of UP KABINET s.r.o., headquartered in Námestie sv. Egídia 62/48, 058 01 Poprad, CRN: 55119174, TIN: 2121872720, company registered in the Commercial Register of the Prešov District Court, department Sro, file number: 45133/P (hereinafter referred to as “the Company” or “the provider”)
phone: +421 950 678 209
1.1 These general terms and conditions (hereinafter referred to as the “GTCs”) of the Company govern the mutual rights and obligations of a natural person and/or legal entity as a customer of a service and the Company as a service provider (hereinafter collectively also as the “contracting parties”), in the matter of providing accounting and possibly and other services of the provider according to the agreement of the contracting parties (hereinafter referred to as “services”).
1.2 These General Terms and Conditions are an integral part of the Contract on the basis of which the provider provides its services to the customer. The company can individually agree with the customer different conditions from these GTCs, which take precedence over these GTCs. Any deviations from these GTCs must be agreed between the parties in writing, otherwise they are invalid.
1.3 The customer is obliged to familiarize himself with the general terms and conditions of the provider before concluding the contract. These General Terms and Conditions apply to all contractual relationships between the provider and the customer, related to the provision of services, from the moment of concluding the Agreement until the moment of full fulfillment of all obligations arising for the contracting parties from the concluded Agreement or otherwise related to it. By concluding the Agreement, the customer is bound by these General Terms and Conditions and expresses his agreement with them. Consent to these General Terms and Conditions can also be expressed in another way, especially through electronic communication between the contracting parties, or implicitly if the customer requests the services of the provider after he was given the opportunity to familiarize himself with these General Terms and Conditions.
1.4 The customer’s terms and conditions (if any) apply only if the provider has expressly, in writing, accepted in the Contract that the customer’s terms and conditions take precedence over the wording of these GTCs. Otherwise, these General Terms and Conditions take precedence over the wording of any business terms and conditions of the customer.
1.5 These General Terms and Conditions do not apply to legal relationships in which the customer has the status of a consumer.
Confidential information is any verbal or written information that is not publicly available and/or any of the contracting parties designates it as confidential, as well as other data of a commercial, financial, operational, technical and/or other nature, provided in oral, written and/or or in electronic form and/or forming the subject of a commercial, tax or banking secret of the contractual party, which will be provided by one contractual party or its cooperating persons to the other contractual party in connection with the subject of these GTCs. Part of the provider’s trade secret is also understood to include the method, preparation and actual implementation of the provider’s services. In case of doubt as to whether certain information is Confidential Information, it is considered to be Confidential Information.
The customer is a natural and/or legal person who has ordered the services of the provider and who has entered into an Agreement with the provider.
The provider is a legal entity that provides services for the customer in accordance with these General Terms and Conditions, and which has concluded a contract with the customer. The Provider is a person authorized and professionally qualified to perform the services that are the subject of the Agreement.
Contract/Agreement means a contract for the provision of services, the subject of which is the performance of accounting work, economic, accounting and business consulting, or the provision of other services, which the contracting parties mutually agree upon in accordance with clause § 269 par. 2 of the Commercial Code between the customer and the Company as a service provider. The terms ‘Contract’ and ‘Agreement’ are used interchangeably in these GTCs.
The contracting parties represent natural and/or legal entities as service orderers and service providers in the sense of these GTCs.
The Service represents the Company’s service that it provides for the customer in accordance with these General Terms and Conditions, namely the implementation and management of accounting and the provision of economic, accounting and business consulting. The service will also be understood as other work that the provider will perform for the customer on the basis of a mutual agreement.
Fine means a financial sanction, which has the nature of a contractual penalty, which the provider can claim from the customer in case of violation of the customer’s obligations arising from those GTCs or from the Contract, if so agreed.
The parties agree that the terms used in these GTCs shall have the meaning set forth in this Article, regardless of whether they appear with an uppercase or lowercase initial letter.
3.1 The contracting parties undertake to provide each other with mutual cooperation in the provision of services in accordance with these GTCs.
3.2 The contractual relationship between the customer and the provider is always governed by the legal order of the Slovak Republic, and thus the applicable law for all cases or disputes that arise in the context of the performance of the Contract is always Slovak. In matters not regulated by these General Terms and Conditions, the rights and obligations of the contracting parties are governed by Act No. 513/1991 Coll. The Commercial Code as amended by later legal regulations (hereinafter referred to as the “Commercial Code”), subsidiarily by the provisions of Act No. 40/1964 Coll. The Civil Code as amended by later legal regulations (hereinafter referred to as the “Civil Code”) and other legal regulations of the Slovak Republic.
3.3 The place of provision of services will be the registered office/place of business of the provider, unless the contracting parties specifically agree otherwise.
3.4 The customer declares that for all claims of the provider against the customer based on the Contract, the limitation period is extended to 10 years from the time when the limitation period first started to run. The passage (not the length) of the limitation period is subject to the general provisions on limitation in the sense of the Commercial Code.
