GENERAL TERMS AND CONDITIONS

of the legal entity acting as an entrepreneur BJ accounting services s.r.o., with its registered office at Janka Jesenského 564/9, 957 01  Bánovce nad Bebravou, Company ID No.: 53399978, Tax ID No.: 2121383363, registered in the Commercial Register of the District Court Trenčín, Section: Sro, Insert No. 41118/R (hereinafter the “Legal Entity – Entrepreneur” or the “Provider”)

Provider’s contact details:
Tel. no.: +421 919 280 919
E-mail: jakub.buchel@bjaccounting.sk

INTRODUCTORY PROVISIONS

1.1   These general terms and conditions (hereinafter the “Terms”) of the Legal Entity – Entrepreneur govern the mutual rights and obligations of a natural person and/or legal entity as the Client of the Service and of the Legal Entity – Entrepreneur as the Provider of the Service (hereinafter collectively also the “Parties”) in connection with the provision of accounting and, where applicable, other Services by the Provider as agreed by the Parties (hereinafter the “Services”).

1.2.  These Terms form an integral part of the Agreement under which the Provider provides its Services to the Client. The Legal Entity – Entrepreneur and the Client may individually agree terms that differ from these Terms and take precedence over them. Any departures from these Terms must be agreed between the Parties in writing, otherwise they shall be invalid.

1.3    The Client shall become acquainted with the Provider’s Terms before concluding the Agreement. These Terms apply to all contractual relationships between the Provider and the Client concerning the provision of Services, from the conclusion of the Agreement until all obligations arising for the Parties from the Agreement, or otherwise connected with it, have been fully performed. By concluding the Agreement, the Client is bound by and consents to these Terms. Consent to these Terms may also be expressed in another manner, in particular by electronic communication between the Parties or by conduct implying consent where the Client requests the Provider’s Services after having been given an opportunity to become acquainted with these Terms.

1.4     The Client’s terms and conditions (if any) shall apply only if the Provider has expressly accepted in writing in the Agreement that the Client’s terms and conditions take precedence over these Terms. Otherwise, these Terms shall take precedence over any terms and conditions of the Client.

1.5       These Terms shall not apply to legal relationships in which the Client has the status of a consumer.

DEFINITION OF BASIC TERMS

Confidential Information means any oral or written information that is not publicly available and/or that either Party designates as confidential, as well as other data of a commercial, financial, operational, technical and/or other nature, provided orally, in writing and/or electronically and/or constituting the trade, tax or banking secrets of a Party, which one Party or persons cooperating with it provides to the other Party in connection with the subject matter of these Terms. The method, preparation and actual performance of the Provider’s Services also form part of the Provider’s trade secret. In case of doubt as to whether particular information is Confidential Information, it shall be deemed Confidential Information.

Client means a natural person and/or legal entity that has ordered the Provider’s Services and concluded an Agreement with the Provider.

Provider means a legal entity acting as an entrepreneur that provides Services to the Client under these Terms and has concluded an Agreement with the Client. The Provider is authorised and professionally qualified to perform the Services forming the subject matter of the Agreement.

Agreement means an agreement for the provision of services whose subject matter is the performance of accounting work and the provision of economic, accounting and business advice or, where applicable, other Services mutually agreed between the Parties under Section 269(2) of the Commercial Code, between the Client and the Legal Entity – Entrepreneur as the provider of the Service.

Parties means the natural person and/or legal entity acting as the Client of the Service and the Provider of the Service under these Terms.

Service means a service provided by the Legal Entity – Entrepreneur to the Client in accordance with these Terms, in particular performing and maintaining bookkeeping and providing economic, accounting and business advice. The term Service shall also include other work performed by the Provider for the Client on the basis of their mutual agreement.

Penalty means a financial sanction in the nature of a contractual penalty that the Provider may claim from the Client if the Client breaches its obligations under these Terms or the Agreement, where so agreed.

The Parties agree that the expressions used in these Terms shall have the meanings specified in this Article irrespective of whether they begin with an upper-case or lower-case letter.

GENERAL PROVISIONS

3.1       The Parties undertake to cooperate with each other in the provision of Services under these Terms.

3.2       The contractual relationship between the Client and the Provider shall always be governed by the laws of the Slovak Republic; accordingly, Slovak law shall always be the governing law for all matters or disputes arising in the performance of the Agreement. In matters not governed by these Terms, the rights and obligations of the Parties shall be governed by Act No. 513/1991 Coll., the Commercial Code, as amended (hereinafter the “Commercial Code”), on a subsidiary basis by Act No. 40/1964 Coll., the Civil Code, as amended (hereinafter the “Civil Code”), and by other laws of the Slovak Republic.

3.3     The place at which the Services are provided shall be the Provider’s registered office/place of business, unless the Parties separately agree otherwise.

3.4   The Client represents that the limitation period for all of the Provider’s claims against the Client under the Agreement shall be extended to 10 years from the date on which the limitation period first began to run. The general provisions on limitation under the Commercial Code shall apply to the running (but not the length) of the limitation period.

3.5      The Parties agree that the claiming or payment of any contractual penalty under the Agreement or the Terms shall not prejudice the Client’s claim for compensation for loss in full, i.e. including the part exceeding the amount of the contractual penalty, or any claim to insurance proceeds. The Parties agree that any contractual penalty and/or compensation for loss under the Agreement or the Terms shall always be payable on the basis of a written demand for payment within 14 days after delivery of that demand, unless specifically agreed otherwise.

