General Conditions of Rendering Advisory Services
Below are presented the general terms and conditions of rendering of tax advisory services by JS Doradcy Spółka z o.o. (“JSD”).
This document uses the following definitions. The term: "Principal" means the Principal signing an agreement for the provision of advisory services with JSD or using JSD's consulting services without a written agreement, as well as the employees and representatives of the Principal who are recipients of services provided by JSD. Additionally, the term "Principal" also means any entities related to the Principal and any other entity that, under the agreement between JSD and the Principal, will be treated in the above manner.
The term "Agreement" means an agreement for the provision of consulting services between JSD and the Principal, which may be in written or oral form.
1. Preliminary provisions
- If the Principal uses the services provided by JSD, it is assumed that he has tacitly accepted these General Terms and Conditions, unless he submits to JSD a written declaration that he does not accept these General Terms and Conditions within 14 days from the date of conclusion of the Agreement.
- JSD is not responsible for any factual or legal decisions made by the Principal as a result of the provision of services by JSD.
JSD is the owner of the copyright and all other rights regarding the protection of intellectual property related to the implementation of the subject matter of the Agreement.
3. Regulations and case law that are the basis for advice
When preparing opinions, review reports, analyses, documentation and any other documents in the course of providing consulting services, JSD takes into account the relevant provisions of tax laws in force on the date of preparation of the documents in question, the provisions of international taxation agreements and the case law of courts and interpretations of administrative bodies, if they have been announced publicly. until the date of issuing the opinion. Regulations and provisions may change after the date of submission of the JSD opinion, which may affect the conclusions contained therein. JSD is not obliged to update the opinion in order to adapt the opinion to the changed legal status. Each request by the Principal to update the opinion will be treated as a separate Agreement for which remuneration is due.
4. Information constituting the basis for advice
When providing services, JSD relies on information received each time from the Principal. This information is not subject to verification by JSD. JSD is not responsible for incorrect or inaccurate information provided by the Principal that influenced the conclusions indicated in the opinions or other documents.
5. Reliability of the information provided
The Principal undertakes to cooperate with JSD in order to properly perform the Agreement, and in particular to provide all information and materials and to provide oral information required to perform the subject of the Agreement. The Principal is responsible for the reliability, accuracy and completeness of the data and information provided to JSD, necessary for the implementation of this Agreement.
The Principal is aware that the quality of the services provided by JSD is closely related to the reliability and quality of the data and information provided by the Principal. Therefore, the Principal will provide all information and assistance as well as access to all documentation in its possession. The Principal will exercise due diligence to provide JSD with the above-mentioned information or documents if they are not in his possession. Additionally, JSD has the right to conduct talks with the Principal's employees, provided that it is necessary for the proper implementation of this Agreement.
The Principal will notify JSD of any information in its possession that has not been provided or requested by JSD and which may be related to the services provided under this Agreement.
6. Use of advice by the Principal
All conclusions, advice, information or recommendations are prepared in connection with a specific Agreement, in a specific factual situation and for an individually specified recipient. Consequently, the only entity authorized to use them is the Principal. If the Principal makes an application, advice, information or recommendation available to other entities, JSD is not responsible for compliance with them by other entities.
If any other entity raises claims resulting from the Principal's violation of the provisions of this point, the Principal undertakes to compensate JSD for any resulting damage.
7. Confidentiality Clause
JSD undertakes to keep secret all information obtained during the implementation of this Agreement. The above limitation does not apply to confidential information that is:
- Information generated by JSD in the course of providing services under this Agreement,
- Information that will be necessary to be disclosed by JSD due to applicable legal provisions or standards related to the practice of the profession,
- Commonly known information,
- Information known to JSD without violating this confidentiality clause.
JSD is entitled to keep copies of confidential information received from the Principal in order to archive them in accordance with the professional standards applicable at JSD.
The Principal consents to JSD sharing information obtained during the provision of services to other entities operating under the JSD name.
JSD is entitled to remuneration for the performance of the Agreement. The amount of remuneration is each time determined in the form of a lump sum (lump sum remuneration) or based on the number of hours spent on the implementation of the Agreement by JSD staff and the appropriate hourly rate (hourly remuneration). JSD is obliged to always inform the Principal about the hourly rate used to calculate the amount of remuneration due to him.
If the parties do not agree on a lump sum remuneration or other form of remuneration, as well as in the event of termination or withdrawal from the Agreement, the hourly remuneration at the rate of PLN 350 net + VAT per hour of advisor's work applies. In certain circumstances, the parties may determine the remuneration due to JSD for the implementation of the Agreement taking into account criteria other than those taken into account for lump sum or hourly remuneration. In particular, such criteria may include: the date of service completion, experience in providing services of a given type, unique knowledge necessary to perform the Agreement developed by the Contractor.
If JSD provides services for a period exceeding monthly periods and the Parties do not agree on the method of issuing a VAT invoice, JSD will be entitled to issue invoices for work performed in individual months.
The remuneration should be paid within 14 days from the date of receipt by the Principal of a correctly issued VAT invoice, and the date of receipt of such an invoice is considered to be the date of receipt of the original invoice by registered mail or courier.
