Terms & Conditions

1Contracting parties and introductory provisions

These terms and conditions (hereinafter the „Terms") are terms and conditions within the meaning of Section 1751 of Act No. 89/2012 Coll., the Czech Civil Code (hereinafter the „Civil Code"), and govern the mutual rights and obligations of the contracting parties arising in connection with, or on the basis of, the service agreement (hereinafter the „Agreement") concluded between the Provider and the Client. The Terms form an integral part of the Agreement; provisions deviating from the Terms in the Agreement shall prevail over the wording of the Terms.

Provider

Client

The Client is exclusively an entrepreneur within the meaning of Section 420 of the Civil Code — a legal entity or a self-employed natural person that concludes the Agreement with the Provider. The contractual relationship established by the Agreement is governed exclusively by the regime between entrepreneurs (B2B); the provisions of the Civil Code protecting consumers (in particular Section 1810 et seq. of the Civil Code) shall not apply. The Client declares that it is entering into the Agreement in the course of its business activities.

2Subject of the Agreement

Under the Agreement, the Provider undertakes to provide the Client in particular with the following services:

• Payroll accounting — complete payroll processing for employees, calculation of contributions, payslips, communication with public authorities (Czech Social Security Administration — ČSSZ, health insurance companies, the tax office), payroll record-keeping and archiving.
• HR administration — management of personnel files, administration of employment-law documents, onboarding and offboarding, employment records, monitoring of deadlines, reporting of HR indicators.
• Employee portal — access to our own online portal for payslips, leave, attendance and documents.
• Advisory services — professional advisory in labour law, payroll legislation and HR processes. Unless the Agreement provides otherwise, advisory is provided solely in the form of the Provider's recommendations; the final decision and responsibility for its implementation rest with the Client.
• Other services specified in the relevant Agreement or its annex.

3Price and payment terms

The price for the services is set in the Agreement or in a price quotation approved by the Client. The price is charged monthly as a flat fee or according to the actual scope processed, in line with what is agreed in the Agreement. Prices are quoted exclusive of value added tax, to which the rate applicable under the relevant legislation is added.

• Invoices are issued electronically and are payable within the period agreed in the Agreement; unless agreed otherwise, within 14 days of the date of issue.
• The tax document contains all particulars under Act No. 235/2004 Coll., on Value Added Tax.
• Payment is made by bank transfer to the account stated on the invoice; the date of payment is the date on which the amount is credited to the Provider's account.
• In the event of default in payment, the Provider is entitled to charge statutory default interest in accordance with Government Regulation No. 351/2013 Coll.
• The Provider is entitled, after prior written notice with an additional deadline for payment of at least 14 days, to suspend the provision of services if the Client is in default of payment for more than 30 days. During the suspension, the Provider is not liable for the consequences of non-provision of the service caused by such suspension.
• The Provider is entitled to adjust the price once per year by the rate of inflation published by the Czech Statistical Office (ČSÚ) for the previous calendar year. Any extraordinary price increase outside this inflation clause is possible only by written agreement of the parties.

4Rights and obligations of the parties

Obligations of the Provider

• To provide the agreed services with professional care within the meaning of Section 5 of the Civil Code and in accordance with applicable law, in particular the Labour Code, the Income Tax Act, the VAT Act, the Social Security Act and the Public Health Insurance Act.
• To comply with agreed deadlines for the processing of payroll, contributions and reports to public authorities.
• To maintain confidentiality of all facts learnt in the performance of the Agreement and to bind its employees and subcontractors to the same duty of confidentiality.
• To process personal data in accordance with Regulation (EU) 2016/679 (GDPR) and Act No. 110/2019 Coll., on Personal Data Processing (for details see GDPR & Privacy Notice).
• To maintain professional liability insurance for damage caused in the performance of its activities with a limit of indemnity of at least CZK 5,000,000 per claim and per insurance period, and on the Client's request to produce evidence that such insurance is in force.
• To inform the Client without undue delay of significant legislative changes affecting the services provided.