3.5 The contracting parties have agreed that the application or payment of any contractual fine in accordance with the Contract or GTC does not affect the customer’s right to compensation for damages in full, i.e. also in the part exceeding the amount of the contractual fine or any claim for insurance compensation. The contractual parties have agreed that the contractual fine and/or compensation for damages according to the Contract or GTC will always be due on the basis of a written demand for payment within 14 days from the delivery of the demand, unless specifically agreed otherwise.
4.1 The Provider will provide some or all of the services listed in para. 4.2 of this article of the GTCs. The exact scope of services that will be the subject of the Contract and provision will be separately agreed upon by the contracting parties in a written Contract or order, and only the scope of services defined there will be binding for the contracting parties and will constitute the subject of the Contract.
4.2 The services provided by the provider are understood as (while this list does not limit the range of services that can be agreed in the Contract):
4.2.1 accounting in line with the Act no. 431/2002 Coll. on Accounting, as amended (hereinafter referred to as the “Accounting Act”) in the form of single or double-entry accounting, depending on the legal form of the customer and/or the choice of the customer, if such a choice is permitted by general binding regulations, including the accounting outline, initial balances, necessary statements and monitoring of receivables and liabilities broken down by customer, or suppliers; the provider’s accounting services include, in particular, the accounting of the client’s submitted accounting documents 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 valid legal regulations in the field of accounting and taxes as amended; accounting services also include the preparation of documents for the payment of relevant taxes and fees, as well as health and social insurance payments;
4.2.2 processing of regular annual financial statements, preparation and processing of income tax returns and related statutory reports;
4.2.3 processing of extraordinary financial statements of the customer;
4.2.4 processing of documents for the purposes of processing the VAT tax return or other VAT accounting statements, or processing of documents and necessary statements for other types of taxes;
4.2.5 processing of the payroll of the customer’s employees, which includes the management and processing of payslips, the preparation and implementation of transfer orders, reports, applications and de-registrations for the payment of wages and the fulfillment of all levy and registration obligations of employees related to the payment of wages, processing of output, drawing up and handing over pension insurance registration forms, carrying out annual tax settlement – accounting for over-payment, underpayment, issuing confirmation of the amount of income;
4.2.6 providing organizational, economic, business and accounting consultancy and only to the extent of the relevant qualification of the provider; for the avoidance of any doubt, the subject of the provided services is not the provision of legal or tax advice, and legal or tax advice can be the subject of the Agreement only if the provider has the appropriate qualification to provide this advice or if he provides this advice through a third party with the appropriate qualification (i.e. attorney or tax advisor);
4.2.7 creating internal guidelines or instructions in connection with bookkeeping and accounting;
4.2.8 processing of the submitted agenda, overview of contributions to insurance companies and wage recapitulation, or other accounting reports according to mutual agreement and the customer’s needs;
4.2.9 other services agreed on in the Contract.
5.1 The amount of remuneration for the provision of services will be negotiated by the contracting parties separately in the Contract or order of services, which must be mutually agreed upon. If the amount of the reward is determined according to the price list of the provider’s services, this price list will be an integral part of the Agreement. The contracting parties have agreed that all and any prices indicated by the provider will always be considered as prices without VAT and in the event that the provider is or becomes a VAT payer in accordance with the relevant legal regulations, VAT will also be charged in the appropriate amount to the stated price.
5.2 If, during the duration of the contract, the Statistical Office of the Slovak Republic (SR) or another relevant institution, in the event that the Statistical Office of the Slovak Republic is not responsible for this, the officially recognized (confirmed) rate of inflation in the Slovak Republic (currently measured according to the consumer price index) for the previous calendar year, the provider has the right to unilaterally increase the prices of services by 2 times the relevant rate of the announced rate of inflation for the previous calendar year, while the final increased amount of remuneration is rounded up to whole numbers. The price adjustment according to this paragraph will take place from March 1 of the relevant calendar year on the basis of a written notification from the provider, delivered to the customer no later than the end of February of the relevant year. The price may be adjusted for the first time on March 1, 2021. Price increases are always possible upon mutual agreement of the contracting parties.
5.3 Unless otherwise specifically agreed, the remuneration for the services provided is payable after delivery of the service on the basis of the invoice issued by the provider with a maturity of 14 days from the date of issuing the invoice to the account specified in the invoice or another account notified in writing by the provider. Payment of the reward must be credited to the provider’s account no later than the last day of the due date.
5.4 Unless otherwise agreed, the services are considered to have been delivered on the date of delivery of the outputs from the provision of the service to the customer, or the date of execution of the act that was the subject of the provided services (e.g. filing a tax return, etc.). In the event that the contractual parties agree to provide services based on a summary of several services provided for a certain period (i.e. as flat-rate services), the last day of the period for which the flat-rate services are provided is considered to be the date of delivery of these services.
