These general terms and conditions set out the main terms and conditions governing the provision of services to clients of ProFid Accounting s.r.o.
1. definition
In addition to terms defined elsewhere in these general terms and conditions, the following terms shall have the meanings set out below:
1.1. Company – ProFid Accounting s.r.o., company ID No.: 24772275, with registered office at Modřínová 1432/75, Kobylisy, 182 00 Prague 8, registered in the Commercial Register kept by the Municipal Court in Prague under No. C 173065;
1.2. Contract – a contract for the provision of services concluded between the Company and the Client regarding the rights and obligations of the parties with respect to the provision of Services, which consists in particular of these General Terms and Conditions of ProFid Accounting s.r.o., or any Special Terms and Conditions concluded, e.g. regarding information on prices or descriptions of additional services;
1.3. Client – a person who requests (orders) the Services and concludes a written Contract with the Company;
1.4. Services – the services and activities provided by the Company pursuant to the Contract, in particular the provision of Accounting Services and any other similar and/or related services if agreed in a written Contract;
1.5. Accounting services – the services of processing the complete accounting agenda, i.e. bookkeeping and tax record keeping as defined by applicable laws and regulations, in particular the content of the subject matter of the trade "Activities of Accounting Advisors, Bookkeeping, Tax Record Keeping", including related consulting and administrative services provided by the Company to the Client, whereby a more detailed specification of such services is set out in the written Agreement; the Client acknowledges that the services provided do not include the provision of tax consulting or auditing services; and
1.6. Remuneration – the price payable by the Client for the provision of the Services, which includes the provision of Accounting Services.
2. conclusion of the agreement
2.1 By entering the Contract for the provision of the Services, the Client represents and warrants that it is entitled under applicable law to enter the Contract with the Company; that it has carefully read these General Terms and Conditions, including the definition of all obligations arising therefrom and under the Contract, fully understands them and agrees to be bound by them.
2.2 By entering the Contract, the Client represents that all information provided to the Company is accurate, correct and complete and the Client agrees to keep the information provided to the Company complete and up to always date.
2.3 The Client further agrees that the Company may assign some or all its rights and obligations under the Contract to a third party.
2.4 The Client shall not be entitled to transfer or assign any of its rights or obligations, in whole or in part, under the Contract and/or these General Terms and Conditions to any third party without the prior written consent of the Company. The Client shall not assign any claim against the Company or encumber or grant any form of security over such claim without the prior written consent of the Company.
3. rights and obligations of the parties
3.1 The Company agrees to:
(i) provide the Services in accordance with these General Terms and Conditions, the Contract and all relevant Applicable Law;
(ii) on the basis of the documents provided by the Client, to properly account for all accounting matters in accordance with applicable law so that the accounting records are kept in a complete and conclusive manner and give a true and fair view of the facts which are the subject matter thereof;
(iii) promptly draw the Client's attention to any formal deficiencies in the submitted documents (in particular accounting documents) so that the Client is given the opportunity to correct such deficiencies prior to the preparation of further deliverables (e.g. tax returns or annual financial statements);
(iv) promptly notify the Client of any incompleteness of the submitted documents;
(v) inform the Client of changes in generally binding legal regulations that affect the scope of the Client's accounting obligations;
(vi) to act with professional care and in accordance with applicable law when providing the Services;
(vii) deliver the agreed deliverables to the Client in a proper and timely manner;
(viii) carry out the activities in the provision of the Services in accordance with the Client's instructions and requirements, unless such instructions and requirements are incorrect and/or contrary to law; and
(ix) on request, provide the Client with a summary of the Services provided which are the subject of the Contract.
3.2 The Client undertakes to:
(i) pay the agreed Fee for the Services in due and timely manner;
(ii) to provide the Company with all the cooperation necessary for the proper provision of the Services provided under the concluded Agreement;
(iii) to provide the Company with all accounting and other related documents so that the Services, and in particular the Accounting Services, may be properly provided, or so that the accounting records may be kept in a complete, conclusive and correct manner and in a manner that fairly represents the facts which are the subject thereof;
(iv) to supplement or clarify the documents necessary for the provision of the Services promptly (without undue delay) at the Company's request, to allow the Company to contact its employees or other authorised persons and to access other related documents and information, all to the extent necessary or appropriate for the proper provision of the Services.
4. transfer of documents by the client
4.1 The Company undertakes to formally inspect the documents supplied by the Client and to advise the Client of any defects. Submissions identified by the Company as defective will only be considered (maintained) in the outputs processed by the Company on the express instruction of the Client.
4.2 The transfer and acceptance of the documents between the Company and the Client shall take place at the Company's premises, or electronically by e-mail communication or by sharing via electronic platforms used by the Company.
4.3 Unless otherwise agreed in the Contract, the Client shall be obliged to provide the Company with the documents necessary for processing the outputs related to the provision of Accounting Services within the deadlines and scope of the documents specified by the Company. The Client acknowledges that for the duration of the delay and/or failure to deliver the necessary documents for the processing of outputs related to the provision of Accounting Services, the Company shall not be in default of its obligations under the concluded Agreement. Repeated delays and/or failure to deliver the necessary documents shall constitute a material breach of the Client's obligations under the concluded Agreement.
5. remuneration
5.1 For the Services provided, the Client agrees to pay the Company the agreed Fee. The amount of the Fee is set out in the concluded Contract.
5.2 The Fee and any other amounts due to the Company shall be invoiced for one (1) calendar month, unless otherwise agreed, and shall be payable no later than the 15th day after the date of issue of the tax document - invoice by the Company to the Company's account specified in the invoice. In case of delay in payment of the Fee or any other amount due to the Company, the Client shall pay a contractual penalty of 0.3% of the unpaid amount for each day of delay. In addition to the amount due and the contractual penalty, the Client shall pay all costs incurred in connection with the recovery of the claim against the Client, including the costs of any legal representation for the enforcement of such claim.
