General Terms and Conditions

company ACCREDO s.r.o., registered office Partizánska 1078/1, 901 01 Malacky,
ID: 31 574 483, Tax ID: 202 059 9086, VAT ID: SK202 059 9086,
registered in the Commercial Register of the District Court Bratislava I, sec. Sro,
file: 45188/B (hereinafter referred to as "Company" or "provider")

Table of Contents:

• 1.Introductory Provisions
• 2.Definition of Basic Terms
• 3.General Provisions
• 4.Specification of Provider Services
• 5.Provider Remuneration
• 6.Rights and Obligations of the Provider
• 7.Rights and Obligations of the Client
• 8.Duration of the Agreement
• 9.Special Provisions
• 10.Confidentiality of Information
• 11.Liability for Damage and Liability for Defects
• 12.Personal Data Protection
• 13.Delivery
• 14.Final Provisions

1 INTRODUCTORY PROVISIONS

1.1 These General Terms and Conditions (hereinafter "GTC") of the Company govern the mutual rights and obligations of a natural person and/or legal entity as the client of the service and the Company as the service provider (hereinafter collectively "contracting parties"), regarding the provision of accounting and possibly other services by the provider as agreed by the contracting parties (hereinafter "services").

1.2 These GTC are an integral part of the Agreement under which the provider provides its services to the client. The Company may individually agree on different conditions from these GTC, which take precedence over these GTC. Any deviations from these GTC must be agreed between the contracting parties in writing, otherwise they are invalid.

1.3 The client is obliged to familiarize themselves with the provider's GTC before entering into the Agreement. These GTC apply to all contractual relationships between the provider and the client regarding the provision of services from the moment of entering into the Agreement until the complete fulfillment of all obligations arising from or otherwise related to the concluded Agreement. By entering into the Agreement, the client is bound by these GTC and expresses their consent to them. Consent to these GTC can also be expressed in another way, especially through electronic communication between the contracting parties or implicitly if the client requests the provider's services after being given the opportunity to familiarize themselves with these GTC.

1.4 The client's business terms (if any) apply only if the provider explicitly accepted in writing in the Agreement that the client's business terms take precedence over the wording of these GTC. Otherwise, these GTC take precedence over the wording of any business terms of the client.

1.5 These GTC do not apply to legal relationships in which the client has the status of a consumer.

2 DEFINITION OF BASIC TERMS

• Confidential information means any verbal or written information that is not publicly available, and/or designated by any of the contracting parties as confidential, as well as other data of a commercial, financial, operational, technical, and/or other nature, provided in oral, written, and/or electronic form and/or forming the subject of trade, tax, or banking secrecy of the contracting party, provided by one contracting party or its cooperating persons to the other contracting party in connection with the subject of these GTC. Trade secrets of the provider also include the method, preparation, and actual realization of the provider's services. In case of doubt whether certain information is Confidential information, it is presumed to be Confidential information.
• Client is a natural and/or legal person who ordered the provider's services and entered into the Agreement with the provider.
• Provider is a legal entity that provides services to the client in accordance with these GTC and has entered into the Agreement with the client. The provider is a person authorized and professionally qualified to perform the services that are the subject of the Agreement.
• 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 mutually agreed between the contracting parties according to § 269 para. 2 of the Commercial Code between the client and the Company as the service provider.
• Contracting parties represent natural and/or legal persons as the service client and the service provider within the meaning of these GTC.
• Service represents the Company's service provided to the client in accordance with these GTC, especially the performance and maintenance of accounting and the provision of economic, accounting, and business consulting. The service will also include other work performed by the provider for the client based on mutual agreement.
• Penalty means a financial sanction that has the nature of a contractual penalty, which the provider may claim from the client in case of a breach of the client's obligations arising from these GTC or the Agreement, if so agreed.

The contracting parties have agreed that the terms used in these GTC have the meaning stated in this article regardless of whether they are capitalized or not.

3 GENERAL PROVISIONS

3.1 The contracting parties undertake to provide mutual cooperation in the provision of services within the meaning of these GTC.

3.2 The contractual relationship between the client and the provider is always governed by the legal order of the Slovak Republic, and therefore the applicable law for all cases or disputes arising in connection with the fulfillment of the Agreement is always Slovak. In matters not regulated by these GTC, the rights and obligations of the contracting parties are governed by Act No. 513/1991 Coll. Commercial Code as amended (hereinafter "Commercial Code"), subsidiarily by the provisions of Act No. 40/1964 Coll. Civil Code as amended (hereinafter "Civil Code") and other legal regulations of the Slovak Republic.

3.3 The place of service provision will be the registered office/place of business of the provider unless the contracting parties specifically agree otherwise.

3.4 The client declares that for all claims of the provider against the client based on the Agreement, the limitation period is extended to 10 years from the time the limitation period first started to run. The running (not the length) of the limitation period is subject to the general provisions on limitation under the Commercial Code.

3.5 The contracting parties have agreed that the application or payment of any contractual penalty within the meaning of the Agreement or GTC does not affect the client's right to full compensation for damages, i.e., even in the part exceeding the amount of the contractual penalty or any claim for insurance performance. The contracting parties have agreed that the contractual penalty and/or compensation for damages according to the Agreement or GTC will always be payable based on a written request for payment within 14 days of delivery of the request, unless specifically agreed otherwise.