SPECIFICATION OF SERVICES PROVIDED BY THE PROVIDER

4.1       The Provider shall provide the Client with some or all of the Services specified in Clause 4.2 of this Article of the Terms. The exact scope of the Services that will be the subject matter of the Agreement and their provision shall be separately agreed by the Parties in a written Agreement or order, and only the scope of Services specified therein shall be binding on the Parties and constitute the subject matter of performance under the Agreement.

4.2       The Services provided by the Provider shall mean the following:

4.2.1   keeping accounting records under Act No. 431/2002 Coll. on Accounting, as amended (hereinafter the “Accounting Act”), in the form of single-entry or double-entry bookkeeping, depending on the Client’s legal form and/or the Client’s choice where such a choice is permitted by generally applicable laws, including the chart of accounts, opening balances, the required statements and the monitoring of receivables and liabilities broken down by customers and suppliers, respectively; the Provider’s accounting services shall include, in particular, posting the accounting documents submitted by the Client in accordance with the Accounting Act, Act No. 563/2009 Coll. on Tax Administration (Tax Code), Act No. 595/2003 Coll. on Income Tax and other applicable laws governing accounting and taxation, as amended; the accounting services shall also include the preparation of supporting materials for the payment of the relevant taxes and charges, as well as health and social insurance contributions;

4.2.2   preparing ordinary annual financial statements, preparing and processing the income tax return and the related statutory statements;

4.2.3    preparing the Client’s extraordinary financial statements;

4.2.4   preparing supporting materials for the preparation of a VAT return or other accounting statements for VAT purposes, or preparing supporting materials and the required statements for other types of tax (motor vehicle tax, tax on income from dependent activity…);

4.2.5   administering the payroll of the Client’s employees, including maintaining and processing payroll records and payslips; preparing and executing payment orders, reports, registrations and deregistrations relating to the payment of wages; fulfilling all contribution-payment and registration obligations relating to employees in connection with the payment of wages; preparing an employee’s termination documents – a statement of periods of employment; preparing and submitting pension insurance record forms; performing the annual tax reconciliation – settling any overpayment or underpayment; and issuing certificates of income;

4.2.6  providing organisational, economic, business and accounting advice solely within the scope of the Provider’s relevant authorisation (unregulated trades); for the avoidance of doubt, the Services do not include the provision of legal or tax advice, and legal or tax advice may form the subject matter of the Agreement only if the Provider holds the relevant authorisation to provide such advice or arranges such advice through a third party holding the relevant authorisation (i.e. a lawyer or tax adviser);

4.2.7    preparing internal policies or instructions in connection with keeping accounting records;

4.2.8  processing the submitted records, preparing an overview of contributions to insurance institutions and a payroll summary, and, where applicable, other accounting reports as mutually agreed and according to the Client’s needs;

4.2.9  issuing invoices in accordance with the Client’s instructions and sending the invoices by e-mail to an e-mail address designated by the Client;

4.2.10  arranging for the preparation of transfer-pricing documentation;

4.2.11 preparing statistical reports, Intrastat returns, vehicle logbooks and travel-expense statements as agreed with the Client;

4.2.12  reporting to the extent and at the frequency agreed with the Client;

4.2.13  other Services under the Agreement or an order.

PROVIDER’S REMUNERATION

5.1    The Parties shall separately agree the amount of remuneration for the provision of Services in the Agreement or a service order, which must be approved by both Parties. If the amount of remuneration is determined according to the Provider’s price list, that price list shall form an integral part of the Agreement. The Parties agree that all prices quoted by the Provider shall always be deemed exclusive of VAT and, if the Provider is or becomes registered for VAT under the applicable laws, VAT at the applicable rate shall also be charged on the quoted price.

5.2       If, during the term of the Agreement, the Statistical Office of the Slovak Republic (SR), or another competent institution if the Statistical Office of the SR is not competent to do so, officially declares (confirms) the inflation rate in the SR for the preceding calendar year (currently measured by the consumer price index), the Provider may unilaterally increase the prices of the Services by an amount equal to 2 times the applicable announced inflation rate for the preceding calendar year, with the final increased amount of remuneration rounded upwards to a whole number. The prices shall be adjusted under this Clause from 1 March of the relevant calendar year on the basis of a written notice from the Provider delivered to the Client no later than the end of February of the relevant year. The prices may always be increased by mutual agreement of the Parties.

5.3     Unless specifically agreed otherwise, remuneration for the Services provided shall fall due after delivery of the Service, on the basis of an invoice issued by the Provider and payable within 14 days after the invoice is issued, to the account stated in the invoice or another account notified by the Provider in writing. Payment of the remuneration must be credited to the Provider’s account no later than the due date.

5.4    Unless agreed otherwise, the Services shall be deemed delivered on the date on which the outputs of the Service are handed over to the Client or on which the act forming the subject matter of the Services is performed (e.g. the filing of a tax return, etc.). If the Parties agree that the Services will be provided as an aggregate of several Services over a particular period (i.e. as fixed-fee services), the date of delivery of those Services shall be deemed the final day of the period for which the fixed-fee services are provided.

5.5.  The Parties agree that the invoice shall preferably be sent to the Client as an electronic invoice, which constitutes a tax document under Section 71(1) of Act No. 222/2004 Coll. on VAT. An electronic invoice need not contain a guaranteed electronic signature. The electronic invoice shall be delivered to the Client at an e-mail address designated sufficiently in advance by the Client in a written notice. The Client consents to receiving electronic invoices. An electronic invoice shall be deemed delivered on the date on which it is sent by the Provider. The Client undertakes to inform the Provider of any changes affecting the sending of electronic invoices, in particular a change to the contact e-mail address used for sending electronic invoices. The Client confirms that it has exclusive access to the contact e-mail address used for sending electronic invoices, and the Provider shall not be liable for any disclosure of information from that e-mail address. The Provider shall also not be liable for corruption or incompleteness of data caused by a malfunction during delivery over the internet, for loss arising from the Client’s poor-quality internet connection, or for loss arising from any inability of the Client to connect to (obtain access to) the internet. The Client may withdraw its consent to the sending of electronic invoices by a written notice delivered to the Provider. The withdrawal shall take effect upon expiry of the calendar quarter following the calendar quarter in which the withdrawal was delivered.