5.5 The contracting parties have agreed that the invoice will be sent to the customer preferably in the form of an electronic invoice, which is in accordance with § 71 par. 1 of Act no. 222/2004 Coll. about VAT by tax document. An electronic invoice may not contain a guaranteed electronic signature. The electronic invoice will be delivered to the customer at an email address determined sufficiently in advance based on the customer’s written notification. The customer agrees to sending an electronic invoice. An electronic invoice is considered delivered on the day it is sent by the provider. The customer undertakes to inform the provider of any changes affecting the sending of electronic invoices, in particular the change of the contact e-mail for sending electronic invoices. The customer confirms that he has exclusive access to the contact e-mail for sending electronic invoices and the provider is not responsible for any leakage of information from this e-mail. The provider is also not responsible for damage or incompleteness of data caused by a malfunction during delivery via the Internet, nor for damages caused by the customer’s low-quality connection to the Internet, or caused by any inability of the customer to connect (gain access) to the Internet. The customer is entitled to revoke the sending of an electronic invoice by written notification delivered to the provider. The revocation is effective at the end of the calendar quarter following the calendar quarter in which the revocation was received.
5.6 The Provider is entitled to demand the payment of an advance payment from the customer, at most in the range of the price of the ordered services according to the Contract. In the event that the subject of performance will be the flat-rate provision of services, the provider is entitled to require the customer to post a security up to the amount of the remuneration that accrues to the provision of services during the agreed notice period of the Agreement, and this security will be settled after the end of the Agreement. The security according to the previous sentence can be used to pay the remuneration for the services, in the event that the customer is late in paying the remuneration by more than 15 days. In the event that the contracting parties agree to provide a deposit or deposit a guarantee for services, the provider is not obliged to start providing services until the entire amount of the agreed deposit is paid, or composition of collateral.
5.7 In case of delay by the customer in paying the reward, the customer is obliged to pay a contractual penalty in the amount of 0.5% of the owed amount for each day of delay. If the customer delays the payment of a due invoice by more than 30 days from its due date, this is considered a material breach of the contract and the provider is entitled to suspend the provision of services according to the contract, while notifying the customer of such suspension of service provision and this suspension will not be considered a breach Contracts and the customer is not entitled to make any claims related to this interruption (i.e. e.g. he is not entitled to a discount on the price, he is not entitled to compensation for damages, should he incur them in this connection). At the same time, in the case according to the previous sentence, the provider is entitled to withdraw from the Agreement with immediate effect.
5.8 The contracting parties have agreed that the remuneration for the services provided does not include the costs incurred by the provider in connection with the proper provision of services (hereinafter referred to as “out-of-pocket expenses”), and these are mainly, but not exclusively, the costs of administrative or court fees, notary fees , fees for officially certified translations or copies of documents requested by the customer, travel reimbursements for business trips outside the provider’s headquarters for the purpose of providing services (e.g. meeting at the client’s place, participation in tax proceedings, etc.). Completed expenses will be billed separately to the customer in addition to the agreed remuneration. The provider is obliged to prove these finished expenses and their amount at the request of the customer.
5.9 The contracting parties have agreed that if a flat-rate fee is agreed upon for the provider’s services for the relevant period, the provider is entitled to this fee regardless of the scope of services actually provided in the relevant period.
6.1 The Provider undertakes for the Customer to perform the agreed services properly and on time, in accordance with the relevant legal regulations and with professional care. The provider is obliged to follow the customer’s instructions, but always only within the limits of generally binding legal regulations. The provider is entitled to refuse to carry out an instruction of the customer that is in conflict with generally binding legal regulations, while at the same time he is obliged to notify the customer of this contradiction as well as the fact that he will not carry out the instruction. The provider is not responsible for damages incurred by the customer as a result of the provider’s actions according to the previous sentence.
6.2 The Provider is obliged to notify the customer of all circumstances that he has discovered during the provision of services under the Contract, and which may have an impact on changing the customer’s instructions. The provider may deviate from the customer’s instructions without his consent only if it is necessary for the purpose of averting imminent damage or if he finds that following the instruction could violate the law and at the same time due to time constraints it is not possible to obtain this consent before carrying out the necessary action.
6.3 The provider will ensure that its services are efficient and economical.
6.4 In order to act with professional care, the provider is entitled to perform for the customer such action/service as it finds necessary, even if it was not specifically agreed upon (ordered), and for this action it is entitled to an adequate remuneration. The provider has a claim according to the previous sentence only if he could not (or did not succeed in making reasonable efforts) to obtain the consent of the customer to perform this action and the performance of the action could not be delayed, or failure to do so could cause damage to the ordering party.
6.5 The provider is only responsible for the correct accounting and registration of the accounting documents received from the customer. The provider is not responsible for the correctness, completeness, legality and truthfulness of the content and form of documents or information from the customer, and the customer is fully responsible for these.
6.6 If the provider discovers formal deficiencies in the submitted accounting and/or tax documents, which are understood to mean only the incompleteness of the relevant accounting and/or tax document in accordance with the relevant legal regulations, it will notify the customer of these and invite him to amend/correct them. In the event that the provider incurs additional costs in connection with the provision, implementation and/or incorporation of the modification/repair of the supplied documents, the provider is entitled to reimbursement from the customer. These costs also mean the costs of the provider’s overtime (e.g. if it is necessary to redo, change, correct, supplement documents prepared according to the original documents) associated with the processing of new modified/corrected documents. Exercising a claim according to this paragraph has no effect on the claim to payment of remuneration for the services provided, including the processing of the original, albeit faulty, documents supplied by the customer). Unless otherwise agreed, the provider is entitled to payment of EUR 30 for every half hour of overtime started.
