General terms

Article 1

1. The general conditions for the provision of bookkeeping, accounting, advisory and administrative services (hereinafter: General Terms and Conditions) apply to the business relationship between HLB ADRIA d.o.o., Strossmayerova 11, 51000 Rijeka (hereinafter: The Service Provider) and entities to which the Service Provider provides bookkeeping services under the concluded contract (hereinafter: The Client).
2. By signing the Contract, the Client accepts all the conditions laid down in these General Terms and Conditions as an immutable part of the contractual terms and conditions.
3. These General Terms and Conditions include, among other things, bookkeeping services: collection and processing of data based on bookkeeping documents, preparation and maintenance of business books, preparation and compilation of annual financial statements, reports for statistical, tax and other needs and mandatory consulting services.In terms of consulting, these terms include standardized and customized consulting services in the tasks of tax optimization, transfer pricing, planning and analysis, risk management and reporting for the needs of the Client.
4. The General Terms and Conditions complement the special arrangements laid down in the contract between the Service Provider and the Client. These General Terms and Conditions apply to all subsequent additions to the contract, supplements and annexes that are connected to the contract.
5. In the case of non-agreed General Terms and Conditions and special arrangements, special arrangements shall be binding. The general terms and conditions apply before the dispositive legal provisions governing mandatory relations.
6. In the case of inconsistent General Terms and Conditions and special agreements, the special agreements are binding. The general terms and conditions are applied before the dispositive legal provisions regulating mandatory relations.
7. The general conditions, together with its annexes, amendments and additions, are an integral part of the contract on the provision of bookkeeping services, which regulates the mutual relations between the Service Provider and the Client. The valid and up-to-date General Terms and Conditions are available at www.hlb-adria.com
8. The character of the affairs referred to in Article 1.3 and 1.4 shall have the character of a flat-rate contract, unless explicitly stated otherwise under the specific conditions. The flat-rate contract obliges the Service Provider to reserve the capacity to perform flat-rate contracted services for the duration of a one-year contract if the termination clause is not included.
9. The provider of conditions will notify the Client of any change in the General Conditions
   
   

Article 2.

2.1. In its business network, the service provider provides accounting services to entrepreneurs, craftsmen, non-profit organizations, budget users, natural persons and other entities in accordance with the law and bylaws governing their financial operations and accounting management.

2.2. The services normally provided by the Service Provider are: acceptance and classification of bookkeeping documents, contingency, calculations, compilation of financial, statistical and tax statements, reporting to the competent authorities on behalf of the Client and on behalf of the Client, calculation of salary, preservation of digital data, payroll services and other services related to the provision of bookkeeping services.

2.3. The consultations given by the Service Provider to the Client, which will not be charged on top of the fee referred to in the contract for the provision of bookkeeping services (paragraph 1.3), relate exclusively to clarifying the issues directly related to the services defined in the "Inquiry for the provision of the bookkeeping service." The consulting services referred to in point 1.4 shall be governed by specific conditions within the contract for bookkeeping and advisory services or a specific advisory services contract.

Article 3.

3.1. Before concluding the contract, the Client provides the basic documentation, i.e. a decision on the establishment of a company or craft, a decision on minimum - technical conditions, a cardboard of deposited authorised persons. The service provider may also request other documentation or information necessary for the reception of services and the calculation of the price or coverage of services such as, e.g. gross balance sheet, open items of obligations to suppliers, etc.

3.2. Before concluding the contract, the Client fills in the "Inquiry for the provision of the bookkeeping service", the above form represents an annex to the contract in which the basis of the business data and the list of services required of the Service Provider are given. The submission and acquisition of documentation (inbound transfer) and information are carried out in the manner and within the deadlines set by the contract and these General Terms and Conditions. In addition to the documentation, the Client submits to the Service Provider a list of persons authorized to submit and acquire documentation, as well as other responsible and contact persons who represent the Client in relation to the Service Provider and who are necessary for the performance of the Service.

3.3. The information referred to in the previous paragraph is used to determine the price and coverage of the Service Provider's services. In this way, the established price is subject to change if it is determined that the data provided by the Client are incorrect or the scope of the business has been increased, thus conditioning the increase in the scope of accounting operations. If the described circumstances are acquired, the Client shall be informed of this beforehand.

In case that the Client is found to have provided inaccurate information that has significantly affected the price, the Service Provider may claim compensation for lost earnings or unilaterally terminate the contract.