5.6      The Provider may require the Client to make an advance payment up to the price of the Services ordered under the Agreement. If the subject matter of performance is the provision of Services on a fixed-fee basis, the Provider may require the Client to provide a security deposit up to the amount of the remuneration attributable to the provision of Services during the agreed notice period under the Agreement, and that security deposit shall be settled following termination of the Agreement. The security deposit referred to in the preceding sentence may be applied towards payment of the remuneration for the Services if the Client is more than 15 days late in paying the remuneration. If the Parties agree on an advance payment or a security deposit for the Services, the Provider shall not be obliged to begin providing the Services until the agreed advance has been paid in full or the security deposit has been provided, as applicable.

5.7       If the Client is late in paying the remuneration, the Client shall pay a contractual penalty equal to 0.5 % of the outstanding amount for each day of delay. If the Client is more than 30 days late in paying an invoice after its due date, this shall constitute a material breach of the Agreement and the Provider may suspend the provision of Services under the Agreement; the Provider shall notify the Client of that suspension, which shall not be deemed a breach of the Agreement, and the Client may not assert any claims connected with the suspension (i.e. for example, it shall not be entitled to a price reduction or compensation for loss if it incurs any in that connection). At the same time, in the case referred to in the preceding sentence, the Provider may withdraw from the Agreement with immediate effect without further action.

5.8     The Parties agree that the remuneration for the Services does not include the costs incurred by the Provider in connection with the proper provision of the Services (hereinafter “out-of-pocket expenses”), including in particular, but not limited to, administrative or court fees, notarial fees, fees for officially certified translations or copies of documents requested by the Client, and travel expenses for business trips outside the Provider’s registered office for the purpose of providing the Services (e.g. a meeting at the Client’s premises, attendance at tax proceedings, etc.). Out-of-pocket expenses shall be invoiced separately to the Client in addition to the agreed remuneration. At the Client’s request, the Provider shall substantiate those out-of-pocket expenses and their amount.

5.9    The Parties agree that, if remuneration for the Provider’s Services is agreed as a fixed amount for the relevant period, the Provider shall be entitled to that remuneration irrespective of the scope of the Services actually provided during that period.

RIGHTS AND OBLIGATIONS OF THE PROVIDER

6.1      The Provider undertakes to perform the agreed Services for the Client properly and on time, in accordance with the applicable laws and with professional care. The Provider shall comply with the Client’s instructions, but always only within the limits of generally applicable laws. The Provider may refuse to carry out a Client instruction that conflicts with generally applicable laws and shall at the same time notify the Client of that conflict and of the fact that it will not carry out the instruction. The Provider shall not be liable for loss incurred by the Client as a result of the Provider acting in accordance with the preceding sentence.

6.2      The Provider shall notify the Client of all circumstances identified while providing Services under the Agreement that may require the Client’s instructions to be changed. The Provider may depart from the Client’s instructions without the Client’s consent only if this is necessary to avert imminent loss or if the Provider determines that compliance with an instruction could breach the law and, owing to time constraints, that consent cannot be obtained before the necessary act is performed.

6.3       The Provider shall ensure that its Services are effective and economical.

6.4       In order to act with professional care, the Provider may perform for the Client an act/Service that the Provider identifies as necessary even if it was not separately agreed (ordered), and the Provider shall be entitled to reasonable remuneration for that act. The Provider shall have the entitlement under the preceding sentence only if it was unable, or despite reasonable efforts failed, to obtain the Client’s consent to perform the act and performance of the act could not be delayed, or failure to perform it could cause loss to the Client.

6.5    The Provider shall be responsible only for correctly posting and recording the accounting supporting materials received from the Client. The Provider shall not be liable for the accuracy, completeness, lawfulness or truthfulness of the content or form of documents or information received from the Client, for which the Client shall be fully responsible.

6.6       If the Provider identifies formal deficiencies in accounting and/or tax documents delivered to it, meaning only that the document in question does not contain all particulars required of an accounting and/or tax document under the applicable laws, the Provider shall notify the Client and request that the Client amend or correct the relevant document. If the Provider incurs additional costs in arranging, carrying out and/or incorporating an amendment or correction to the supporting materials delivered, the Provider shall be entitled to reimbursement of those costs by the Client. Those costs shall also include the cost of additional work by the Provider associated with processing newly amended/corrected supporting materials (for example, where it is necessary to arrange their conversion from paper to electronic form or to revise, change, correct or supplement documents prepared on the basis of the original supporting materials). Exercise of the entitlement under this Clause shall have no effect on the entitlement to payment of remuneration for the Services provided, including the processing of the original supporting materials delivered by the Client even where they were defective. Unless otherwise agreed, the Provider shall be entitled to payment of €20 for each commenced half-hour of additional work.

6.7    For the avoidance of doubt, the Provider shall not be required to examine the substantive or formal accuracy, completeness or truthfulness of documents delivered by the Client; this shall not, however, preclude the Provider from verifying those matters.

6.8      The Provider shall not be liable for any consequences associated with any deficiency in an accounting and/or tax document submitted by the Client. If the Provider identifies a deficiency in a document or finds that the documents delivered are incomplete in the course of its activities, it shall notify the Client. If, despite that notification, the Client insists that the document be posted and/or recorded in its original form or fails to correct or supplement the documents, the Provider shall not be liable for any resulting loss.