6.7 For the avoidance of any doubt, the provider is not obliged to examine the content, as well as the formal correctness, completeness and truthfulness of the documents submitted by the customer, which, however, does not preclude the provider’s right to check these facts.
6.8 The provider is not responsible for any consequences associated with any lack of accounting and/or tax documents submitted by the customer. If, during its activities, it discovers deficiencies in any document or the incompleteness of the delivered documents, it will notify the customer. If, despite this warning, the customer insists on accounting and/or registering the document in the original version, or does not repair or supplement the documents, the provider is not responsible for any damages associated with this.
6.9 The Provider is entitled to authorize a third party (subcontractor) in connection with the provision of services under the Agreement without the need for the prior consent of the customer and without limitation. In the case of performing services through subcontractors, the provider is responsible to the customer for the services provided as if he had performed them himself.
6.10 The parties to the contract have agreed that in the event that the customer is in arrears with the payment of any monetary claim of the provider, the provider is entitled to withhold documentation (processed accounting) in the appropriate form or other performance that was the subject and output of the provision of services in accordance with the Agreement, until the full settlement of the provider’s due claims. The right according to the previous sentence does not apply to the documents that were provided by the customer for the performance of the Agreement.
6.11 The Provider agrees that the Customer shall state the full name of the Provider as its supplier of the services agreed in the Contract in its presentation and advertising, business negotiations, or prepared documentation.
7.1 The customer is obliged to provide the provider with all necessary cooperation for the proper, timely and efficient provision of services. In the event that the customer does not provide the necessary cooperation, the provider does not fall into a delay in fulfilling its obligations, if their fulfillment fully or partially depends on the cooperation provided (e.g. on the delivery of documents, provision of information and data for processing, etc.). Failure to provide the necessary cooperation despite a written request from the provider is considered a material breach of the Agreement.
7.2 The customer undertakes to hand over to the provider only true, correct and complete information and documents, which are the basis for the provision of the provider’s services and for the fulfillment of the provider’s obligations. In connection with accounting services, the customer is obliged to provide as a basis only documents that have all the requisites of accounting and tax documents, are in accordance with legal regulations, true, authentic, correct and capture real business and accounting cases and transactions. The customer is responsible for the material content of the accounting/tax documents and for their temporal relevance. The provider is not responsible for damage incurred by the customer in connection with the delivery of false, illegal, incomplete, late supplied or incorrect information and documents for the provision of services, and is not responsible for the correctness of its services and their outputs, if they were caused by the breach of any of the customer’s obligations under this paragraph. The customer is responsible for material and content defects of actions and documents drawn up by the provider based on documents, in the preparation of which the provider did not participate, to the extent that the legal and material defects of these documents had an impact on the performance of the provider’s service itself. Violation of any obligation under this paragraph is considered a material breach of the Agreement.
7.3 The customer declares that he will submit to the provider only documents and information that:
a) are true, correct and complete;
b) meet all requirements according to relevant legal regulations, if they are established;
c) are authentic and capture real business and accounting cases and services provided.
7.4 The customer declares that he will submit to the provider at his request only complete, correct and true data about the end users of the customer’s benefits, data for the purpose of fulfilling the provider’s obligations as a liable person in accordance with Act no. 297/2008 Coll. on protection against the legalization of income from criminal activity and on protection against the financing of terrorism and on the amendment of certain laws (hereinafter referred to as the “AML Act”).
7.5 The customer declares that he will not withhold from the provider any fact that may affect the proper provision of the service by the provider (e.g. correct accounting of the document, correct calculation of tax liability, etc.).
7.6 If any statement referred to in par. 7.3 to 7.5 of this article turns out to be false, it is considered a material breach of the Agreement.
7.7 The customer undertakes to submit all documents for the provision of services properly and within the agreed deadlines. If the contracting parties do not agree otherwise for certain cases, the customer will deliver the documents no later than the following dates:
a) for the processing of the income tax return no later than February 15 of the year following the calendar year for which the tax return is processed; in the event that the customer requests a postponement of the submission of the tax return, the customer is obliged to deliver all documents no later than April 30 of the year following the calendar year for which the tax return is processed;
b) for the processing of the VAT tax return and the processing of related reports no later than 15 working days before the last day of the deadline for submitting the relevant tax return or report that applies to the customer;
c) for the processing of the wages of the customer’s employees no later than 5 working days before the payment date set by the customer as an employer – the customer must notify the provider of the payment date, otherwise the payment date is considered to be the last day of the month following the month for which the salary is calculated;
d) if it is not one of the cases mentioned in letter a) to c) of this provision and the Contract does not specify otherwise, the customer is obliged to provide documents for the provision of the service no later than 10 working days before the agreed or expected date of provision of the service.
If the last day of the deadline for the delivery of documents falls on a Saturday, Sunday or a non-working day in the Slovak Republic, the customer is obliged to submit the documents on the next previous working day.
7.8 If the customer does not deliver all documents within the agreed deadlines, there is a delay on his part and insufficient cooperation in the performance of the Agreement, and the provider in such a case does not guarantee the timeliness of the provision of the agreed service, does not fall into a delay in the fulfillment of his obligations, the deadlines for the provision of services are extended by the period of the customer’s delay in delivering the documents. In this case, the provider is not responsible for damages caused by delayed provision of the service. In case of late delivery of documents, the provider is entitled to refuse to perform the service.