3.4. The contractual relationship between the Service Provider and the Client is regulated depending on the model chosen by the Client to submit and acquire the documentation and information, set out in Article 10 of these General Terms and Conditions.

3.5.   Based on the Tender sheet, the scope of services that enter the package is specified in the annex to the contract. That annex specifies services that fall within the lump sum of the fee, and the services that will normally be performed in such a way as to invoice in a piece or time.

3.6.  After signing the contract and before starting the service, the client is obliged to submit the Service Provider all the necessary documentation, which includes: general ledger, diary and all ancillary books for the previous and current period until the date of collection of the service, all bookkeeping documents on the basis of which business events in the initial balance, basic legal documentation of the entity are recorded (social contracts, Regulations, statutes, etc.). The above documentation is acquired in written form.

Article 4.

Enforcement of anti-money laundering and terrorist financing regulations

4.1. When arranging services, the Service Provider conducts a Client analysis assessing the risk of money laundering abuse and terrorist financing, and obtaining the necessary data and documents. In the event that this is a risky Client, the Service Provider may withdraw from the conclusion of the contract or unilaterally terminate the contract if the Client has not provided truthful information about the nature of his business before signing the contract, which produces risk within the meaning of this Act.

4.2. When arranging the services of the Service Provider, and in order to perform due diligence tasks of the Client, the Service Provider will ask the Client to fill in the information about the beneficial owner of the Client on the "Beneficial Owner Statement" form. The client signs the statement and the Service Provider deposits it in his file.

4.3. The procedures laid down under paragraphs 1 and 2 of this Article will also apply to clients with whom service contracts have already been concluded.

Article 5.

Conclusion of the contract

5.1. The service contract is concluded for one year with an automatic extension. In exceptional cases, the contract may be concluded for a fixed or indefinite period of time.

5.2. The rights and obligations of the contractual relationship between the Service Provider and the Client begin on the day indicated in the service contract.

5.3. The inquiry accepted by the Service Provider together with the specification of the services, these General Terms and Conditions, the contract and the offer accepted by the Client form an integral part of the service contract. Before concluding the contract, the service provider is obliged to refer the Client to the General Terms and Conditions, which the Client confirms by signing the contract.

Article 6.

Submission and acquisition of documentation

6.1. The client submits the documentation necessary for the performance of the service in the manner and within the deadlines set by the contract and these General Terms and Conditions.

6.2. The documentation means bookkeeping documents, decisions and other legal and other documentation as well as other information necessary for the performance of the service or that arises during the performance of the service.

6.3. Documentation submitted for the purposes of reporting through the "Report on receipts, income tax and surtax and insurance contributions" (hereinafter referred to as the JOPPD form ), requires daily up-to-dateness, which means that the Client is obliged to provide notice of payments made on the day of payment or no later than the next day, since misdemeanor penalties are provided for entities that do not submit the JOPPD form within the prescribed deadlines.

Likewise, all other documentation requiring entry in the business records, which is related to the compilation of any reports or the keeping of records that can have legal and financial effects for the Client must be delivered by the Client no later than 5 days before the prescribed deadlines within which these reports or records must be performed, otherwise the Service Provider is not responsible for the financial and legal effects of the delay in the documentation.

The client is obliged to submit the data for the calculation and posting of wages no later than 3 days before the date of the agreed payment.

In case of delays of the delivery of documentation by the Client and if the Service Provider performed the same service within the legal deadline, and the execution required additional costs from it (e.g. overtime), the Service Provider will additionally invoice the costs in the amount of the costs actually incurred in accordance with the price list, which will be further specified in the invoice for the following month.

6.4. The client is responsible for the authenticity and authenticity of the submitted documentation. It confirms its authenticity by liquidating the documentation through a signature from the person authorised to liquidate the documentation. In case that the submitted documentation is not liquidated, the Service Provider will post it not liquidated. The service provider is not responsible for posting illiquid bookkeeping documents that the Client delivers through its channels.

6.5. In addition to the documentation, the Client submits a list of persons authorized to submit it and to take it over.

6.6. Documentation is submitted during the service provider's working hours or digitally.

Article 7.

Documentation submitted and acquired by the Client from the Service Provider during the fiscal year, deadlines for submitting and processing documentation

7.1. The client is obliged to submit the documentation that arises during the fiscal year to the Service Provider no later than 15 (fifteen ) days after its occurrence. In the case of the incoming documentation, this period shall be calculated from the next working day from the time the Client received the documentation. The client is obliged to submit the documentation within the deadlines and according to the dynamics that ensure that all tax and other reports can be created and submitted to the competent authorities in a timely manner.