If the Parties decide so, JSD may collect an advance payment of remuneration.
9. Reimbursement of fees and expenses
All fees and expenses (in particular accommodation and travel costs) necessary for the proper performance of this Agreement will be borne by JSD and will then be reimbursed by the Principal, unless the Parties decide otherwise
10. Taxation with tax on goods and services
The JSD service is subject to tax on goods and services (VAT). Due to the above, JSD's remuneration will be increased by VAT at the appropriate rate applicable on the date of issuance of the invoice.
11. Authorization to issue invoices
The Principal authorizes JSD to issue VAT invoices resulting from this Agreement without the Client's signature and to send them in electronic form.
12. Termination of the Agreement
The Principal has the right to terminate the Agreement in writing with a three-month notice period, by way of a written declaration submitted to JSD.
JSD has the right to terminate the Agreement in writing if the Principal fails to meet his obligations, in particular delays the payment of remuneration due to JSD for more than one month. If JSD exercises the right to terminate the Agreement, it will not be liable for any damage incurred by the Principal as a result of terminating the Agreement.
13. Suspension of Services
JSD has the right to suspend the provision of services until the outstanding payments resulting from issued invoices are settled. If JSD exercises the right to suspend the provision of services, it will not be liable for any damage resulting to the Principal.
14. Principles of liability
JSD will be liable for damage caused to the Principal as a result of non-performance or improper performance of consulting services specified in the Agreement, however, this liability, as well as liability for damage resulting from other causes, is limited to the amount of remuneration paid to JSD by the Principal for the services covered by the Agreement. and does not cover lost profits within the meaning of the provisions of the Civil Code.
The Principal may demand that JSD redress the damage to the extent that it is liable for the damage - taking into account the degree of JSD's fault and the degree of JSD's contribution to the damage.
15. Force majeure
The Parties are not liable for any defects in the performance of the Agreement resulting from circumstances caused by force majeure, which include in particular: accident, flood, fire, employee strike, war. The parties are not liable for defects in the performance of the Agreement beyond the parties' control, resulting from the issuance of legal acts, court judgments or administrative decisions.
16. Exclusion of liability of JSD personnel
The Principal undertakes not to submit any claims for compensation for damage or loss against any employee or representative of JSD or a person performing activities commissioned by JSD, as long as the claims are related to the services that are the subject of this Agreement.
It is understood that the above exclusion does not constitute a limitation or exclusion of JSD's liability for acts or omissions of employees or representatives (persons performing activities on JSD's behalf) acting on behalf of or on behalf of JSD.
17. Assignment of rights and obligations
Neither party may assign any rights or obligations under the Agreement without the prior written consent of the other party. The above does not apply to the transfer of all rights and obligations arising from the Agreement to another company related to JSD. The parties hereby consent to such transfer without further notice.
18 .Counteracting the introduction of property values from illegal or undisclosed sources into financial circulation
At the request of JSD, the Principal will provide all information necessary to fulfill statutory obligations regarding preventing the introduction of property values from illegal or undisclosed sources into financial circulation.
19. Obligation to maintain professional secrecy
JSD or entities cooperating with it or providing services to it are obliged to maintain legally protected professional secrecy referred to in Art. 37 of the Act of July 5, 1996 on tax consultancy (consolidated text: Journal of Laws of 2019, item 283). It is assumed that the Principal does not release JSD or these entities from the obligation to maintain this secrecy in relation to facts and information related to the provision of services by JSD or these entities to the Principal for the purposes of applying Chapter 11a of the Tax Ordinance "Information on tax schemes", unless the Principal submits to JSD in writing an express declaration of exemption from the obligation to keep this secret.
20. MDR obligations
The Principal acknowledges that in connection with the provision of advisory services, the JSD may be subject to obligations regulated in Chapter 11a of the Tax Ordinance "Information on tax schemes", which the JSD will be obliged to fulfill, taking into account the professional secrecy binding on the JSD, referred to in point 20.
21. Communicating by e-mail
The Principal agrees to communicate in connection with the implementation of this Agreement via e-mail. The Principal is aware of and accepts the risks associated with communicating via e-mail.
Due to the above, JSD will use e-mail for communication with the Principal until it receives a written request to stop transmitting any data or information this way and until then it shall not be liable in any way in connection with communication via e-mail.
22. Salvatorium clause
If any provision of the Agreement, including these General Terms and Conditions, is deemed invalid or ineffective, the Parties acknowledge that the remaining provisions of the Agreement remain valid and effective.
23. Correspondence address for JSD
JSD's correspondence address is: ul. Sienna 93/32, 00-815 Warsaw
24. Choice of law and court
This Agreement is subject to Polish law. The competent court is the court having jurisdiction over the plaintiff's registered office. Any disputes arising from or related to the Agreement will be resolved first through negotiations between the parties.
The Principal agrees that JSD may use the Principal's name in contacts with its Principals, in particular in reference letters. In justified cases, JSD is entitled to request that the Principal prepare a reference letter for potential JSD Principals.