General terms

INTRODUCTORY PROVISIONS

These General Terms and Conditions (“General Terms”) govern the business relationship between HLB ADRIA d.o.o., Strossmayerova 11, 51000 Rijeka (“Service Provider”) and any entity receiving accounting services (“Client”) under a concluded service agreement.
They apply to all services provided unless specific contractual provisions state otherwise, in which case such provisions prevail. The General Terms supplement the Agreement and are interpreted pursuant to the Obligations Act. Statutory provisions supersede these Terms in case of legislative amendments, and adjustments may be made with timely notice to the Client.
By signing the Agreement, the Client acknowledges familiarity with the General Terms. The current version is available at www.hlb-adria.com/opci-uvjeti/.

ARTICLE 1 – Scope of Services
The Service Provider delivers services predominantly in digital form, using standardised accounting formats and digital archives in accordance with the Accounting Act and applicable implementing regulations. Services adhere to current standards of electronic data exchange.
Services include processing invoices, maintaining the general ledger and journal, payroll calculations, preparation of tax filings and JOPPD forms, preparation of financial statements, maintaining administrative and business records, advisory and reporting services, and all other services defined in the Proposal Sheet/Agreement.
Business advisory services include tax optimisation, transfer pricing, planning, financial analysis, risk management and reporting. The Service Provider does not assume business decisions or liability for consequences arising from Client decisions.
Flat-fee arrangements cover only the defined scope, while additional services are charged per the valid price list. Services are provided to a broad range of legal and natural persons per relevant laws. Services include document classification, posting, calculations, reporting to authorities, payroll processing and digital data preservation. Advisory services included in bookkeeping fees relate only to clarifications directly tied to contracted services; broader advisory services require separate agreements.
The Service Provider performs services using certified systems (eInvoice, eArchive, DMS) and notifies Clients of amendments to these Terms.

ARTICLE 2 – Digital Documentation and Data Delivery
Documentation is kept and delivered in digital form unless the law requires originals. The Client is responsible for timely delivery of originals where required. All documentation must be accurate, complete and submitted through approved communication channels.
Accepted formats include those specified in Articles 7.9–7.11 and other technically processable formats. Clients must deliver invoices as eInvoices or fiscalised invoices where legally required. Electronic records must be protected against alteration. Defective or unprocessable documents are deemed undelivered, and the Client must resubmit correct versions.
The Service Provider may scan documents for processing and archiving. Electronic delivery is valid if provenance can be verified according to regulations.

ARTICLE 3 – Preconditions for Contracting and Initial Documentation
Before contracting, the Client provides foundational documents such as incorporation acts, technical compliance decisions and authorised signatory cards. Additional documentation may be requested for pricing or onboarding (e.g., trial balance, open payables).
The Client completes a Request for Accounting Services, which becomes an annex specifying required services. Documentation must be delivered within contractual deadlines and through authorised channels. Incorrect or incomplete data affecting pricing may result in price adjustments, compensation claims or unilateral termination.
Upon contracting, the Client must deliver required digital documentation including ledgers, journals, supporting books, legal documents and accounting bases. Documentation must be in electronic form unless the law requires originals. Any change in business volume triggers a renewed AML risk assessment.

ARTICLE 4 – AML Compliance
The Service Provider performs AML risk analysis and may refuse or terminate engagement if the Client provides false information or presents elevated AML risk. The Client must complete a Beneficial Owner Declaration. AML procedures apply to existing and new clients. Ongoing monitoring includes verification of beneficial ownership and transaction risk. Identified deficiencies must be remedied within a reasonable period or the Agreement may be terminated. The Client is responsible for accuracy of submitted data.

ARTICLE 5 – Contracting and Pricing
Agreements are typically executed for one year with automatic renewal. Service obligations commence on the date specified in the Agreement. The Client provides business data used to prepare the Proposal Sheet, which forms an integral part of the contractual documentation.
The Service Provider may adjust pricing with 30 days’ prior notice. Late payment triggers statutory interest and may result in service suspension, restricted access or withholding deliverables.

ARTICLE 6 – Submission of Documentation
The Client must deliver all documentation required for service performance within agreed deadlines. Documentation includes accounting documents, legal decisions and all information relevant to service execution.
Documentation required for JOPPD reporting must be delivered immediately, no later than the next day after payment. Documentation affecting statutory reports must be delivered at least 5 days before relevant deadlines. Payroll data must be delivered at least 3 days prior to payout. Costs for urgent processing due to Client delays may be additionally charged.
The Client is responsible for the authenticity of documentation. Unapproved documents will be recorded as such. Electronic documents must be signed with legally required electronic signatures.