4 SPECIFICATION OF PROVIDER SERVICES

4.1 The provider will provide the client with some or all of the services listed in para. 4.2 of this article of the GTC. The exact scope of services that will be the subject of the Agreement and provision will be separately agreed upon by the contracting parties in a written Agreement or order, and only the scope of services defined there will be binding for the contracting parties and will represent the subject of the Agreement's fulfillment.

4.2 Services provided by the provider include (this is not a definition of the Agreement's subject of fulfillment):

• 4.2.1 bookkeeping according to Act No. 431/2002 Coll. on Accounting as amended (hereinafter "Accounting Act") in the form of simple or double-entry bookkeeping depending on the legal form of the client and/or the choice of the client, if such a choice is allowed by generally binding regulations, including the chart of accounts, opening balances, necessary statements, and monitoring of receivables and payables broken down by customers or suppliers; the provider's accounting services mainly include the recording 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 further 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 legally required reports;
• 4.2.3 processing of extraordinary financial statements of the client;
• 4.2.4 processing of documents for the purpose of processing VAT returns or other VAT accounting reports, or processing of documents and necessary reports for other types of taxes;
• 4.2.5 processing of the payroll agenda of the client's employees, which includes maintaining and processing payroll records and payslips, preparation and implementation of transfer orders, reports, registrations, and deregistrations for the payment of wages and fulfillment of all related contribution and registration obligations of employees, processing of employee output documents – credit of years of service, preparation and submission of pension insurance record sheets, performing annual tax reconciliation – settlement of overpayment, underpayment, issuing certificates of income amount;
• 4.2.6 providing organizational, economic, business, and accounting consulting, only to the extent of the provider's relevant authorization (free trades); for the avoidance of any doubt, the subject of the provided services does not include 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 relevant authorization to provide this advice or if it provides this advice through a third party with the relevant authorization (i.e., an attorney or tax advisor);
• 4.2.7 creating internal directives or instructions in connection with bookkeeping;
• 4.2.8 processing the submitted agenda, overview of insurance contributions, and payroll recapitulation, or other accounting overviews according to mutual agreement and the client's needs;
• 4.2.9 other services according to the Agreement or order.

5 PROVIDER REMUNERATION

5.1 The amount of remuneration for the provision of services will be separately agreed upon by the contracting parties in the Agreement or service order, which must be mutually approved. If the amount of remuneration is determined according to the provider's price list, this price list will be an integral part of the Agreement. The contracting parties have agreed that all and any prices stated by the provider will always be considered prices without VAT, and if the provider is or becomes a VAT payer in sense of the relevant legal regulations, VAT at the relevant rate will also be charged to the stated price.

5.2 If during the term of the agreement the Statistical Office of the Slovak Republic (SR) or another relevant institution, in case the Statistical Office of the SR is not competent, officially recognizes (confirms) the inflation rate in the SR (currently measured by the consumer price index) for the previous calendar year, the provider has the right to unilaterally increase the prices of services by twice the relevant rate of the announced inflation rate for the previous calendar year, while the final increased amount of remuneration is rounded up to whole numbers. The adjustment of price levels according to this paragraph will take place from April 1 of the relevant calendar year based on a written notification from the provider, delivered to the client no later than the end of February of the relevant year. This price increase can be adjusted for the first time on April 1, 2022. Price increases are always possible after mutual agreement of the contracting parties.

5.3 Unless separately agreed otherwise, remuneration for provided services is payable after delivery of the service based on an invoice issued by the provider with a maturity period of 7 days from the date of issue of the invoice to the account stated in the invoice or another account notified in writing by the provider. Payment of remuneration must be credited to the provider's account no later than the last day of the maturity period.

5.4 Unless agreed otherwise, services are considered delivered on the day of handing over the outputs from the provision of the service to the client, or the day of performing the act that was the subject of the provided services (e.g., by filing a tax return, etc.). If the contracting parties agree on the provision of services based on a provided summary of multiple services for a certain period (i.e., as flat-rate services), the date of delivery of these services is considered the last day of the period for which the flat-rate services are provided.

5.5 The contracting parties have agreed that the invoice will be sent to the client primarily in the form of an electronic invoice, which is a tax document in sense of § 71 para. 1 of Act No. 222/2004 Coll. on VAT. The electronic invoice does not need to contain a guaranteed electronic signature. The electronic invoice will be delivered to the client at the email determined sufficiently in advance based on a written notification from the client. The client agrees with sending the electronic invoice. The electronic invoice is considered delivered on the day of its sending by the provider. The client undertakes to inform the provider about any changes affecting the sending of electronic invoices, especially a change of the contact email for sending electronic invoices. The client confirms that they have exclusive access to the contact email for sending electronic invoices and the provider is not responsible for any leakage of information from this email. The provider is also not responsible for damage or incompleteness of data caused by a failure during delivery through the internet, nor for damages arising due to poor quality of the client's internet connection, or arising due to any impossibility of the client to connect (gain access) to the internet. The client is entitled to revoke the sending of electronic invoices by a written notification delivered to the provider. The revocation is effective upon the expiration of the calendar quarter following the calendar quarter in which the revocation was delivered.