5.3 The Client further understands that the Fee does not include reimbursement of out-of-pocket expenses incurred by the Company in connection with the provision of the Services. Any out-of-pocket expenses will be charged to the Client subject to prior approval.
6. termination
6.1 Both the Client and the Company shall be entitled to terminate the Contract at any time, including without giving any reason, on three months' notice commencing in the month following the month in which written notice is served on the other party.
6.2 The Company shall be entitled to terminate the Contract without notice (with immediate effect) and restrict the provision of the Services if the Client breaches these General Terms and Conditions or the Contract or applicable law.
6.3 In the event of termination of the Contract, the Company undertakes to notify the Client of the measures to be taken to avert any damage that may occur upon termination of the Contract or to take urgent action to prevent imminent damage.
6.4 In consideration for the work carried out by the Company in connection with the termination of the Contract, the Company shall be entitled to a reasonable portion of the Fee, including reimbursement of out-of-pocket expenses incurred by the Company.
6.5 The outputs prepared by the Company in connection with the provision of the Services shall be provided to the Client in electronic form (in MS Excel document format) without undue delay, but no later than one (1) month after termination of the Agreement. Within the same period, the Company shall hand over to the Client all documentation it has received in connection with the provision of the Services under the concluded Agreement.
7. confidentiality
7.1 The Company undertakes to keep confidential all facts of which it becomes aware during or in connection with the performance of the Contract and the provision of the Services. The obligation of confidentiality shall survive the termination of the Contract. The Company may only be released from the obligation of confidentiality by a written declaration of the Client.
7.2 The duty of confidentiality shall also apply to the Company's employees and other persons used by the Company to perform the subject matter of the Contract or to whom information about the Client is disclosed in connection with the performance of the Contract. The Company undertakes to bind all persons who may encounter information about the Client in connection with the performance of the Contract to the duty of confidentiality and shall be liable to the Client for their compliance with the duty of confidentiality.
8. liability
8.1 The Company shall be liable for any damage to items taken from the Client for the purpose of providing the Services in accordance with the Contract, unless the damage could not have been prevented even with the exercise of all professional care.
8.2 The Company shall not be liable for injuries and damages arising from the Client's breach of its obligations, particularly those arising from the failure to submit information and documents (including late submission of information and documents) for processing and/or the submission of incomplete, incorrect or false information and documents for processing.
8.3 The Company shall not be liable for any loss of profit, loss of revenue, loss of data, financial or indirect, special or consequential damages or any other damages whatsoever arising in connection with the provision of the Services.
8.4 The Client and the Company further agree that the Company's total liability for any claim made under any legal relationship established by and or relating to the Contract entered shall not exceed and shall be limited to an amount equal to the amount paid for the Services provided in the preceding six (6) calendar months. If the maximum indemnity cannot be determined pursuant to the preceding sentence, such maximum indemnity shall correspond to the actual payment of the Fee.
9. processing of personal data
9.1 The Client acknowledges that the Company may process selected personal data in accordance with the Privacy Policy document available at https://www.profidaccounting.cz/en_GB/gdpr.
10. changes to the general terms and conditions
10.1 Changes to these General Terms and Conditions shall be deemed to take effect upon the Client being notified of the relevant change in writing and the Client shall continue to subscribe to the Services after such notification (i.e. the Client does not object to the change).
11. applicable law and jurisdiction
11.1 These General Terms and Conditions shall be governed by and construed in accordance with the laws of the Czech Republic. If any dispute arising out of these General Terms and Conditions cannot be resolved amicably, the dispute shall be resolved before a court of competent jurisdiction.
11.2 In the event of a dispute between the Client as a consumer and the Company, the consumer may use the possibility of out-of-court settlement of a consumer dispute with the Czech Trade Inspection Authority (http://www.coi.cz). The rules of the consumer dispute resolution procedure are set out on the website of the Czech Trade Inspection. Out-of-court consumer dispute resolution can also be conducted with the European Commission on the websitehttp://www.coi.cz https://webgate.ec.europa.eu/odr/.
12. notification
12.1 The Client undertakes to inform the Company without delay of any changes to his/her contact details or any other details that are crucial for the performance of obligations under these General Terms and Conditions and the concluded Agreement.
12.2 A notification to be made pursuant to these General Terms and Conditions or the Contract shall be properly made if it is: (i) delivered personally, (ii) sent by registered mail, or (iii) sent by data message of the data mailbox information system. A notice sent in accordance with this clause shall be deemed to have been delivered: (i) in the case of personal delivery, at the time of delivery to the other Party; (ii) in the case of sending by registered post, on the date specified by the postal service provider as the date on which the submission containing the notice was delivered to the other Party or notified to be deposited; or (iii) in the case of sending by data message of a data mailbox information system, on the date specified by the provider as the date on which the submission containing the notice was delivered to the other Party.
13. final provisions
13.1 In the event that any provision or part of these General Terms and Conditions is or is found to be invalid, ineffective, unenforceable or void, the validity and effectiveness of the other provisions or parts thereof or these General Terms and Conditions as a whole shall not be affected thereby and shall be construed so as to give effect to the meaning and purpose of these General Terms and Conditions as far as possible. In such event, the Client and the Company undertake to replace the invalid, ineffective, unenforceable or apparent provision with a new provision which is as close as possible in meaning to the provision in question.
13.2 These General Terms and Conditions shall be valid and effective from 1 November 2024.