6.9       In connection with the provision of Services under the Agreement, the Provider may engage a third party (subcontractor) without the Client’s prior consent and without restriction. Where Services are performed through subcontractors, the Provider shall be liable to the Client for the Services provided as if the Provider had performed them itself.

6.10   The Parties agree that, if the Client defaults on payment of any monetary claim of the Provider, the Provider may retain the documentation (the processed accounting records) in the relevant form or any other performance that formed the subject matter and output of the Services under the Agreement until all due claims of the Provider have been settled in full. The right under the preceding sentence shall not apply to documents provided by the Client for the performance of the Agreement.

6.11    The Provider consents to the Client stating the Provider’s full name as its supplier of the Services agreed in the Agreement in the Client’s presentations and advertising, business negotiations or prepared documentation.

6.12     The Provider shall be entitled to record any communication with the Client.

RIGHTS AND OBLIGATIONS OF THE CLIENT

7.1   The Client shall provide the Provider with all cooperation necessary for the proper, timely and effective provision of the Services. If the Client fails to provide the necessary cooperation, the Provider shall not be in default in performing its obligations where their performance depends wholly or partly on that cooperation (for example, the delivery of supporting materials or the provision of information and data for processing). Failure to provide the necessary cooperation despite a written request from the Provider shall constitute a material breach of the Agreement.

7.2     The Client undertakes to deliver to the Provider only true, accurate and complete information and supporting materials serving as the basis for the Provider’s provision of Services and performance of its obligations. In connection with bookkeeping Services, the Client shall provide as supporting materials only documents that contain all particulars required of accounting and tax documents, comply with the applicable laws, are true, authentic and accurate, and record actual business and accounting transactions and performance. The Client shall be responsible for the substantive content of accounting/tax documents and their allocation to the correct period. The Provider shall not be liable for loss incurred by the Client in connection with the delivery of false, unlawful, incomplete, late or incorrect information or supporting materials for the provision of the Services, nor shall the Provider be liable for any inaccuracy in its Services or their outputs where that inaccuracy was caused by a breach of any obligation of the Client under this Clause. The Client shall be responsible for substantive and content-related defects in acts and documents prepared by the Provider on the basis of supporting materials in the preparation of which the Provider did not participate, to the extent that legal and factual errors in those supporting materials affected the performance of the Provider’s Service. A breach of any obligation under this Clause shall constitute a material breach of the Agreement.

7.3       The Client represents that it will submit to the Provider only documents and information that:

1. are true, accurate and complete;

2. meet all requirements under the applicable laws, where such requirements are prescribed;

3. are authentic and record actual business and accounting transactions and performance.

7.4     The Client represents that, at the Provider’s request, it will provide only complete, accurate and truthful data concerning the Client’s ultimate beneficial owners and data required for the Provider to fulfil its obligations as an obliged entity under Act No. 297/2008 Coll. on the Prevention of Legalisation of Proceeds of Criminal Activity and Terrorist Financing and on Amendments to Certain Acts (hereinafter the “AML Act”).

7.5     The Client represents that it will not conceal from the Provider any fact that may affect the Provider’s proper provision of a Service (for example, the correct posting of a document, the correct calculation of a tax liability, and similar matters).

7.6       If any representation set out in Clauses 7.3 to 7.5 of this Article proves untrue, this shall constitute a material breach of the Agreement.

7.7       The Client undertakes to deliver all supporting materials for the provision of the Services properly and within the agreed deadlines. Unless the Parties agree otherwise for a particular case, the Client shall deliver the supporting materials no later than the following deadlines:

1. for preparation of an income tax return, no later than 15 February of the year following the calendar year for which the tax return is prepared; if the Client requests a deferral of the filing of the tax return, the Client shall deliver all supporting materials no later than 30 April of the year following the calendar year for which the tax return is prepared;

2. for preparation of a VAT return and the related reports, no later than 15 working days before the final day of the deadline applicable to the Client for filing the relevant tax return or report;

3. for processing the payroll of the Client’s employees, no later than 5 working days before the payday set by the Client as employer; the Client shall notify the Provider of the payday, failing which the payday shall be deemed to be the final day of the month following the month for which the wage is calculated;

4. if the matter does not fall within any of the cases referred to in points (a) to (c) of this provision and the Agreement does not provide otherwise, the Client shall provide the supporting materials for the provision of a Service no later than 10 working days before the agreed or expected date on which the Service is to be provided.

If the last day of any such deadline for delivering supporting materials falls on a Saturday, Sunday or non-working day in the Slovak Republic, the Client shall deliver the supporting materials on the immediately preceding working day.

7.8   If the Client fails to deliver all supporting materials within the agreed deadlines, the Client shall be in default and shall have failed to provide sufficient cooperation in the performance of the Agreement. In that case, the Provider shall not guarantee that the agreed Service will be provided on time, shall not be in default in performing its obligations, and the deadlines for the provision of the Services shall be extended by the period of the Client’s delay in delivering the supporting materials. In that case, the Provider shall not be liable for loss caused by the delayed provision of a Service. If the supporting materials are delivered late, the Provider may refuse to perform the Service.