5.6 The provider is entitled to request an advance payment from the client, at most in the extent of the price of ordered services according to the Agreement. If the subject of fulfillment is flat-rate provision of services, the provider is entitled to request from the client a security deposit up to the amount of remuneration corresponding 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 remuneration for services if the client is in delay with payment of remuneration by more than 15 days. If the contracting parties agree on providing an advance or deposit for services, the provider is not obliged to start providing services until the full amount of the agreed advance or deposit is paid.

5.7 In case of the client's delay with payment of remuneration, the client is obliged to pay a contractual penalty of 0.5% of the outstanding amount for each day of delay. If the client is in delay with payment of a due invoice by more than 30 days from its maturity date, it is considered a material breach of contract and the provider is entitled to suspend the provision of services according to the Agreement, while such suspension of service provision will be notified to the client and this suspension will not be considered a breach of the Agreement and the client is not entitled to claim any rights associated with this suspension (i.e., for example, they have no right to a price discount, no right to compensation for damages if they arose 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 without further notice.

5.8 The contracting parties have agreed that the remuneration for provided services does not include costs incurred by the provider in connection with the proper provision of services (hereinafter "out-of-pocket expenses"), which are mainly but not exclusively costs for administrative or court fees, notary fees, fees for officially certified translations or copies of documents requested by the client, travel expenses for business trips outside the provider's registered office for the purpose of providing services (e.g., meeting at the client's, participation in tax proceedings, etc.). Out-of-pocket expenses will be billed to the client separately beyond the agreed remuneration. The provider is obliged to demonstrate these out-of-pocket expenses and their amount upon the client's request.

5.9 The contracting parties have agreed that if remuneration in a flat-rate amount for a relevant period is agreed for the provider's services, the provider is entitled to this remuneration regardless of the scope of actually provided services in the relevant period.

6 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 relevant legal regulations and with professional care. The provider is obliged to follow the client's instructions, but always only within the limits of generally binding legal regulations. The provider is entitled to refuse to perform a client's instruction that would be in conflict with generally binding legal regulations, while being simultaneously obliged to warn the client about this conflict as well as about the fact that the instruction will not be performed. The provider is not responsible for damages that arise to the client as a result of the provider's procedure according to the previous sentence.

6.2 The provider is obliged to notify the client of all circumstances that they discovered during the provision of services according to the Agreement and which may influence a change in the client's instructions. The provider may deviate from the client's instructions without their consent only if it is necessary for the purpose of averting imminent damage or if they find that by following the instruction a law could be violated and simultaneously, given the time pressure, it is not possible to obtain this consent before performing the necessary act.

6.3 The provider will ensure that its services are effective and economical.

6.4 In the interest of acting with professional care, the provider is entitled to perform for the client such an act/service whose necessity they discover, even if it was not specifically agreed (ordered), while they have the right to reasonable remuneration for this act. The provider has the claim according to the previous sentence only if they did not know (or failed to obtain despite reasonable effort) how to obtain the client's consent for performing this act and the performance of the act did not tolerate delay, or its non-performance could cause damage on the client's side.

6.5 The provider is responsible only for the correct accounting and recording of accounting documents that they received from the client. The provider is not responsible for the correctness, completeness, legality, and truthfulness of the content and form of documents or information from the client and the client is responsible for these in full extent.

6.6 If the provider discovers formal deficiencies in the submitted accounting and/or tax documents, which means only incompleteness of the requirements of the relevant accounting and/or tax document according to relevant legal regulations, they will warn the client about these and call them to adjustment/correction. In case additional costs arise for the provider in connection with securing, performing, and/or incorporating the adjustment/correction of supplied documents, they have the right to their reimbursement by the client. These costs also mean costs for the provider's extra work (e.g., if it is necessary to redo, change, correct, supplement documents prepared according to original documents) associated with processing new adjusted/corrected documents. The application of the claim according to this paragraph has no influence on the claim for payment of remuneration for provided services, including processing of original although erroneous documents supplied from the client. Unless agreed otherwise, it holds that the provider has the right to payment of a sum of 5.81 EUR for each started half-hour of extra work.

6.7 For the avoidance of any doubt, it holds that the provider is not obliged to examine the content-wise, as well as formal correctness, completeness, and truthfulness of documents submitted by the client, which however simultaneously does not exclude the provider's authorization to verify these facts.

6.8 The provider is not responsible for any consequences associated with any deficiency of an accounting and/or tax document submitted by the client. If they discover deficiencies in some document or incompleteness of supplied documents during their activity, they will warn the client. If the client, despite this warning, insists on accounting and/or recording the document in the original version, or does not perform correction or supplementation of documents, the provider is not responsible for eventual damages associated therewith.

6.9 The provider is entitled to entrust a third party (subcontractor) in connection with the provision of services according to the Agreement without the need for prior consent from the client and without limitation. In case of performing services through subcontractors, the provider is responsible to the client for the provided services as if they were performing them themselves.

