision of the Services no later than 5 working days before termination of the Agreement,
the Provider shall submit on the Client’s behalf all statements and notifications, or fulfil similar obligations prescribed by the applicable laws and forming part of the Services, even where the relevant deadlines fall after termination of the Agreement, provided that they concern the Client’s employees and activities in the final month of the Agreement or the month in which the Agreement terminated.
8. If a Client had entered into a fixed-term Agreement with the Provider under Clause 2 of this Article of the Terms, i.e. where it was apparent from the nature of the Services ordered by the Client or from its enquiries delivered to the Provider that it sought only a one-off Service specified in Article III, and the Provider subsequently contacts the Client with a proposal to provide one-off Services again, i.e. to conclude an Agreement under Clause 2 of this Article, but the Client does not state in writing, including in electronic form, within 30 days after delivery of the Provider’s message whether it requests the one-off Service again, i.e. does not express within that period an intention to conclude an Agreement with the Provider, no Agreement shall be concluded between the Provider and the Client.
XII. PROCESSING OF PERSONAL DATA BY THE PROVIDER AS CONTROLLER
1. In providing the Services under the Agreement, the Provider, acting as controller within the meaning of Article 4(7) of the GDPR, processes the personal data of the Client, where the Client is a natural person acting as an entrepreneur, or of the Client’s contact persons and representatives, where the Client is a legal entity.
2. The Provider shall ensure that the processing of the personal data of the data subjects referred to in the preceding Clause of this Article of the Terms is lawful, fair and transparent. The Provider shall process personal data only for specified purposes and on specified legal bases and shall ensure that all processing of data subjects’ personal data is carried out in accordance with the GDPR and other applicable data-protection legislation. Further information about the Provider’s processing of personal data as controller is published on its website at www.bilvao.com/pravidla-ochrany-a-spracuvania-osobnych-udajov/ or at another designated location.
XIII. PROCESSING OF PERSONAL DATA BY THE PROVIDER AS PROCESSOR
1. The Parties acknowledge that, in providing the Services under the Agreement, the Provider also processes data subjects’ personal data as processor on behalf of the Client as controller within the meaning of the relevant provisions of Article 4 of the GDPR.
2. The Parties agree that, when personal data is processed as described in the preceding Clause of this Article of the Terms, the contractual relationship between the Provider and the Client under the Agreement shall, in accordance with Article 28 of the GDPR, be governed by the separate general terms and conditions for personal data processing, the DPA, published at www.bilvao.com/dpa or at another designated location of which the Provider informs the Client before processing begins, unless the Parties agree otherwise in an individual case.
XIV. LIABILITY FOR DEFECTS
1. The Provider warrants that the Services it provides to Clients under the Agreement and these Terms shall be provided as stipulated in these Terms and shall satisfy the quality requirements applicable to the nature of the Service offered and the Agreement.
2. The Provider shall be liable for defects in a Service throughout the period in which it is provided to the Client.
3. The Client may assert rights arising from liability for defects (hereinafter a “claim”) in relation to the quality of a Service provided, i.e. where the Provider has not provided the ordered Service to the Client as stipulated in these Terms.
4. The Client shall submit a claim to the Provider without undue delay after discovering a defect in the Service provided or after the defect could have been discovered by exercising professional care under Section 428 of the Commercial Code; otherwise, the Client’s right shall lapse.
5. The Client may submit a claim in writing or electronically to the Provider’s contact addresses stated in Article I of the Terms.
6. The claim shall state the name of the Service, the date on which it was provided, the Client’s identification details and the substantiated reasons for the claim. Those reasons shall describe the deficient provision of the Service and set out any other substantiated grounds supporting the Client’s assertions.
7. The Provider shall handle a received claim without undue delay and no later than 30 days after receiving it. Sections 436 et seq. of the Commercial Code apply to the Provider’s further procedure concerning the manner and time for handling the claim.
XV. FINAL PROVISIONS
1. The Parties agree that documents and notices sent by post in connection with the Agreement shall be deemed delivered on the third working day after the date on which the item was handed over for postal carriage; documents delivered in person or by courier shall be deemed delivered when accepted or when acceptance is refused; and documents and notices delivered by Electronic Message shall be deemed received on the working day after the Electronic Message was sent.
2. The Provider may unilaterally update and/or supplement these Terms at any time by notifying the Client 15 days before the changes take effect. Updates or supplements take effect on the date of publication on the Provider’s website or on the effective date stated in the updated and/or supplemented Terms. The Provider shall notify in advance Clients with whom it has concluded an Agreement of any update and/or supplement. Clients who do not agree with the updated and/or supplemented Terms may, by written notice, including in electronic form, delivered to the Provider before the changes take effect, withdraw from the Agreement or agree separate terms governing their contractual relationship with the Provider.
3. The following Annexes to these Terms form severable parts of them and have their own update and publication procedure:
3.1. Annex No. 1 – Price List (www.bilvao.com/cennik-sluzieb/);
3.2. Annex No. 2 – Rules for Using the Client Portal (www.bilvao.com/pravidla-pouzivania-klientskeho-portalu/).
4. If any provision of these Terms is or becomes invalid or ineffective, that invalidity and/or ineffectiveness shall not affect the other provisions, which shall remain valid and effective, or the validity of any Agreement concluded between the Parties on the basis of these Terms, which shall remain valid and effective. If any provision is invalid and/or ineffective, the Provider shall replace it with a new provision that corresponds as closely as possible to the intended content of the original provision. If the invalid and/or ineffective provision affects an Agreement already concluded between the Client and the Provider, the Parties shall replace it by mutual agreement with a provision that corresponds as closely as possible to the intended content of the provision being replaced.
5. If any provision of these Terms conflicts with a provision of a generally applicable law from which the Parties may depart by agreement or whose application they may exclude, the Parties shall be deemed to have departed from that statutory provision or, depending on the nature of the matter, to have excluded its application.
6. These Terms became valid and effective on 01.08.2026, when the Provider operated under the business name BJ accounting services s. r. o. They were updated on 29.08.2026 to reflect the change of the Provider’s business name to BILVAO s. r. o.