7.9 The contracting parties have agreed that the customer will supply the documents for the provision of services to the provider or a person authorized by him in electronic form and at the same time in paper form, unless they agree otherwise in a specific case. The customer is obliged to deliver the documents to the provider in accordance with this provision during working days, from 9:00 a.m. until 5:00 p.m., with the exception of documents that can be sent and processed electronically by the provider. In the event that the documents prepared by the provider as part of the bookkeeping and/or payroll processing, which are primarily addressed to the tax office, another public administration body, the Social Insurance Company and/or the relevant health insurance company, are not sent to the provider in electronic form, the customer is obliged to submit these documents (including documents for the payment of wages) at the request of the provider to take over for signature and delivery at a pre-arranged place. The customer is obliged to proceed in such a way that all deadlines for handing over, sending and paying for these documents can be met. If the customer does not show up to receive the documents in accordance with this provision within the agreed deadline, the documents are considered to have been handed over on the day on which the handover was originally agreed. The contracting parties have agreed that the place of physical delivery of these documents between the customer and the provider will be the address of the provider’s headquarters, unless the contracting parties agree otherwise for a specific case.
7.10 The customer is fully responsible for the fulfillment of all his notification and registration obligations within the deadlines set by law, except in cases where the provider has been expressly authorized to fulfill any of these obligations. The customer is obliged to notify the provider in advance in writing that the services, or part of them (in terms of elaborated outputs, records, records, etc.) is required to be kept in a certain form in terms of legal regulations or internal company procedures, otherwise the provider is not responsible for damage caused by the provision of services in a form other than that prescribed in a special form.
7.11 The customer does not have the right to unilaterally transfer his claims against the provider from the Agreement to a third party without the prior written consent of the provider, and he does not have the right to unilaterally offset these claims without the prior written consent of the provider.
7.12 The customer grants the provider consent for the provider to use as a reference the name (trade name or other name) and registered office of the customer (hereinafter referred to as “basic information”) and its logo, as well as the type of services provided by the customer, in its presentation, marketing activities and advertising , always in relation to the services that the provider provides or provided to the customer on the basis of the Agreement (hereinafter referred to as “reference”). The customer also agrees to publish basic information and his logo on the provider’s website as his reference. The provider is entitled to publish the reference also through mass communication means, such as print, TV, web, newspapers, and other advertising materials and presentation materials in printed or electronic form. The customer, without the right to any compensation or compensation, gives the provider this consent and the right to use the customer’s basic information and logo for the purpose of providing a reference, even if the customer’s logo is or will be in the future protected by intellectual property rights. This consent is granted by the customer to the provider for the duration of the Agreement and 5 years after its termination, but always for the purposes specified in this paragraph.
7.13 The customer agrees that the provider will send him commercial notices, information materials and news regarding the provider and the range of services in the implementation of which the provider is directly or indirectly involved, as well as information about news in the field of accounting, payroll and HR. The customer is entitled to withdraw this consent in writing at any time.
8.1 The contract is concluded for an indefinite period, unless specifically agreed otherwise. The contract can be terminated in writing by withdrawal, agreement of the contracting parties or termination.
8.2 Each contracting party may withdraw from the contract only for the reasons established in these GTC, the Contract or the law.
8.3 The provider is entitled to withdraw from the contract even if:
a) the customer significantly violates the customer’s obligations set forth in these General Terms and Conditions and/or relevant generally binding legal regulations;
b) any statement of the customer stated in these GTC or the Agreement turns out to be false, incomplete or incorrect;
c) the customer repeatedly (more than 2 times) violates, despite the provider’s notice, any obligation arising from the law, the Contract or these GTC;
d) if, in view of the economic situation or procedure of the customer, there is a justified fear of the provider that the customer will not fulfill or will not fulfill his obligations and duties arising from the Contract in a proper and timely manner;
e) if the client’s assets have been declared bankrupt or if a bankruptcy petition has been filed, or restructuring proceedings have been initiated or restructuring has been permitted or other insolvency proceedings are being conducted against the client, if enforcement proceedings are being conducted against the client, or if it enters into liquidation;
f) if the provider discovers that the customer is bankrupt (in accordance with Act No. 7/2005 Coll.).
8.4 The effects of the withdrawal from the Agreement by the provider occur on the day of delivery of the written notice of withdrawal to the customer.
8.5 The customer is entitled to withdraw from the contract in the event that, despite a written warning from the customer, the provider significantly violates its obligations set forth in these GTC or in the Agreement and/or relevant generally binding legal regulations.
8.6 The effects of the customer’s withdrawal from the Agreement take effect on the last day of the month following the month in which the written notification of withdrawal was delivered to the provider. In the event of withdrawal, the provider is entitled to payment of remuneration for the services rendered and reimbursement of demonstrably incurred costs in connection with the preparation for the execution of the remaining part of the agreed services.