6.10 The contracting parties have agreed that in case the client gets into delay with payment of any monetary claim of the provider, the provider is entitled to withhold documentation (processed accounting) in the relevant form or other fulfillment that was the subject and output of service provision in sense of the Agreement, until full settlement of the provider's due claims. The right according to the previous sentence does not apply to documents that were provided by the client for the fulfillment of the Agreement.

6.11 The provider agrees that the client states the provider's full name as their service supplier agreed in the Agreement during their presentation and advertisement, business negotiations, or prepared documentation.

7 RIGHTS AND OBLIGATIONS OF THE CLIENT

7.1 The client is obliged to provide the provider with all necessary cooperation for proper, timely, and effective provision of services. In case of non-provision of necessary cooperation by the client, the provider does not get into delay with fulfilling their obligations if their fulfillment fully or partially depends on the provided cooperation (e.g., on supplying documents, providing information and data for processing, etc.). Non-provision of necessary cooperation despite a written call from the provider is considered a material breach of the Agreement.

7.2 The client undertakes to hand over to the provider only truthful, correct, and complete information and documents which are the basis for providing the provider's services and for fulfilling the provider's obligations. In connection with bookkeeping services, the client is obliged to provide as a basis only documents that have all the requirements of accounting and tax documents, are in accordance with legal regulations, truthful, authentic, correct, and capturing real performed business and accounting cases and fulfillments. The client is responsible for the factual content of accounting/tax documents and for their time pertinence. The provider is not responsible for damage that arises to the client in connection with supplying untruthful, illegal, incomplete, late supplied, or incorrect information and documents for the provision of services and is also not responsible for the correctness of their services and their outputs if they were caused by a breach of any client's obligation according to this paragraph. For factual and content-wise defects of acts and documents prepared by the provider based on documents in the preparation of which the provider did not participate, the client is responsible in the extent in which legal and factual errors of these documents influenced the performance of the provider's service itself. Breach of any obligation according to this paragraph is considered a material breach of the Agreement.

7.3 The client declares that they will submit to the provider exclusively only documents and information that:

• a) are truthful, correct, and complete;
• b) meet all requirements according to relevant legal regulations, if established;
• c) are authentic and capturing real performed business and accounting cases and provided fulfillments.

7.4 The client declares that they will submit to the provider upon their request only complete, correct, and truthful data about the client's ultimate beneficial owners, data for the purpose of fulfilling the provider's obligations as an obliged person in sense of Act No. 297/2008 Coll. on Protection against Money Laundering and on Protection against Terrorist Financing and on amendment and supplementation of certain acts (hereinafter "AML Act").

7.5 The client declares that they will not withhold any fact from the provider that may have an influence on the proper provision of the service by the provider (e.g., on correct accounting of a document, correct calculation of tax liability, etc.).

7.6 If any declaration stated in para. 7.3 to 7.5 of this article turns out to be untruthful, it is considered a material breach of the Agreement.

7.7 The client undertakes to hand over all documents for service provision properly and in agreed terms. Unless the contracting parties agree otherwise for certain cases, the client will deliver documents no later than in the following terms:

• a) for the processing of income tax returns no later than February 15 of the year following the calendar year for which the tax return is processed; in case the client requests a postponement of filing the tax return, the client 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 VAT returns and processing of related reports no later than 15 working days before the last day of the period for filing the relevant tax return or report that applies to the client;
• c) for the processing of the client's employees' wages no later than 5 working days before the payday set at the client as an employer – the client must notify the provider of the payday, otherwise the last day of the month following the month for which the wage is calculated is considered the payday;
• d) if it is not one of the cases stated in letters a) to c) of this provision and the Agreement does not state otherwise, it holds that the client is obliged to provide documents for service provision no later than 10 working days before the agreed or expected term of service provision.

If such last day of the deadline for supplying documents falls on a Saturday, Sunday, or a public holiday in the Slovak Republic, the client is obliged to hand over the documents on the nearest preceding working day.

7.8 If the client does not deliver all documents in agreed terms, a delay occurs on their side and insufficient cooperation in fulfilling the Agreement, and in such case the provider does not guarantee the timeliness of providing the agreed service, does not get into delay with fulfilling their obligations, and the deadlines for service provision are extended by the period of the client's delay with supplying documents. The provider in this case is not responsible for damages caused by late 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 client will supply documents for service provision to the provider or their entrusted person in electronic form and simultaneously also in paper form, unless they agree otherwise in a specific case. The client is obliged to supply documents to the provider according to this provision during working days, from 8:00 AM to 3:00 PM, with the exception of documents that can be sent and processed by the provider also electronically. In case the documents prepared by the provider within bookkeeping and/or payroll processing, which are addressed primarily to the tax office, another public administration body, Social Insurance Agency, and/or the relevant health insurance company are not sent in electronic form by the provider, the client is obliged to take over these documents (including documents for wage payment) for signature and handover at a pre-agreed place upon the provider's call. The client is obliged to proceed so that all deadlines for handover, sending, and payment of these documents can be met. If the client does not appear for taking over the documents according to this provision in the agreed term, the documents are considered handed over on the day for which the handover was originally agreed. The contracting parties have agreed that the place of physical handover of these documents between the client and the provider will be the address of the provider's registered office, unless the contracting parties agree otherwise for a specific case.