7.9      The Parties agree that the Client shall deliver supporting materials for the provision of the Services to the Provider or a person authorised by the Provider in electronic form. The Client shall convert an accounting record by scanning it or taking a photograph of it in PDF, HEIC, JPG, JPEG, GIF, PNG, TIFF or BMP file format. The Client shall
ensure that the content of the accounting record in the new form is identical to its content in the original form. The converted record shall be deemed verifiable, and the Client shall ensure that the accounting record is verifiable, for example through e-mail communications with a business partner, orders issued, delivery notes received, transport documents, agreements and other documents. The Client shall deliver the supporting materials to the Provider in the manner agreed in advance. If the Client delivers the supporting materials in a form other than electronic form, the Provider shall be entitled to compensation for additional work under Article 6, Rights and Obligations of the Client, Clause 6.6. If supporting materials prepared by the Provider as part of bookkeeping and/or payroll administration and addressed primarily to the tax authority, another public authority, the Social Insurance Agency and/or the relevant health insurance company are not submitted electronically by the Provider, the Client shall, at the Provider’s request, collect those supporting materials (including supporting materials for the payment of wages) for signature and delivery at the place agreed in advance. In doing so, the Client shall proceed in a manner that enables all deadlines for the delivery, submission and payment of those supporting materials to be met.

7.10    The Client shall be fully responsible for fulfilling all its notification and registration obligations within the statutory deadlines, except where the Provider has been expressly entrusted with fulfilling any such obligation. The Client shall notify the Provider in writing and in advance if, under the applicable laws or the Client’s internal corporate procedures, the Services or any part of them (in terms of the outputs, records, registers and similar materials prepared) must be maintained in a particular form; otherwise, the Provider shall not be liable for loss caused by providing the Services in a form other than the particular form so prescribed.

7.11     Without the Provider’s prior written consent, the Client shall not be entitled to assign unilaterally to a third party any of its claims against the Provider under the Agreement or to set off unilaterally any such claims.

7.12   The Client consents to the Provider using, as a reference in the Provider’s presentations, marketing activities and advertising, the Client’s name (business name or other name) and registered office (hereinafter the “Basic Information”) and the Client’s logo, and, where applicable, the type of services provided by the Client, in each case in connection with the Services that the Provider provides or has provided to the Client under the Agreement (hereinafter the “Reference”). The Client also consents to the publication of the Basic Information and its logo as a Reference on the Provider’s website. The Provider may also publish the Reference through mass media, such as the press, television, the web, newspapers and other advertising and presentation materials in printed or electronic form. Without entitlement to any remuneration or compensation, the Client grants the Provider this consent and the right to use the Client’s Basic Information and logo for the purpose of presenting the Reference, including where the Client’s logo is or will in the future be protected by intellectual property rights. The Client grants this consent to the Provider for the term of the Agreement and for 5 years after its termination, in each case solely for the purposes specified in this Clause.

7.13    The Client consents to the Provider sending it commercial communications, information materials and news concerning the Provider and service offerings in whose provision the Provider is directly or indirectly involved, as well as information about developments in accounting, payroll and personnel matters. The Client may withdraw this consent at any time in writing.

TERM OF THE AGREEMENT

1     The Agreement is entered into for an indefinite period unless specifically agreed otherwise. The Agreement may be terminated in writing by withdrawal, agreement of the Parties or notice of termination.

8.2       Either Party may withdraw from the Agreement only on the grounds set out in these Terms, the Agreement or the law.

8.3       The Provider may also withdraw from the Agreement if:

1. the Client materially breaches the Client’s obligations under these Terms and/or the applicable generally binding laws;

2. any representation of the Client set out in these Terms or the Agreement proves untrue, incomplete or incorrect;

3. despite a warning from the Provider, the Client repeatedly (on more than 2 occasions) breaches any obligation imposed on it by law, the Agreement or these Terms;

4. in view of the Client’s economic situation or conduct, the Provider has reasonable grounds to believe that the Client will not properly and on time discharge or perform its commitments and obligations under the Agreement;

5. bankruptcy is declared in respect of the Client’s assets, a petition for bankruptcy is filed, restructuring proceedings are commenced, restructuring is permitted, other insolvency proceedings are pending against the Client, enforcement proceedings are conducted against the Client, or the Client enters liquidation;

6. the Provider finds that the Client is insolvent (within the meaning of Act No. 7/2005 Coll.).

8.4    The Provider’s withdrawal from the Agreement shall take effect on the date on which written notice of withdrawal is delivered to the Client.

8.5     The Client may withdraw from the Agreement if, despite a written warning from the Client, the Provider materially breaches its obligations under these Terms or the Agreement and/or the applicable generally binding laws.

8.6      The Client’s withdrawal from the Agreement shall take effect on the final day of the month following the month in which written notice of withdrawal was delivered to the Provider. In the event of withdrawal, the Provider shall be entitled to payment of remuneration for the Services performed and reimbursement of costs shown to have been incurred connected with preparing to perform the remaining part of the agreed Services.

8.7       Either Party may terminate the Agreement without giving a reason by giving two months’ notice. The Parties agree that the notice period shall begin on the first day of the calendar month following delivery of the notice to the other Party.

8.8      The Parties agree that termination of the Agreement shall not affect the provisions of the Agreement concerning claims that arose before termination of the Agreement, claims arising from liability for loss and claims for contractual penalties, if they arose before the Agreement was terminated, or any other provisions of the Agreement and obligations intended to survive the termination of the Agreement, in particular provisions concerning confidentiality obligations and the protection of confidential information and personal data. The Client shall pay the remuneration for Services provided before termination of the Agreement properly and on time on the basis of the Provider’s billing.