7.2. When submitting the documentation, the Client is obliged to fill out the form " Specification of submission and acquisition of documentation". The specification shall contain information on the submitted documentation, the date of submission and the authorised person. The specification, after verification by the Service Provider's employees, is signed by both parties and each party retains one copy. The same is not necessary if the documentation is submitted through the DMS documentary system or other similar digital means.

7.3. The service provider undertakes to submit reports, completed forms, orders and other exit bookkeeping documents to the Client in a sufficient number of copies, prepared for certification and signature before submission to authorized institutions and other entities.

7.4. During the collection of documentation and reports from the Service Provider, the Client will receive a completed form "Specification of submission and acquisition of documentation" which, after verification by the client's representatives, is signed by both parties and each party retains a copy.

Article 8.

Documentation submitted by the service provider to the Client for the past year

8.1. In case that the contractual obligations on the client are duly performed, the Service Provider undertakes to hand over processed, neatly complex and complete bookkeeping documentation to the Client for the past fiscal year.

8.2. In case that the Client has not fulfilled his contractual obligations in the form of settling due debts, the Service Provider has the right to keep the produced documentation that is his intellectual property (general ledger, ancillary books, diary, payroll, tax returns, reports, etc.) until the Client settles all due obligations, which is the basic condition for the transfer of intellectual property.

8.3.  In case that the Client has not performed his obligations in terms of credibility (completeness, accuracy, veracity, ownership or comprehensiveness) of bookkeeping documents, and the Service Provider has also determined this, the Service Provider will invite the Client to change the same documents. The cost of recording changes is borne by the Customer. In any case, the Service Provider is not responsible for the authenticity of the bookkeeping documents, except those produced by himself, which have no basis in other bookkeeping documents or records for which the Client is responsible

Article 9.

Transition

9.1.  A transition is a procedure that arises after the conclusion of a contract for the performance of bookkeeping services (inbound transition) or after the termination of the contract for the performance of bookkeeping services (exit transition).

9.2.  If a regular contract is concluded with a duration of at least one year without the possibility of termination, normally the cost of transition is calculated in the price of the performance of the service and is allocated for a period of one year.

9.3.    If a contract with an early termination clause or an indefinite contract is concluded, the client shall bear the costs of the entry transition in full except in the segment of staff education for work on the accounting software in which the Service Provider works.

9.4.    The costs of the inbound transition referred to in point 9.3. The service provider will express financially in the offer.

9.5.    In the case where the termination of the contract is indefinitely or the ordinary contract for reasons on the client's side, i.e. for reasons of unilateral termination that is not on the side of the Service Provider, non-payment or other reasons, the Client bears the costs of the inbound and exit transition, whereby the Service Provider will invoice.

Article 10.

10.1. Consulting services contracted within the framework of the accounting-consulting contract are contracted as a flat rate for a period of one year with monthly invoicing of the contracted flat rate. In case of unilateral termination of the contract by the Client during the one-year contracted period, the Service Provider will invoice the difference between paid and leased flat-rate hours.

10.2. When the client uses the leased annual fund of consulting hours, the Service Provider informs the Client about this and calculates all further needs for consulting services on a monthly basis and invoices at the flat-rate hourly price.

10.3. The service provider undertakes to maintain capacity and fulfill additional requests of the Client up to 50% of the hours agreed in the flat rate contract.

Article 11.

11.1. The fee for providing services, as well as all other fees to which the Service Provider is entitled, are determined by the price list. The service provider can change the price list of services in order to comply with inflationary conditions and the growth of business costs (in percentage). The Service Provider will promptly inform the Clients about the change in the price list. In the event of a change in the price list, the lump-sum agreed amounts on the contracts are also changed, whereby the Service Provider will offer new conditions to the Clients.

In addition to changing the price list, the Service Provider and the Client have the right during the contractual relationship to change the contractual terms with the Client based on changes in the Client's requirements or the scope of work performed by the Service Provider with the consent of both parties.

11.2. In the event that the Client requests the permanent provision of a service that has not been contracted, the Service Provider and the Client will subsequently separately contract such a service with an annex, and in the case of one-off or occasional services, order with an order confirmation via e-mail.

11.3. The service provider issues monthly invoices to the Client for the performance of the service in accordance with the contract, with the due date indicated on the invoice. The client is obliged to pay the total amount of undisputed costs and debts incurred during the duration of the contractual relationship.