7.10 The client is fully responsible for fulfilling all their notification and registration obligations in legally established terms, except for cases where the provider was explicitly entrusted with fulfilling some of these obligations. The client is obliged to warn the provider in writing in advance that the services, or their part (from the perspective of prepared outputs, records, logs, etc.) are obliged to be kept in a certain form in sense of legal regulations or internal company procedures, otherwise the provider is not responsible for damage caused by providing services in a form other than such a prescribed special form.

7.11 The client does not have the right to unilaterally assign their claims against the provider from the Agreement to a third party without the prior written consent of the provider and does not have the right to unilaterally set off these claims without the prior written consent of the provider.

7.12 The client grants consent to the provider so that the provider states the name (business name or other name) and registered office of the client (hereinafter "basic information") and their logo, or also the type of services that the client provides, as a reference during their presentation, marketing activities, and advertisement, always in relation to the services that the provider provides or provided to the client based on the Agreement (hereinafter "reference"). The client simultaneously agrees with publishing basic information and their logo on the provider's website as their reference. The provider is entitled to publish the reference also through mass media, such as print, TV, web, newspapers, and other advertising materials and presentation materials in printed or electronic form. The client, without claim for any payment or compensation, provides the provider with this consent and right to use basic information and the client's logo for the purpose of stating the reference, even in case the client's logo is or will be protected by intellectual property rights in the future. The client grants this consent to the provider for the duration of the Agreement and 5 years after its termination, but always for the purposes stated in this paragraph.

7.13 The client agrees that the provider sends them business announcements, information materials, and news concerning the provider and the offer of services in whose realization the provider directly or indirectly participates, as well as information about news in the field of accounting, payroll, and HR. The client is entitled to revoke this consent in writing at any time.

8 DURATION OF THE AGREEMENT

8.1 The Agreement is concluded for an indefinite period unless specifically agreed otherwise. The Agreement can be terminated in writing by withdrawal, agreement of the contracting parties, or notice.

8.2 Each contracting party may withdraw from the agreement only for reasons established in these GTC, in the Agreement, or in the law.

8.3 The provider is entitled to withdraw from the agreement also in case that:

• a) the client materially violates the client's obligations established by these GTC and/or relevant generally binding legal regulations;
• b) any declaration of the client stated in these GTC or Agreement turns out to be untruthful, incomplete, or incorrect;
• c) the client repeatedly (more than 2 times) violates any obligation arising for them from the law, from the Agreement, or these GTC despite the provider's warning;
• d) if considering the economic situation or procedure of the client there is a justified concern of the provider that the client will not fulfill or will not be fulfilling their obligations and duties arising for them from the Agreement properly and on time;
• e) if bankruptcy was declared on the client's property or if a proposal for declaring bankruptcy was filed, or restructuring proceedings were started or restructuring was permitted or other insolvency proceedings are conducted against them, if execution proceedings are conducted against the client, or if they enter into liquidation;
• f) if the provider finds that the client is insolvent (in sense of Act No. 7/2005 Coll.).

8.4 Effects of withdrawal from the Agreement by the provider occur on the day of delivery of written notice of withdrawal to the client.

8.5 The client is entitled to withdraw from the agreement in case that the provider materially violates their obligations established by these GTC or in the Agreement and/or relevant generally binding legal regulations despite written warning from the client.

8.6 Effects of withdrawal from the Agreement by the client occur on the last day of the month following the month in which the written notice of withdrawal was delivered to the provider. In case of withdrawal, the provider has the right to payment of remuneration for performed services and reimbursement of demonstrably incurred costs in connection with preparation for performing the remaining part of agreed services.

8.7 Each contracting party is entitled to terminate the agreement even without stating a reason with a two-month notice period, while the contracting parties agreed that the notice period will start to run on the first day of the calendar month following the delivery of notice to the other contracting party.

8.8 The contracting parties agreed that termination of the Agreement does not affect provisions of the Agreement concerning claims that arose before termination of the Agreement, claims from liability for damage and claims from contractual penalties if they arose before termination of the Agreement's validity, nor other provisions of the Agreement and obligations that are supposed to last also after expiration of the Agreement's effect, especially provisions concerning the obligation of confidentiality and protection of confidential information and personal data. For services that were provided before termination of the Agreement, the client is obliged to pay remuneration properly and on time based on billing by the provider.

8.9 In case of termination of the Agreement, the provider is obliged to hand over to the client all documents and accounting documentation that they prepared within service provision, in the agreed term, otherwise within 30 days from the day of delivery of written call from the client, with exception of the case according to Art. 6. para. 6.10 of these GTC. The contracting parties agreed that the provider is obliged to hand over outputs from provided services in electronic form to the client. For avoidance of any doubt, it holds that unless the contracting parties explicitly agreed otherwise, the provider is not obliged to hand over outputs of provided services in form of a processed database to the client. The provider will hand over outputs from maintained accounting in form of PDF documents.