8.7 Each contracting party is entitled to terminate the contract without giving a reason within a two-month notice period, while the contracting parties have agreed that the notice period will begin on the first day of the calendar month following the delivery of the notice to the other contracting party.
8.8 The parties agree that the termination of the Agreement does not affect the provisions of the Agreement regarding claims that arose before the termination of the Agreement, claims from liability for damage and claims from contractual fines if they arose before the termination of the Agreement, nor other provisions of the Agreement and obligations that they are to last even after the expiry of the Agreement, in particular the provisions relating to the obligation of confidentiality and the protection of confidential information and personal data. For the services that were provided before the termination of the Agreement, the customer is obliged to pay the remuneration properly and on time based on the invoice from the provider.
8.9 In the event of termination of the Agreement, the provider is obliged to hand over to the customer all the documents and accounting documentation that he prepared in the course of the provision of services, within the agreed period, otherwise within 30 days from the date of delivery of the customer’s written request, with the exception of the case according to Art. 6. para. 6.10 of these GTCs. The contractual parties have agreed that the provider is obliged to hand over to the customer the outputs from the services provided in electronic form only if the contractual parties have expressly agreed so in advance. For the avoidance of any doubt, unless the contracting parties have expressly agreed otherwise, the provider is not obliged to hand over the outputs of the provided services to the customer in the form of a processed database. The provider will submit the outputs from the managed accounting according to mutual agreement in electronic or paper form.
9.1 If the contracting parties so agree in the Contract or order of services, the provider will also store the documents and outputs of the services provided (i.e., e.g. accounting documents and processed accounting, documents for keeping a payroll or personnel agenda, etc.) for the customer (hereinafter referred to as “Documents “), while this contractual relationship will be adequately governed by the provisions of § 527 et seq. of the Commercial Code on the storage contract. Payment for the storage of Documents will be separately agreed in the Contract or service order. In the event that the contracting parties agree on free storage of Documents, the contract will be considered as a contract concluded pursuant to § 269 par. 2 of the Commercial Code and will be adequately governed by the provisions of § 527 et seq. Commercial Code. If there is no retribution, or gratuity expressly agreed means that the provider is entitled to the usual remuneration. Storage of the Documents will be carried out by delivering them to the provider by the customer for the purpose of providing services according to the Agreement and then leaving them in the care of the provider. The contracting parties have agreed that the provider does not issue a separate confirmation of the deposit of the Documents. The burden of proof regarding the extent of the Documents handed over to the provider for storage is borne by the customer, who is obliged to prove that he handed over the Documents to the provider.
9.2 If the contracting parties do not expressly agree otherwise, the provider and the customer have agreed on the following conditions for the storage of Documents, which they consider to be standard care for entrusted Documents:
a) the provider is not obliged to insure the stored items,
b) storage is carried out by the provider at the risk and responsibility of the customer, while he himself is obliged to ensure only storage in pre-agreed premises (hereinafter referred to as “storage premises”),
c) the customer does not require any special security of the storage premises, and therefore, for the avoidance of doubt, it applies that the storage premises do not have to be secured by a security system, e.g. safe, cameras, guard service, alarm, security door and storage in lockable spaces that are not freely accessible to the public is sufficient; furthermore, special fire protection or other special protection against the elements is not required;
d) the possible transfer of stored Documents is carried out by a normal means of transport, without the need for special security of the Documents, physical supervision of an authorized person is sufficient.
9.3 The Provider is only liable for damages caused by its direct intentional fault or gross negligence (e.g. failure to lock the storage areas, allowing unauthorized third parties free, uncontrolled access to the Documents). In case of doubt as to whether it was gross negligence, it will be considered that it is not gross negligence.
9.4 In the case of storage of Documents, the provider is entitled to invite the customer at any time to take over the Documents, which the customer is obliged to pick up at the place of storage no later than 15 days after the invitation. In case of delay by the customer in receiving the Documents, the provider is entitled to pay a contractual fine of EUR 10 for each day of delay.
9.5 If the contracting parties so agree in the Contract or order of services, the provider will also act as a representative for the client in legal acts and ensure certain activities. For this purpose, the customer shall grant the provider an appropriate written authorization, which precisely defines the scope of actions and activities that the provider will provide for the customer and the scope of the authorization granted. Representation of the customer according to this paragraph is adequately governed by the provisions of § 566 et seq. Commercial Code. Remuneration for the performance of activities according to this paragraph will be separately agreed in the Contract or service order. If the compensation is not explicitly agreed upon, the provider is entitled to the usual compensation. The provider is entitled to terminate the power of attorney and mandate relationship at any time by termination, the effects of which occur upon delivery of the termination to the customer. Possible costs (out-of-pocket expenses) associated with the activity of the provider according to this paragraph are not included in the agreed remuneration.
9.6 The customer acknowledges that the electronic records made by the provider during the provision of services for the customer’s accounting may be the author’s work of the provider, as a database according to § 130 of Act no. 185/2015 Coll. copyright law as amended by later legislation. The way the database is created and maintained in this way is part of the provider’s trade secret and belongs to the provider. The provision of this database is not the subject of the provision of services under the Agreement and is not the subject of transfer to the customer. In this case, the subject performance is only outputs from this database in the form of processed accounting statements in accordance with the relevant legal regulations, unless the contracting parties expressly agree otherwise in writing.