11.4. If the Client receives an invitation to fulfill the obligation, the Client is obliged to settle the due undisputed invoice within 15 (fifteen) days from the receipt of the notification. The first invitation to fulfill the obligation is sent to the Client 60 days after the due date of the obligation. The invitation to fulfill the obligation will be sent to the Client at the address specified in the Agreement or at some other address that the Client has informed the Service Provider about. The invitation to fulfill the obligation will be sent by registered mail or electronically. If the invitation to fulfill the obligation from the contract, sent to the Client and delivered to the post office by registered mail with confirmation of receipt, is returned to the Service Provider as undelivered for any reason, the subsequent deadline for fulfillment begins from the day of handing over that letter to the post office or sending it electronically.

11.5. If the Client is late with payment for more than 75 days, the Service Provider will calculate the statutory default interest from the due date of the individual invoice in accordance with Article 29 Paragraph 2 of the Law on Obligations.

11.6. The client is obliged to settle the invoice by the due date indicated on the invoice. The service provider may temporarily limit or suspend the provision of the service or unilaterally terminate the contract early without notice if the Client has not settled the due debt within 30 days from the day of receipt of a warning in writing, or within 120 days from the due date of the earliest unpaid invoice.

The service provider reserves the right to act differently if it determines that it is necessary.

11.7. The service provider reserves the right to charge even when it is unable to provide the service in its entirety due to inadequate, incorrect or incomplete documentation.

11.8. In case of continuous delay in payments or risk of non-payment by the Client, the Service Provider has the right to take additional protection measures, namely: receiving adequate payment security instruments, temporarily suspending the service and/or receiving a signed contract with the amount of the stipulated lump sums, i.e. unilaterally terminating the contract for a certain period of time.

11.9. In the event of galloping inflation (above 10% per year), the Service Provider has the right to issue a special invoice in the amount of the statistically determined inflation rate for a certain period multiplied by the lump sum amount, but only in the case when it has not previously adjusted the prices for the amount of inflation.

Article 12.

12.1. The service provider keeps the documentation until the expiration of the legal deadlines for submitting the Client's financial and tax reports.

12.2. After the specified deadlines, the Service Provider returns to the Client the documentation that it deems that it will no longer need in its work, basically all documentation that does not relate to balances, and for which it assumes the obligation to keep until the expiration of the prescribed deadlines.

12.3. The service provider is not responsible, nor is he obliged to keep the Client's downloaded documentation, business books, auxiliary books, calculations and financial statements after the expiration of a period of 2 months from the date of termination of the contract.

12.4. Storage of documentation is charged additionally to the Client in accordance with the price list of services.

Article 13.

Intellectual property                        

13.1. All reports, data, content, documents, documents, plans, sketches and other materials created within the framework of providing services to the Client, i.e. all produced documentation, are the intellectual property of the Service Provider.

13.2. The Service Provider retains the produced documents, records and data specified in the above article in its possession and in its ownership and hands them over to the Client at the moment the Client requests it and when it settles all its due obligations to the Service Provider, in accordance with the terms of the transition.

13.2. The Service Provider retains the copyright over the created documents, writings, documents, designs, sketches, offers, opinions, analyzes and studies, and without the written consent of the Service Provider, the Client is not allowed to use them or assign them to third parties, except in the case of a court order or inspections by by authorized bodies.

Article 14.

Accountability

In particular, the service provider is responsible for:

• Improper contingency and posting of the correct bookkeeping documentation;
• Non-up-to-dateness in the accounting process and delay in relation to the prescribed deadlines, if the Client has submitted the documentation on time and in the required quality, and has settled the obligations under the contract;
• Loss of received documents;
• Disclosure of trade secrets in the performance of business under the contract unless it is illegal actions of the Client that the Service Provider is obliged to report.

The client is particularly responsible for:

• Falsehood of documentation;
• Inadequacy of documentation, i.e. if he does not submit documents on business changes for bookkeeping;
• Displaying inaccurate data in inventory;
• Failure to provide documentation;
• Unverified documentation by an authorized person;
• Own loss of documentation;
• Non-payment of obligations in particular obligations to the Service Provider;
• Untimely and incomplete submission of documentation for the purpose of drafting and submitting "Reports on receipts, income tax and surtax and contributions for compulsory insurances" (JOPPD form) and other legal reports;
• Untimely and incompletely submitting documentation for the purpose of registration / check-out through e-HZMO and e-HZZO services unless it has authorized the Service Provider for these tasks.