9 SPECIAL PROVISIONS

9.1 If the contracting parties so agree in the Agreement or service order, the provider will also perform for the client storage of documents and outputs of provided services (i.e., e.g., accounting documents and processed accounting, documents for maintaining payroll or personnel agenda, etc.) (hereinafter "Documents"), while this contractual relationship will be governed appropriately by provisions of § 527 et seq. of the Commercial Code on the storage agreement. Remuneration for storage of Documents will be separately negotiated in the Agreement or service order. In case the contracting parties agree on gratuitous storage of Documents, the agreement will be considered a contract concluded according to § 269 para. 2 of the Commercial Code and will be appropriately governed by provisions of § 527 et seq. of the Commercial Code. If remuneration or gratuitousness is not explicitly agreed, it holds that the provider has the right to usual remuneration. Storage of Documents will be performed by their delivery by the client to the provider for purposes of service provision according to the Agreement and subsequent leaving in the provider's care. The contracting parties agreed that the provider does not issue a special confirmation of Document storage. The burden of proof regarding the extent of Documents handed over for storage at the provider's is borne by the client, who is obliged to prove that they handed over the Documents to the provider.

9.2 Unless the contracting parties explicitly agree otherwise, it holds that the provider and the client agreed on following conditions for keeping Documents, which they consider standard care for entrusted Documents:

• a) the provider is not obliged to have stored things insured,
• b) the provider performs storage at the client's risk and responsibility, while they themselves are obliged to ensure only storage in pre-agreed premises (hereinafter "storage premises"),
• c) the client does not request any special security of storage premises, and thus for avoidance of any doubt it holds that storage premises do not have to be secured by a security system, e.g., safe, cameras, guard service, alarm, security doors and storage in lockable premises that are not freely accessible to the public is sufficient; further, special fire protection security or other special security against influence of elements is not required;
• d) eventual transfer of stored Documents will be performed by common means of transport, without need for special security of Documents, physical supervision of an entrusted person is sufficient.

9.3 The provider is responsible only for damages that arose by their direct intentional fault or gross negligence (e.g., non-locking of storage premises, leaving free, uncontrolled access to third unauthorized persons to Documents). In case of doubts whether it was gross negligence, it will be considered that it is not gross negligence.

9.4 In case of Document storage, the provider is entitled to call the client at any time to take over Documents, which the client is obliged to pick up at the place of storage no later than within 15 days from the call. In case of client's delay with taking over Documents, the provider has the right to payment of a contractual penalty in amount of 10 EUR for each day of delay.

9.5 If the contracting parties so agree in the Agreement or service order, the provider will also perform for the client representation in legal acts and securing some activities. For this purpose, the client will grant the provider a relevant written power of attorney in which the extent of acts and activities that the provider will secure for the client and the extent of granted power of attorney will be precisely defined. Representation of the client according to this paragraph is appropriately governed by provisions of § 566 et seq. of the Commercial Code. Remuneration for performing activities according to this paragraph will be separately negotiated in the Agreement or service order. If remuneration is not explicitly agreed, it holds that the provider has the right to usual remuneration. The provider is entitled to terminate the power of attorney and mandate relationship at any time by notice whose effects occur upon delivery of notice to the client. Eventual costs (out-of-pocket expenses) associated with the provider's activity according to this paragraph are not included in agreed remuneration.

9.6 The client takes into account that electronic evidence prepared by the provider during provision of services within the client's bookkeeping may be the provider's copyrighted work as a database according to § 130 of Act No. 185/2015 Coll. Copyright Act as amended. The method of such a created and maintained database is part of the provider's trade secret and belongs to the provider. Provision of this database is not the subject of service provision according to the Agreement and is also not the subject of handover to the client. The subject of fulfillment in this case are only outputs from this database in form of processed accounting statements in sense of relevant legal regulations, unless the contracting parties explicitly agreed otherwise in writing.

10 CONFIDENTIALITY OF INFORMATION

10.1 The contracting parties undertake that in interest of preventing occurrence of possible economic damages and undesirable transfer of written or oral information obtained during performance of activity according to these GTC, they will maintain confidentiality, on which the parties explicitly agreed.

10.2 The subject of agreement of Contracting parties according to this article of these GTC is 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 person nor use it in conflict with the purpose for which it was provided, use it for their needs, in their favor and/or in favor of third parties.

10.4 The contracting parties are obliged during performance of their activities to adopt measures for ensuring information (technical), personnel, and organizational security 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 with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC and Act No. 18/2018 Coll. on Personal Data Protection as amended. Especially, they are obliged to maintain confidentiality about all personal data with which they came into contact during negotiations about concluding or fulfilling this Agreement and are obliged to handle them exclusively for purposes in fulfilling this Agreement.

10.5 The obligation to maintain confidentiality about Confidential information does not apply to:

• a) information that is already publicly known on the day of signing this Agreement or which can already be obtained from commonly available information means on the day of signing this Agreement;
• b) information that becomes publicly known after signing this Agreement or which can be obtained from commonly available information means after this day;
• c) cases when based on generally binding legal regulations or based on an obligation imposed by procedure according to generally binding legal regulations a contracting party must provide Confidential information. In such case the affected contracting party is obliged to inform the other contracting party about occurrence of their obligation to provide Confidential information stating the extent of this obligation without unnecessary delay,
• d) use of necessary Confidential information in cases of court, arbitration, administrative, or other proceedings conducted for purpose of exercising rights according to this Agreement.