Obligations of the Client

• To provide the Provider in a timely manner and in the agreed format with all materials necessary for the proper provision of the services (payroll inputs, attendance, employment documents, changes in employment relationships), no later than by the deadlines set out in the Agreement or its annex (SLA).
• To pay the price for the services on the agreed dates.
• To be responsible for the correctness, completeness and truthfulness of the materials provided. The Provider is not obliged to verify the factual accuracy of the materials and relies on the assumption that they are accurate.
• To inform the Provider without undue delay of all relevant changes (changes of employees, organisational structure, contact persons, bank details).
• To maintain confidentiality regarding the Provider's know-how, methodology, pricing and technical solutions.
• To fulfil the role of personal data controller in respect of its employees under GDPR — to determine the purposes and means of processing, issue instructions to the Provider, and handle data subject (employee) requests.

5Liability and compensation for damage

The Provider is liable to the Client for damage caused by breach of obligations arising from the Agreement or from legal regulations within the meaning of Section 2913 of the Civil Code, to the extent of proven and direct damage.

• Liability cap: The Provider's aggregate total liability for damage arising in connection with the Agreement is, under the regime of Section 2898 of the Civil Code, limited to an amount equal to the sum of the service fees invoiced by the Provider to the Client for the 12 calendar months immediately preceding the event giving rise to the loss. This cap applies under the conditions of Section 2898 of the Civil Code and does not apply to damage caused intentionally or by gross negligence, nor to amounts covered by the Provider's professional liability insurance.
• Exclusion of indirect damage: The Provider is not liable for indirect damage, lost profits, loss of data (unless lost as a result of the Provider's culpable conduct), loss of business opportunities, or for penalties imposed on the Client by public authorities for reasons outside the Provider's direct control.
• Exclusion from liability: The Provider is not liable for damage caused by incorrect, incomplete or late materials supplied by the Client, by the Client's acts or omissions, by outages of public authorities, by legislative changes with retroactive effect or with effect of less than 14 days before processing, or by force majeure (Section 8).
• Notification of damage: The Client is obliged to notify the Provider of damage without undue delay after becoming aware of it, no later than within 30 days. Failure to notify within this period releases the Provider from the obligation to compensate to the extent in which it could have mitigated the damage.

6Complaints regarding defects in performance

The Client is obliged to notify the Provider of a defect in the service provided (in particular an error in payroll calculation, late processing or an error in reporting) without undue delay after the Client has discovered the defect or could have discovered it through professional care, but no later than within 30 days of the day on which the relevant output was made available to it. The notification must be made in writing (an e-mail to the contact address is sufficient) and must contain a description of the defect and identification of the affected performance.

• The Provider shall remove a duly notified defect free of charge within a reasonable time having regard to the nature of the defect (typically within the next payroll cycle).
• The Client is entitled to a discount on the price only if the defect cannot be remedied, or if it has not been remedied even after a written request granting an additional reasonable period.
• Minor formal defects that do not affect the substantive correctness of the performance and can easily be remedied do not give rise to a right to a discount.

7Duration and termination of the Agreement

The Agreement is concluded for an indefinite term unless otherwise stipulated. The Agreement may be terminated:

• By mutual agreement of the parties.
• By notice from either party without giving a reason, with a notice period of 3 months, starting on the first day of the calendar month following delivery of the notice to the other party.
• By withdrawal in case of material breach of the Agreement by the other party within the meaning of Section 2002 of the Civil Code, if the breach has not been remedied even after written request granting an additional reasonable period (usually 30 days).
• By withdrawal by the Provider without any additional period in case of the Client's default in payment of the price for more than 60 days, repeated provision of incorrect or incomplete materials, or in case of the Client's insolvency.

8Force majeure

Neither party is liable for non-performance of its obligations if such non-performance is caused by an event of force majeure within the meaning of Section 2913(2) of the Civil Code — i.e. an extraordinary, unforeseeable and unavoidable obstacle arising independently of the will of the obligated party, which prevents it from performing, provided that the party could not reasonably be expected to have averted or overcome the obstacle or its consequences.

• Force majeure includes in particular: natural disasters, war, armed conflict, cyber-attack or massive outage of telecommunications or energy infrastructure, pandemic, measures of public authorities, general strike, and outage of state administration e-services preventing the proper filing of reports.
• The party affected by force majeure is obliged to inform the other party in writing without undue delay, no later than within 5 business days of becoming aware of the obstacle, and to communicate its nature, expected duration and impact on performance of the Agreement.
• If the force majeure event lasts longer than 60 days, either party is entitled to withdraw from the Agreement without any claim for damages by the other party.