14.1. The service provider shall not be liable for the content of the bookkeeping documents that are drawn up at the place and at the time of the business event and which must undoubtedly and truthfully contain all the information about the event. The Service Provider shall not be liable for any damages that may arise to the Client or any third party due to the content of the bookkeeping documents that are drawn up at the place and at the time of the business event. The service provider assumes responsibility for those bookkeeping documents produced by the Service Provider on the basis of authentic documentation.

14.2. The service provider will not be liable for any damages or loss of profits incurred by the Client during the provision of the service, if it arose outside the scope of data collection and processing on the basis of bookkeeping documents, preparation and keeping of business records, preparation and compilation of annual financial statements, collection and processing of data in connection with the preparation and compilation of annual reports, and financial data for statistical,  tax and other needs, unless otherwise agreed.

14.3. The client is obliged immediately after learning of the new circumstances that may be important for the implementation of the service, to inform the Service Provider in writing any changes and new circumstances. The service provider shall not be liable for the untimely and incompletely submitted documentation, and any damages and penalties resulting from them.

14.4. Clients who are obliged to issue a JOPPD form are obliged to provide a notification of the payments made in a timely and up-to-date manner, as misdemeanor penalties are provided for entities that do not provide the JOPPD form within the prescribed deadlines. Any possible misdemeanor penalties arising from untimely submitted documentation will be borne by the Client.

Article 15.

15.1. As a trade secret, the Service Provider undertakes to keep as a trade secret the facts it learns about the Client, the information obtained by performing service operations for the Client, and the information and reports resulting from the performance of the service activities. All employees who perform the activities of the accounting service, as well as all other employees of the Service Provider, are obliged to keep the information they obtain by performing service tasks for the Client as a trade secret and information should not be disclosed or made available to third parties unless requested by a court or other competent authorities in accordance with legal regulations. Under the term documents, we shall understand all the documents, their content and attachments, oral communications or information of a confidential nature that the Client has presented about his business. Data may only be communicated to third parties with the client's explicit written consent except in cases defined by legal regulations.

15.2. In the case of inspections that require his participation, the service provider will submit to the competent authorities all necessary data and information in his possession. In the case of conducting the procedure after the supervision, the Service Provider will participate in the procedure by providing the Client's legal representative with all the information available to him.

  Article 16.

16.1. The Information referred to in Article 15 may also be presented by the Service Provider without the client's explicit written consent to natural or legal persons to whom such information must be communicated or submitted on the basis of laws and other regulations, and use it for purposes that are in accordance with the law and these General Terms and Conditions.

16.2. The obligation to keep trade secrets is not violated if the facts, data, information and reports are presented with the written consent of the Client or if the Service Provider is bound to do so by legal regulations.

16.3. The client agrees to the use and processing of personal data by service personnel in accordance with the Law on the Implementation of the General Data Protection Regulation OG42/2018, which ensures the implementation of EU Regulation 2016/679 of the European Parliament and the Council from 27 April 2016. On the protection of individuals in relation to the processing of personal data and the free movement of such data and the repeal of Directive 95/46/EC (General Data Protection Regulation).

Article 17.

Change Reporting Obligation

17.1. The Client undertakes to inform the Service Provider without delay, in writing, of any changes relevant to the performance of the services. The notice of change shall apply the following day from its receipt.

17.2. The service provider reserves the right, with the prior consent of the Client, to inform him by various means of communication about the products and services as well as about the current offers.

Article 18.

Temporary denial of service

18.1. The service provider has the right to temporarily withhold contract services from the Client and inform him if he determines during the contractual relationship the existence of circumstances relating to the collection of receivables.

Article 19.

Jurisdiction in the event of a dispute

19.1. Disputes arising from the contract, including disputes regarding the interpretation, application or enforcement of these General Terms and Conditions, the Service Provider and the Client will primarily try to resolve the consensual one, otherwise they agree on the jurisdiction of the actually competent court in Rijeka.

Article 20.

Amendments to the General Terms and Conditions

20.1. For all existing contracts, the application of the General Terms and Conditions shall be determined except at points where certain pre-existing conditions are inconsistent with the General Terms and Conditions.

Article 21.

Changes to the General Terms and Conditions

21. 1. The service provider has the right to amend these General Terms and Conditions, if they occur, such amendments, i.e. the clarified text, will be published on the company's website.

21.2. For all existing contracts, the application of the General Terms and Conditions is determined, except in points where certain existing terms and conditions are inconsistent with the General Terms and Conditions.

Article 22.

Final provisions

21.2. These General Terms and Conditions apply as of 01.07.2022.