10.6 The contracting parties undertake that they will not use Confidential information for themselves and/or for third persons without prior written consent of the other contracting party, will not provide it to third persons nor allow access of third persons to Confidential information. Members of bodies of Contracting parties, auditors, legal or tax advisors of Contracting parties or other service providers are not considered third persons for purposes of this article if provision of such information is necessary for purposes of service provision, who are bound by confidentiality obligation regarding information disclosed to them based on generally binding legal regulations or based on a contractual obligation. A person through whom the provider secures services according to this Agreement in accordance with Art. 6. para. 6.9 of these GTC is also not considered a third party.

10.7 The provider undertakes to entrust fulfillment of the subject of contract only to those persons who were duly instructed about the obligation to maintain confidentiality in sense of valid regulations and the Agreement.

10.8 The provider further undertakes that they will handle Confidential information safely, ensure its sufficient protection against any its loss, theft, destruction, unauthorized access, accidental or other damage or other unauthorized use or processing. The supplier is obliged in case of loss, theft, destruction, unauthorized access to Confidential information to notify the client about this fact in writing without delay. This confidentiality obligation lasts also after termination of the Agreement without time limitation.

11 LIABILITY FOR DAMAGE AND LIABILITY FOR DEFECTS

11.1 The client takes into account that the provider is not responsible for damage arising to the client in connection with the Agreement:

• a) if the client deviated from the procedure proposed by the provider;
• b) which arose directly or indirectly as a result of providing incorrect, untruthful, late supplied, or incomplete information and/or documents and/or withholding facts from the side of the client;
• c) if they warned the client about risks arising from possible different interpretations of legal regulations by the tax administrator, eventually by court or other relevant body, and the client nevertheless proceeded in a way that was designated as risky by the provider;
• d) if it arose to the client as a result of change in legal regulations or as a result of change in their generally accepted interpretation which entered into force in the period after providing consulting service.

11.2 Each of the contracting parties undertakes to compensate damage to the other contracting party which arises to them by non-fulfillment, or breach of obligations arising from the Agreement. The contracting parties further agreed that if in connection with fulfillment of obligations according to the Agreement the provider violates their legal (contractual or statutory) obligation, the provider will be obliged to compensate the client only for actual damage, while they are not responsible for indirect damages, consequential damages, and lost profit, and while the maximum amount of damage compensations that the client can claim and which the provider will have to compensate, even in case of occurrence of multiple damages, regardless of their number and amount, can be always maximum up to the sum of 1,000 EUR. The contracting parties agreed that the limitation of liability for damages according to this point applies equally and in full extent also to eventual damages caused to the client during performing activities according to article 9 para. 9.1 to 9.5 of these GTC.

11.3 Sanctions, penalties, or other damages that arise to the client as a result of providing incorrect, untruthful, late supplied, or incomplete information and/or documents and/or withholding facts to the provider will be paid in full amount by the client and the provider in this case does not bear any responsibility for arisen damages.

11.4 The provider is not responsible for damages that were caused by use of documents taken over from the client if they warned the client about their unsuitability, however the client nevertheless insisted on their use.

11.5 For purposes of GTC, legal regulation according to provision of § 374 of the Commercial Code applies to circumstances excluding liability. Especially these cases are considered circumstances excluding liability for breach or non-fulfillment of the provider's obligations arising from the Agreement or confirmed order if fulfillment of these obligations is directly or indirectly delayed: stopping of works ordered by the client's responsible representative on which the provider does not bear responsibility, force majeure, for which especially natural disasters, fires, floods, explosions, riots, wars, state interventions, interventions of military bodies, terrorist attack, act or omission of act of authorities or third parties not caused by act of the provider or client, strikes, lockouts, interruption of electricity supply, internet connection failure, non-functionality of programs and/or software used during service provision, especially electronic portal of public administration, electronic portal of financial administration or electronic communication network of other relevant institution, non-functionality of electronic mailbox, etc. are considered for purposes of these GTC. In case of occurrence of force majeure, deadlines arising from the Agreement will be extended by duration of the state caused by force majeure. In case 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 exert maximum effort to avert and overcome circumstances excluding liability.

11.7 The contracting parties agreed that in case when as a result of incorrect service provision damage threatens to the client, the client is obliged to preferentially perform all acts aiming to that damage does not arise, or is as small as possible. In case the client can perform acts by which they can fully or partially prevent occurrence of damage and they do not perform these acts, they have no right to compensation for damage in the part in which they could prevent its occurrence, even in case this damage was caused by the provider.

11.8 The client has the right to removal of defects as a result of breach of contractual obligations of the provider. The client is obliged to complain about any defect of provided services at the provider no later than within 10 days from when they learned about the defect, no later however than within 6 months from when the service was provided, otherwise the right to removal of defect within claim from liability for defects expires.

12 PERSONAL DATA PROTECTION

12.1 The contracting parties take into account and agree that within the contractual relationship established by the Agreement the provider is in sense 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, repealing Directive 95/46/EC (General Data Protection Regulation) (hereinafter "Regulation") a processor according to Art. 28 of the Regulation and the client is a controller according to Art. 4 point 7 of the Regulation. Further conditions of personal data processing will be negotiated between the contracting parties by a special agreement concluded according to Art. 28 para. 3 of the Regulation.