10.1 The contracting parties undertake to maintain confidentiality in order to avoid possible economic damages and unwanted transmission of written or oral information obtained during the performance of activities according to these GTCs, which the parties have expressly agreed upon.
10.2 The subject of the agreement of the Contracting Parties according to this article of these GTCs is the protection of Confidential Information.
10.3 The contracting party is obliged to handle Confidential Information with reasonable care and in good faith, must not disclose such Confidential Information to a third party, nor use it contrary to the purpose for which it was provided, use it for its own needs, for its own benefit and/or for the benefit of third parties.
10.4 The contracting parties are obliged to take measures to ensure information (technical), personnel and organizational security in the performance of their activities in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons in the processing of personal data and on the free movement of such data, which repeals Directive 95/46/EC and Act No. 18/2018 Coll. on the protection of personal data as amended. In particular, they are obliged to maintain the confidentiality of all personal data with which they came into contact during the negotiation of the conclusion or performance of this Agreement and are obliged to handle it exclusively for the purposes of the performance of this Agreement.
10.5 The obligation to keep Confidential Information confidential does not apply to:
a) information that is already publicly known on the date of signing this Agreement or that can already be obtained from commonly available information resources on the day of signing this Agreement;
b) information that becomes publicly known after the signing of this Agreement or that can be obtained from commonly available information means after that date;
c) cases where, on the basis of generally binding legal regulations or on the basis of an obligation imposed by the procedure according to generally binding legal regulations, the contracting party must provide Confidential Information. In such a case, the affected contractual party is obliged to inform the other contractual party about the emergence of its obligation to provide Confidential Information, indicating the scope of this obligation, without unnecessary delay.
d) use of the necessary Confidential Information in cases of court, arbitration, administrative or other proceedings conducted for the purpose of exercising rights under this Agreement.
10.6 The contracting parties undertake that they will not use the Confidential Information for themselves and/or for third parties without the prior written consent of the other contracting party, will not provide it to third parties and will not allow third parties access to the Confidential Information. For the purposes of this article, members of bodies of the Contracting Parties, legal auditors or tax advisors of the Contracting Parties or other service providers, if the provision of such information is necessary for the purpose of providing services, are not considered third parties, who are bound by an obligation of confidentiality with regard to the information made available to them on the basis of generally binding legislation or on the basis of a contractual obligation. A third party is also not considered a person through whom the provider provides services under this Agreement in accordance with Art. 6. para. 6.9 of these GTC.
10.7 The Provider undertakes to entrust the fulfillment of the subject of the contract only to those persons who have been properly informed about the obligation to maintain confidentiality in accordance with the applicable regulations and the Contract.
10.8 The Provider further undertakes to handle Confidential Information safely, to ensure sufficient protection against any loss, theft, destruction, unauthorized access, accidental or other damage or other unauthorized use or processing. In the event of loss, theft, destruction, unauthorized access to Confidential Information, the Supplier is obliged to immediately notify the Customer of this fact in writing. This obligation of confidentiality continues even after the end of the Agreement without time limit.
11.1 The customer acknowledges that the provider is not responsible for damage caused to the customer in connection with the Contract:
a) if the customer deviated from the procedure proposed by the provider;
b) which arose directly or indirectly as a result of the provision of incorrect, untrue, late delivered or incomplete information and/or documents and/or concealment of facts on the part of the customer;
c) if the customer has been warned of the risks resulting from possible different interpretations of legal regulations by the tax administrator, or by the court or other competent authority, and the customer nevertheless proceeded in a way that was identified as risky by the provider;
d) if the customer incurred it as a result of a change in legal regulations or as a result of a change in their generally accepted interpretation, which became valid after the provision of the consulting service.
11.2 Each of the contractual parties undertakes to compensate the other contractual party for damages incurred by non-fulfilment, or breach of obligations arising from the Agreement. The contracting parties further agreed that if the provider violates its legal (contractual or statutory) obligation in connection with the fulfillment of obligations under the Agreement, the provider will be obliged to compensate the customer only for actual damage, while not being responsible for indirect damage, consequential damage and lost profit, and while the maximum the amount of damages that the customer can claim and that the provider will have to compensate, even in the event of multiple damages, regardless of their number and amount, can always be a maximum of EUR 1,500 or the amount of insurance coverage. The contracting parties have agreed that the limitation of liability for damages according to this point applies equally and in its entirety to any damages caused to the customer during the performance of activities according to Article 9 paragraph 9.1 to 9.5 of these GTC.
11.3 Sanctions, fines or other damages incurred by the customer as a result of the provision of incorrect, untrue, late or incomplete information and/or documents and/or concealment of facts to the provider will be paid in full by the customer, and in this case the provider is not liable for any damages incurred responsibility.
11.4 The provider is not responsible for damages caused by the use of documents taken from the customer, if he has warned the customer of their inappropriateness, but the customer nevertheless insisted on their use.