8.9    Upon termination of the Agreement, the Provider shall deliver to the Client all documents and accounting documentation prepared by the Provider as part of the Services within the agreed period or, if no period has been agreed, within 30 days after receiving the Client’s written request, except in the case referred to in Article 6, Clause 6.10 of these Terms. The Parties agree that the Provider shall be required to deliver the outputs of the Services to the Client in electronic form only if the Parties expressly agreed this in advance. For the avoidance of doubt, unless the Parties expressly agreed otherwise, the Provider shall not be required to deliver the outputs of the Services to the Client in the form of a processed database. The Provider shall deliver the bookkeeping outputs as a suitably password-protected ZIP file by e-mail, containing completed tax forms and financial-statement forms (VAT, motor vehicle tax, income tax, …), a tax calculation, payroll records, a documentary inventory and inventory-taking as at the final day of the Agreement, and outputs from the accounting software in PDF/XLSX format (accounting journal, general ledger, accounts receivable and payable ledgers, chart of accounts, and a list of assets with accounting and tax depreciation). At the same time, the Provider shall deliver, in the manner agreed by the Parties, the original documents in its possession that the Client delivered to the Provider during the term of the Agreement.

SPECIAL PROVISIONS

9.1      If the Parties so agree in the Agreement or a service order, the Provider shall also store for the Client documents and outputs of the Services (i.e. for example accounting documents and processed accounting records, documents relating to payroll or personnel administration, and similar materials) (hereinafter the “Documents”). That contractual relationship shall be governed, as appropriate, by Sections 527 et seq. of the Commercial Code concerning a storage agreement. The remuneration for storing the Documents shall be agreed separately in the Agreement or service order. If the Parties agree that the Documents will be stored free of charge, the agreement shall be deemed an agreement concluded under Section 269(2) of the Commercial Code and shall be governed, as appropriate, by Sections 527 et seq. of the Commercial Code. If neither remuneration nor the fact that storage is free of charge has been expressly agreed, the Provider shall be entitled to the customary remuneration. The Documents shall be placed in storage when they are delivered by the Client to the Provider for the purpose of providing Services under the Agreement and subsequently remain in the Provider’s custody. The Parties agree that the Provider shall not issue a separate confirmation of the storage of the Documents. The Client shall bear the burden of proving the extent of the Documents delivered to the Provider for storage and shall prove that it delivered those Documents to the Provider.

9.2    Unless the Parties expressly agree otherwise, the Provider and the Client agree to the following conditions for storing Documents in technical form, which shall be regarded as the standard level of care for the entrusted Documents:

1. the Provider shall not be required to insure Documents stored in technical (electronic) form on data carriers,

2. the Provider shall store the data carriers at the Client’s risk and responsibility and shall itself be required only to ensure storage on the data carriers agreed in advance (hereinafter the “Data Carrier Storage Premises”),

3. the Client does not require any special security for the Data Carrier Storage Premises; accordingly, for the avoidance of doubt, the Data Carrier Storage Premises need not be protected by a security system such as a safe, cameras, a security service, an alarm or security doors, and storage in locked premises that are not freely accessible to the public shall be sufficient; nor is any special fire protection or other special protection against natural hazards required;

9.3      The Client shall ensure the authenticity of origin, integrity of content and legibility of the accounting records, i.e. the Documents delivered to the Provider.

9.4       The Provider shall be liable only for loss caused by its direct wilful misconduct or gross negligence (for example, failure to lock the Data Carrier Storage Premises or allowing unauthorised third parties free and uncontrolled access to the Documents). In case of doubt as to whether gross negligence occurred, it shall be deemed not to have occurred.

9.5      Where Documents are being stored, the Provider may at any time require the Client to take receipt of the Documents, which shall be delivered to the Client by electronic means and secured in the manner agreed in advance.

9.6      If the Parties so agree in the Agreement or a service order, the Provider shall also represent the Client in legal acts and arrange certain activities for the Client. For that purpose, the Client shall grant the Provider an appropriate written power of attorney precisely defining the scope of the acts and activities that the Provider will arrange for the Client and the scope of the authority granted. The representation of the Client under this Clause shall be governed, as appropriate, by Sections 566 et seq. of the Commercial Code. The remuneration for the activities under this Clause shall be agreed separately in the Agreement or service order. If the remuneration is not expressly agreed, the Provider shall be entitled to the customary remuneration. The Provider may terminate the power of attorney and the mandate relationship at any time by notice, which shall take effect upon delivery of the notice to the Client. Any costs (out-of-pocket expenses) connected with the Provider’s activities under this Clause are not included in the agreed remuneration.

9.7     The Client acknowledges that electronic records created by the Provider when providing Services in connection with the Client’s bookkeeping may constitute a copyright work belonging to the Provider in the form of a database under Section 130 of Act No. 185/2015 Coll., the Copyright Act, as amended. The method used to create and maintain such a database forms part of the Provider’s trade secret and belongs to the Provider. Provision of that database does not form part of the Services under the Agreement, nor is the database to be delivered to the Client. In this case, the subject matter of performance consists solely of outputs from that database in the form of processed accounting reports under the applicable laws, unless the Parties expressly agree otherwise in writing.

CONFIDENTIALITY OF INFORMATION

10.1   The Parties undertake, in order to prevent possible economic loss and the undesirable disclosure of written or oral information obtained in the performance of activities under these Terms, to maintain confidentiality, as expressly agreed by the Parties.

10.2     The subject matter of the Parties’ agreement under this Article of these Terms is the protection of Confidential Information.

10.3    A Party shall handle Confidential Information with reasonable care and in good faith, shall not disclose such Confidential Information to any third party or use it contrary to the purpose for which it was provided, or use it for its own needs, for its own benefit and/or for the benefit of third parties.

10.4    The Parties shall, in carrying out their activities, adopt measures to ensure information (technical), personnel and organisational security in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27. 4. 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, and Act No. 18/2018 Coll. on Personal Data Protection, as amended. In particular, they shall keep confidential all personal data with which they came into contact when negotiating the conclusion or performing this Agreement and shall handle such data solely for the purposes of performing this Agreement.