9Subcontractors and sub-processors

The Provider is entitled to engage a third party (subcontractor) to perform part of its obligations under the Agreement; however, the Provider retains full responsibility towards the Client as if it were performing itself. The Provider binds its subcontractors to confidentiality and to compliance with security standards comparable to those it applies itself.

The engagement of any additional sub-processor of personal data within the meaning of Article 28(2) GDPR is subject to general written authorisation by the Client in the Data Processing Agreement (DPA); the Provider maintains an up-to-date list of sub-processors and makes it available to the Client on request.

10Confidentiality and protection of information

The parties undertake to maintain confidentiality regarding all confidential information that becomes known to them in connection with the Agreement. The confidentiality obligation lasts for the duration of the Agreement and for 5 years after its termination; in respect of trade secrets within the meaning of Section 504 of the Civil Code and of personal data, it lasts without any time limit.

Confidential information means in particular: trade secrets, financial data, employee payroll data, technical solutions, the Provider's know-how, client data, pricing and any information marked as confidential. Information that is publicly available without breach of this Agreement or that a party is required to disclose under a legal regulation or a decision of a public authority is not considered confidential (in such a case the party shall inform the other party in advance of the scope of disclosure).

Non-poaching of employees: The parties undertake that for the duration of the Agreement and for 12 months after its termination they will not, without the prior written consent of the other party, actively approach or hire into an employment or similar relationship employees of the other party who were involved in the performance of the Agreement. This obligation does not apply to general recruitment without direct targeting of a specific person. A breach gives rise to a contractual penalty of six times the gross monthly salary of the employee taken over.

11Protection of personal data

In the provision of the services, personal data of the Client's employees are processed. Within the meaning of Article 28 GDPR, the Provider acts in the role of processor and the Client in the role of controller. Detailed rules of processing are set out in a separate Data Processing Agreement (DPA), which forms an annex to the Agreement, and in the information memorandum GDPR & Privacy Notice.

12Communication and delivery

• Routine operational communication takes place electronically (e-mail, employee portal); legal acts, notices, withdrawals and complaints can also be validly made electronically to the contact e-mail address stated in the Agreement.
• A written communication sent by e-mail is deemed delivered on the next business day after dispatch, unless receipt is confirmed by the other party earlier and unless a bounce-back occurred.
• A written communication sent by post to the registered office of the other party is deemed delivered on the third business day after the consignment is handed over for postal delivery, even if the addressee did not actually take receipt of it.
• The parties are obliged to notify each other without undue delay of any change in contact details; until such notification, the most recent known details apply.

13Final provisions

• Governing law and jurisdiction: The contractual relationship is governed by the law of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, Act No. 262/2006 Coll., the Labour Code, Act No. 110/2019 Coll., on Personal Data Processing, and Regulation (EU) 2016/679 (GDPR). The application of international conventions (in particular the Vienna Convention CISG) is excluded.
• Any disputes shall be resolved by the parties primarily by amicable means. If an amicable solution is not possible, the competent ordinary court of the Provider under Section 89a of Act No. 99/1963 Coll., the Code of Civil Procedure, has jurisdiction.
• Severability: If any provision of the Terms or the Agreement becomes invalid, ineffective or unenforceable, this shall not affect the validity and effect of the remaining provisions. The parties undertake to replace such a provision without undue delay with a valid and effective provision whose meaning most closely matches the meaning of the provision being replaced (Section 576 of the Civil Code).
• Prohibition of assignment: Neither party is entitled to assign the Agreement or any receivable arising under it to a third party without the prior written consent of the other party; this does not affect the Provider's right to transfer the Agreement as part of a corporate transformation or sale of a business.
• References: The Provider is entitled to refer to the Client as a reference (name, logo, general description of the service) unless the Client notifies its disagreement in writing.
• Changes to the Terms: In accordance with Section 1752 of the Civil Code, the Provider is entitled to unilaterally amend these Terms to a reasonable extent where the development of legal regulations or technical or operational developments so require. The Provider shall notify the Client of the change at least 30 days before it takes effect, in writing or electronically. The Client is entitled to reject the change and terminate the Agreement with a 1 month notice period; the Client's silence within the period is deemed to constitute acceptance of the new wording.
• Effect: These Terms take effect on the date stated at the top and supersede all previous versions.