11.5 For the purposes of the General Terms and Conditions, circumstances excluding liability are subject to legal regulation pursuant to § 374 of the Commercial Code. Circumstances excluding responsibility for the breach or non-fulfilment of the provider’s obligations arising from the Contract or the confirmed order, if the fulfillment of these obligations is directly or indirectly delayed, the following cases are considered in particular: stoppage of work ordered by the responsible representative of the customer, for which the provider is not responsible, force majeure, for which, for the purposes of these GTCs, are mainly natural disasters, fires, floods, explosions, riots, wars, interventions by the state, interventions by military authorities, terrorist attacks, actions or omissions by authorities or third parties not caused by the actions of the provider or of the customer, strikes, lockouts, interruption of the supply of electricity, failure of the Internet connection, non-functionality of programs and/or software used in the provision of services, in particular the electronic portal of the public administration, the electronic portal of the financial administration or the electronic communication network of another relevant institution, the non-functionality of the electronic mailbox and Come. In the event of force majeure, the terms resulting from the Agreement will be extended by the duration of the condition caused by force majeure. In the event that force majeure lasts longer than six calendar months, each of the contracting parties is entitled to withdraw from the Agreement.
11.6 The contracting parties undertake to make maximum efforts to avert and overcome circumstances excluding liability.
11.7 The contracting parties have agreed that in the event that, as a result of incorrect provision of the service, the customer is at risk of damage, the customer is obliged to perform all actions aimed at ensuring that the damage does not occur, or was as small as possible. In the event that the customer can perform actions by which he can fully or partially prevent the occurrence of damage and does not perform these actions, he is not entitled to compensation for the part in which he could have prevented it, even if this damage was caused by the provider.
11.8 The customer has the right to eliminate defects as a result of the provider’s breach of contractual obligations. The customer is obliged to complain about any defect in the services provided to the provider no later than 10 days after learning about the defect, but no later than 6 months after the service was provided, otherwise the right to remove the defect as part of the claim for liability for defects expires.
12.1 Unless otherwise stated in this Agreement, all notices, statements, requests, calls and other actions in connection with this Agreement and its performance (hereinafter referred to as “Writing”) must be made in writing and delivered to the address of the other contracting party stated in the Contract or order, or to another address notified by the contracting party for this purpose. For the purpose of delivery by means of electronic communication, the Documents will be delivered to the email address specified in the Contract or order, or to another address notified for this purpose. The contractual party whose address or email address intended for the delivery of Documents has changed is obliged to inform the other contractual party in writing within three days of the change occurring. Until this obligation is fulfilled, the other contractual party can validly deliver to its last known address, last known contact link or email address specified in the Contract or order.
12.2 The document is considered delivered under the following conditions:
a) in the case of personal delivery, by handing over the Document to an authorized person or another person authorized to receive the Document on behalf of this contractual party and by the signature of such person on the receipt and/or copy of the delivered Document, or by refusing to accept the Document by such a person; or by sending mail by electronic mail on the day of proven sending to the specified email address;
b) in the case of delivery via postal transport, the Documents will be considered delivered by the receipt of the Documents by the person authorized to receive the consignments of the contracting party as the addressee; unless the contractual party to whom the shipment is intended, for any reason (addressee unknown, did not collect within the collection period, moved, etc.) does not collect the shipment within the collection period, the shipment is considered delivered on the day when the first, albeit unsuccessful, attempt to its delivery, even if the addressee did not learn about the delivery (depositing at the post office). If the addressee refuses to accept the shipment, it is considered delivered on the day when acceptance of the shipment was refused.
12.3 For the electronic delivery of documents addressed to the customer, if the provider does not receive an error message about the impossibility of delivering the document to the customer’s email address, the document is considered delivered on the day following the day of verifiably sending it to the customer’s email address, even if the customer states he did not learn about the document.
12.4 For the electronic delivery of documents addressed to the provider, the document is considered undelivered until the provider confirms its receipt to the customer with a return email message or by sending a return confirmation that the email message has been read.
13.1 Potential disputes arising from business-obligatory relations between the customer and the provider undertake to resolve primarily by extrajudicial means, e.g. mediation, or they will at least try to find such a solution.
13.2 If these GTC stipulate a written form for a certain act, this is considered to be complied with even if the act is done in electronic form, but only on the condition that the conditions of electronic delivery according to Article 12 of the GTC are observed.
13.3 The Provider undertakes to immediately replace with a new provision any of the provisions of these GTC that are or will become invalid, illegal or ineffective, in such a way that they come as close as possible to the meaning and economic purpose of the replaced provision. The invalidity, illegality or ineffectiveness of any provision of these GTCs or even only part of it will not affect the validity of other provisions of these GTCs, or other parts of the relevant provision, while these GTCs will be interpreted as if invalid, illegal or ineffective provisions had never been contained therein.
13.4 The provider reserves the right to unilaterally change these GTCs. The Provider is obliged to announce the fact that these GTCs have been changed and to publish their new, current wording on the Provider’s website. Changes to these GTCs will become valid and effective on the day they are published on the Provider’s website.
13.5 The customer declares that he has familiarized himself properly and in detail with the content of these General Terms and Conditions in advance, while all the provisions are comprehensible to him and he accepts them in full and feels bound by them.
13.6 These General Terms and Conditions enter into force on 01.01.2023.