10.5     The obligation to maintain the confidentiality of Confidential Information does not apply to:

1. information that is already publicly known on the date this Agreement is signed or that can already be obtained on that date from generally available sources;

2. information that becomes publicly known after this Agreement is signed or that can be obtained after that date from generally available sources;

3. cases in which a Party must provide Confidential Information pursuant to generally applicable laws or an obligation imposed under a procedure prescribed by generally applicable laws. In such a case, the Party concerned shall inform the other Party, without undue delay, that its obligation to provide Confidential Information has arisen and state the scope of that obligation,

4. the use of necessary Confidential Information in judicial, arbitration, administrative or other proceedings conducted for the purpose of exercising rights under this Agreement.

10.6     The Parties undertake that, without the other Party’s prior written consent, they shall not use Confidential Information for themselves and/or third parties, provide it to third parties or allow third parties access to Confidential Information. For the purposes of this Article, members of the Parties’ governing bodies, the Parties’ auditors, legal or tax advisers, or other service providers shall not be considered third parties where disclosure of such information is necessary for the provision of services, provided that they are bound, in respect of information disclosed to them, by a confidentiality obligation under generally applicable laws or a contractual obligation. A person through whom the Provider provides the Services under this Agreement in accordance with Article 6, Clause 6.9 of these Terms shall not be considered a third party either.

10.7   The Provider undertakes to entrust performance of the subject matter of the Agreement only to persons who have been duly instructed regarding the duty of confidentiality under the applicable laws and the Agreement.

10.8    The Provider further undertakes to handle Confidential Information securely and ensure that it is adequately protected against any loss, theft, destruction, unauthorised access, accidental or other damage, or other unauthorised use or processing. In the event of loss, theft, destruction or unauthorised access to Confidential Information, the Supplier shall notify the Client of that fact in writing without delay. This confidentiality obligation shall continue after termination of the Agreement without any time limit.

LIABILITY FOR LOSS AND LIABILITY FOR DEFECTS

11.1  The Client acknowledges that the Provider shall not be liable for loss incurred by the Client in connection with the Agreement:

1. where the Client departed from the procedure proposed by the Provider;

2. arising directly or indirectly as a result of the provision of incorrect, false, late or incomplete information and/or supporting materials and/or the Client’s concealment of facts;

3. where the Provider warned the Client of risks arising from possible differing interpretations of laws by the tax administrator, a court or another competent authority, and the Client nevertheless followed a course of action identified by the Provider as risky;

4. where the loss arose for the Client as a result of a change in the laws or a change in their generally accepted interpretation, where the relevant change took effect after the advisory service was provided.

11.2   Each Party undertakes to compensate the other Party for any loss incurred by that other Party as a result of the non-performance or breach of obligations arising from the Agreement. The Parties further agree that if, in connection with the performance of obligations under the Agreement, the Provider breaches a legal obligation (contractual or statutory), the Provider shall compensate the Client only for actual loss and shall not be liable for indirect loss, consequential loss or loss of profit; the maximum aggregate amount of compensation for loss that the Client may claim and the Provider is required to pay, including where multiple losses arise and irrespective of their number and amount, shall in all cases be limited to EUR 1,500. The Parties agree that the limitation of liability for loss under this Clause shall apply equally and in full to any loss caused to the Client in the performance of activities under Article 9, Clauses 9.1 to 9.5 of these Terms.

11.3   Any sanctions, fines or other loss incurred by the Client as a result of providing the Provider with incorrect, false, late or incomplete information and/or documents and/or concealing facts from the Provider shall be borne in full by the Client, and the Provider shall bear no liability for such loss.

11.4     The Provider shall not be liable for loss caused by the use of supporting materials received from the Client where the Provider warned the Client that they were unsuitable but the Client nevertheless insisted on their use.

11.5     For the purposes of these Terms, the legal regime governing circumstances excluding liability under Section 374 of the Commercial Code shall apply. Circumstances excluding liability for a breach or non-performance of the Provider’s obligations arising from the Agreement or a confirmed order, where the performance of those obligations is directly or indirectly delayed, shall include in particular the following: suspension of work ordered by the Client’s responsible representative for which the Provider is not responsible; force majeure, which for the purposes of these Terms includes in particular natural disasters, fires, floods, explosions, civil unrest, wars, government interventions, interventions by military authorities, terrorist attacks, acts or omissions of authorities or third parties not caused by the actions of the Provider or the Client, strikes, lockouts, interruptions of electricity supply, internet outages, malfunction of programs and/or software used in providing the Services, in particular the electronic public administration portal, the electronic Financial Administration portal or the electronic communications network of another competent institution, malfunction of an electronic mailbox, and similar events. If force majeure occurs, the deadlines under the Agreement shall be extended by the duration of the circumstances caused by force majeure. If force majeure continues for more than six calendar months, either Party may withdraw from the Agreement.

11.6  The Parties undertake to use their best efforts to avert and overcome circumstances excluding liability.

11.7   The Parties agree that, if the Client is exposed to a risk of loss as a result of the improper provision of a Service, the Client shall, as a matter of priority, take all steps aimed at preventing the loss from arising or minimising it. If the Client is able to take steps that could wholly or partially prevent the loss and fails to take those steps, the Client shall not be entitled to compensation for the part of the loss that it could have prevented, even if the loss was caused by the Provider.

11.8    The Client shall be entitled to have defects remedied where they result from the Provider’s breach of its contractual obligations. The Client shall submit a claim to the Provider in respect of any defect in the Services provided no later than 10 days after becoming aware of the defect and, in any event, no later than 6 months after the Service was provided; otherwise, the right to have the defect remedied as part of a claim arising from liability for defects shall lapse.