ARTICLE 7 – Ongoing Documentation Delivery
Standard delivery deadlines are 3 business days from receipt of a document. Time of delivery via DMS is the automated timestamp. Payroll documentation delivered late is processed in the next cycle. The Service Provider is not liable for delays caused by late Client submissions.
Formats accepted include PDF, JPEG, PNG, DOCX, XLSX and standards such as UBL 2.1 eInvoice. Defective documents are considered undelivered. Electronic delivery is valid if provenance is verifiable.

ARTICLE 8 – Year-End Documentation Delivery
Upon fulfilment of contractual obligations, the Service Provider provides processed and organised year-end documentation. If the Client has outstanding debts, internal working papers may be withheld until payment. The Client bears responsibility for the accuracy of documents. Documentation may be delivered digitally per legal archiving standards.

ARTICLE 9 – Transition (Onboarding/Offboarding)
Transition occurs upon starting or ending services. Costs are generally included in annual contracts; otherwise, transition costs are borne by the Client. If termination is due to Client breach, both onboarding and offboarding costs apply.

ARTICLE 10 – Flat-Fee and Additional Consulting Services
Consulting hours contracted on an annual flat-fee basis are billed monthly. Upon early termination by the Client, the difference between used and paid hours is invoiced. Additional hours beyond the annual limit are billed separately. Up to 50% additional hours may be provided.

ARTICLE 11 – Fees and Payment Terms
Fees follow the valid price list and may be adjusted due to inflation, cost increases or regulatory changes. Failure to accept new pricing may result in contract termination. Monthly invoices must be paid by their due date. Continued late payment allows the Service Provider to suspend services, request guarantees or terminate the Agreement. Refunds or deductions are not granted when incomplete or incorrect documentation prevents full service delivery.

ARTICLE 12 – Archiving and Retention
The Service Provider archives documentation per the Accounting Act, tax laws and archival regulations. After expiry of statutory retention periods, documents may be returned or destroyed with Client consent. Upon termination, documentation is retained for up to 60 days solely for handover purposes. Standard retention periods include:
– accounting books and financial statements: min. 11 years 
– accounting and tax documentation: 11 years 
– payroll statements and decisions: permanently 
– contracts and legal acts: until effects expire; permanent if of permanent value 
Digital documentation is retained up to 60 days post-termination unless a longer period is legally required.

ARTICLE 13 – Intellectual Property
Analyses, methodologies, advisory materials and working papers constitute the Service Provider’s intellectual property. Business documentation and financial statements belong to the Client. Proprietary materials may be withheld until all debts are settled. Transfer of rights requires written consent unless mandated by law.

ARTICLE 14 – Liability
The Service Provider is liable for incorrect posting, delays caused by its own actions, loss of Client documentation and unauthorised disclosure of confidential information, except where legally required.
The Client is liable for false, incomplete or late documentation, unapproved documents, failure to meet statutory deadlines, unpaid obligations and incorrect data for statutory filings. The Service Provider is not liable for the content of original documents or damages arising from Client omissions.

ARTICLE 15 – Data Protection and Confidentiality
The Service Provider keeps all Client information confidential. Disclosure is permitted only with Client consent or when required by law. All employees are bound by confidentiality obligations. The Service Provider supports regulatory inspections and processes personal data solely for contractual and legal purposes.

ARTICLE 16 – Exceptions and Personal Data Processing
Confidential information may be disclosed without consent when legally required. Personal data is processed under GDPR, where the Client is the controller and the Service Provider the processor.

ARTICLE 17 – Duty to Report Changes
The Client must promptly notify the Service Provider in writing of any relevant changes (ownership, registered seat, legal representatives, activity, contact information, internal procedures). Marketing communication requires Client consent.

ARTICLE 18 – Temporary Suspension of Services
Services may be suspended if payment risks arise. Services resume once obligations are settled.

ARTICLE 19 – Jurisdiction
Parties shall first attempt amicable dispute resolution. Failing that, disputes fall under the jurisdiction of the competent court at the Service Provider’s seat.

ARTICLE 20 – Termination
The Agreement may be terminated with 30 days’ notice. Immediate termination applies in cases of AML risk, extended non-payment, unlawful instructions or system misuse. Upon termination, digital documentation is delivered in a standardised format.

ARTICLE 21 – Amendments
The Service Provider may amend these Terms with notice delivered to the Client. The Client may terminate the Agreement within 30 days if amendments are not accepted.

ARTICLE 22 – Confidentiality
Confidentiality obligations apply for five years after termination unless a longer period is legally required.

ARTICLE 23 – GDPR
Roles follow GDPR Article 28. Personal data is processed solely under documented Client instructions using appropriate organisational and technical safeguards.

ARTICLE 24 – Final Provisions
Croatian law applies. In case of conflict, contractual provisions prevail. The Terms take effect upon publication and remain valid until revoked or amended.