13 DELIVERY

13.1 Unless stated otherwise in this Agreement, all notices, declarations, requests, calls, and other acts in connection with this Agreement and its fulfillment (hereinafter "Document") must be made in writing and delivered to the address of the other contracting party stated in the Agreement or order, or to another address that the contracting party notifies for this purpose. For purposes of delivery by means of electronic communication, Documents will be delivered to the email address stated in the Agreement or order, or to another address notified for this purpose. A contracting party at which a change of address or email address designated for delivery of Documents occurred is obliged to inform the other contracting party in writing within three days from when the change occurred. Until fulfillment of this obligation, the other contracting party can validly deliver to its last known address, last known contact connection, or email address stated in the Agreement or order.

13.2 A Document is considered delivered under following conditions:

• a) in case of personal delivery by handing over the Document to an authorized person or other person authorized to receive Documents for this contracting party and signature of such person on the delivery receipt and/or copy of delivered Document, or refusal of taking over the Document by such person; eventually by sending mail by electronic mail on the day of provable sending to the designated email address;
• b) in case of delivery through postal transport, Documents will be considered delivered by taking over the Document by a person authorized for taking over shipments of the contracting party as addressee; if the contracting party to which the shipment is intended for any reason (addressee unknown, did not take over in collection period, moved out, etc.) does not take over the shipment in collection period, the shipment is considered delivered on the day when the first although unsuccessful attempt for its delivery took place, even if the addressee did not learn about delivery (storage at post office). If the addressee refuses to take over the shipment, it is considered delivered on the day when taking over the shipment was refused.

13.3 For electronic delivery of Documents addressed to the client it holds that if the provider does not receive an error message about impossibility of Document delivery to the client's email address, the document is considered delivered on the day following the day of provable sending to the client's email address, even in case the client did not learn about the document.

13.4 For electronic delivery of documents addressed to the provider it holds that the document is considered undelivered until the moment when its receipt is confirmed by the provider to the client by a return email message or by sending a return confirmation about reading the email message.

14 FINAL PROVISIONS

14.1 Possible disputes arising from business-obligation relationships between the client and the provider will be settled by these primarily by out-of-court means, eventually they will at least attempt such a settlement.

14.2 The contracting parties agreed and declare that all disputes arising from legal relationships resulting from this Agreement and/or associated with this Agreement, including all side legal relationships, claims for return of unjust enrichment, claims for compensation of damage, disputes about validity, interpretation, termination of this Agreement will be solved:

a) by the Arbitration Court of the Slovak Chamber of Commerce and Industry, ID: 30 842 654, Gorkého 9, 816 03 Bratislava, according to its basic internal legal regulations. The parties will submit to the decision of this court. Its decision will be binding for the parties. In cases regulated by provision of § 22a ZoRK, submission of proposal is not delivered to the counterparty. The decision which will be the result of arbitration proceedings will be final, binding, and enforceable for the parties.

Written form of arbitration agreement is preserved also when,
i) if the arbitration agreement (clause) is contained in mutual written communication of parties or,
ii) if it was concluded by electronic means that allow capturing content of legal act and person who made the legal act.

b) before factually and locally relevant general court in the Slovak Republic. In case when according to Act No. 97/1963 Coll. on Private International Law and Procedure as amended, according to Council Regulation (EC) No. 44/2001 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters or according to another legal norm, law, or international treaty regulating jurisdiction of courts in disputes with a foreign element, a court of the Slovak Republic would not be the relevant court, the relevant court will be according to agreement of Contracting parties the District Court, locally relevant according to the district in which the provider's registered office is located.

The contracting parties agreed that if the plaintiff files a lawsuit for decision of a dispute arising from this Agreement at a general court, this fact is considered a resolutive condition of arbitration clause /letter a)/; provision of this sentence will not be used in case when before filing a lawsuit at court a lawsuit was filed at an arbitrator in a matter in which jurisdiction is established by this arbitration clause in accordance with internal regulations of arbitrator/ arbitration court.

14.3 If these GTC establish written form for a certain act, this is considered fulfilled also when the act is made in electronic form, however only under assumption of preserving conditions of electronic delivery according to article 13 of GTC.

14.4 The provider undertakes to immediately replace with a new provision any of provisions of these GTC which are or become invalid, illegal, or ineffective, so that they as much as possible approach the sense and economic purpose of the replaced provision. Invalidity, illegality, or ineffectiveness of some provision of these GTC or even only its part will not have influence on validity of other provisions of these GTC, or other parts of the relevant provision, while these GTC will be interpreted as if invalid, illegal, or ineffective provisions were never contained in them.

14.5 The provider reserves the right to unilaterally change these GTC. The provider is obliged to notify the fact that these GTC were changed and publish their new, current wording on the Provider's website. Changes of these GTC will enter into force and effect on the day of their publishing on the Provider's website.

14.6 The client declares that they duly and in detail familiarized themselves with the content of these GTC in advance, while all provisions are understandable to them and they accept them in full extent and feel bound by them.

14.7 These GTC enter into effect on 01.04.2022.