PERSONAL DATA PROTECTION

12.1    The Parties acknowledge and agree that, within the contractual relationship established by the Agreement and for the purposes of 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) (hereinafter the “Regulation”), the Provider is a processor under Article 28 of the Regulation and the Client is a controller under Article 4(7) of the Regulation. The Parties shall set out the further terms governing the processing of personal data between them in a separate agreement concluded under Article 28(3) of the Regulation.

DELIVERY

13.1     Unless otherwise provided in this Agreement, all notices, statements, requests, demands and other acts relating to this Agreement and its performance (hereinafter a “Written Communication”) shall be made in writing and delivered to the address of the other Party specified in the Agreement or order, or to another address notified by a Party for that purpose. For delivery by electronic means, Written Communications shall be delivered to the e-mail address specified in the Agreement or order, or to another address notified for that purpose. A Party whose address or e-mail address designated for delivery of Written Communications changes shall inform the other Party in writing within three days after the change occurred. Until that obligation has been fulfilled, the other Party may validly deliver to that Party’s last known address, last known contact details or the e-mail address specified in the Agreement or order.

13.2     A Written Communication shall be deemed delivered under the following conditions:

1. in the case of personal delivery, upon handover of the Written Communication to an authorised person or another person authorised to receive Written Communications on behalf of that Party and signature by that person on the delivery receipt and/or a copy of the Written Communication being delivered, or upon that person refusing to accept it; or, if sent by e-mail, on the date on which it is demonstrably sent to the designated e-mail address;

2. in the case of delivery by post, Written Communications shall be deemed delivered upon acceptance of the Written Communication by a person authorised to receive postal items on behalf of the Party as addressee; if the Party to which the item is addressed fails for any reason (addressee unknown, not collected within the collection period, moved away, etc.) to collect the item within the collection period, the item shall be deemed delivered on the date on which the first attempt to deliver it was made, even if unsuccessful and even if the addressee did not learn of the delivery (deposit at the post office). If the addressee refuses to accept the item, it shall be deemed delivered on the date on which acceptance was refused.

13.3   For electronic delivery of Written Communications addressed to the Client, if the Provider does not receive an error message indicating that the Written Communication could not be delivered to the Client’s e-mail address, it shall be deemed delivered on the day following the day on which it was demonstrably sent to the Client’s e-mail address, even if the Client did not become aware of it.

13.4    For electronic delivery of Written Communications addressed to the Provider, a Written Communication shall be deemed not to have been delivered until the Provider confirms receipt to the Client by a return e-mail message or by sending a return read receipt for the e-mail message.

FINAL PROVISIONS

14.1    The Client and the Provider undertake to resolve any disputes arising from their commercial contractual relationships primarily by out-of-court means, or at least to attempt such resolution.

14.2    The Parties agree and represent that all disputes arising from and/or relating to legal relationships under this Agreement, including all ancillary legal relationships, claims for restitution of unjust enrichment, claims for compensation for loss, and disputes concerning the validity, interpretation or termination of this Agreement, shall be resolved:

1. before the arbitrator JUDr. Milan Vojtek, with an office at Jilemnického 30, 036 01 Martin, Slovak Republic, or before another arbitrator or arbitral tribunal in a Member State of the European Union appointed by JUDr. Milan Vojtek, with an office at Jilemnického 30, 036 01 Martin, in accordance with the procedure under Section 8(1) of the Arbitration Act (hereinafter “ZoRK”) (agreed method of appointing the arbitrator). The proceedings shall be conducted in writing under Slovak law, in accordance with the Rules of Procedure of the ARBITRÁŽ Arbitration Court (where the matter is decided by an arbitral tribunal), or the Rules of Procedure (where the matter is decided by an arbitrator), published at www.arbitraz.sk, and, in commercial-law disputes, in accordance with the principles of equity (Section 31(4) of ZoRK).

In the cases provided for in Section 22a of ZoRK, the application shall not be served on the opposing party. The decision resulting from the arbitration proceedings shall be final, binding and enforceable on the Parties.

The requirement that the arbitration agreement be in writing shall also be satisfied where:

The Parties agree that if the claimant brings an action before an ordinary court for determination of a dispute arising from this Agreement, that fact shall be deemed a condition subsequent terminating the arbitration clause /subparagraph (a)/; this sentence shall not apply if, before the action was brought before the court, an action had been brought before an arbitrator in a matter over which this arbitration clause confers jurisdiction on the arbitrator/arbitral tribunal in accordance with the internal rules of the arbitrator/arbitral tribunal.

14.3     If these Terms require a particular act to be in writing, that requirement shall also be deemed satisfied where the act is performed electronically, but only provided that the conditions for electronic delivery under Article 12 of the Terms are met.

14.4     The Provider undertakes, without delay, to replace with a new provision any provision of these Terms that is or becomes invalid, unlawful or ineffective, so that the replacement corresponds as closely as possible to the meaning and economic purpose of the provision being replaced. The invalidity, unlawfulness or ineffectiveness of any provision of these Terms or any part thereof shall not affect the validity of the remaining provisions of these Terms or the remaining parts of the relevant provision, and these Terms shall be interpreted as if the invalid, unlawful or ineffective provision had never been included in them.

14.5     The Provider reserves the right unilaterally to amend these Terms. The Provider shall give notice that these Terms have been amended and publish their new, current wording on the Provider’s website. Amendments to these Terms shall become valid and effective on the date of their publication on the Provider’s website.

14.6     The Client represents that it has duly and thoroughly familiarised itself in advance with the content of these Terms, that all their provisions are comprehensible to it, and that it accepts them in full and considers itself bound by them.

14.7     These Terms take effect on 01.02.2022.