Accounting Services Contract
Concluded on……………………….in Warsaw by and between:
LEXCARTA Sp. z o.o. entered in the register of entrepreneurs conducted by, XIV Division of the National Court Register in Warsaw, with KRS number 0000455527, share capital 5000 PLN, NIP 123127654, hereinafter referred to as LEXCARTA
represented by Piotr Zakrzewski, President of Management Board ;
, hereinafter referred to as the Contractor,
Represented by /………………………….., member of the Manageent Board,
hereinafter referred to as the Customer.
Accounting Act – Accounting Act of 29 September 1994 (Journal of Laws of 2009, No. 152, item 1223, as amended).
Corporation Tax Act – Corporation Tax Act of 15 February 1992 (Journal of Laws of 2011, No. 74, item 397, as amended).
Value Added Tax Act – Value Added Tax of 11 March 2004 (Journal of Laws of 2011, No. 177, item 1054, as amended).
Personal Information Protection Act – Personal Information Protection Act of 29 August 1997 (Journal of Laws of 2002, No. 101, item 926, as amended).
Bookkeeping Services Provider Licence – Regulation of the Minister of Finance of 8 April 2009 on bookkeeping services provider licences (Journal of Laws No. 62, item 508) or the Tax Consultancy Act of 5 July 1996 (Journal of Laws of 2011, No. 41, item 213).
Ledger – accounting records maintained, as required by the Accounting Act, in the form of a ledger consisting of a daybook, general and subsidiary ledger accounts, general and subsidiary ledger trial balances and an inventory account.
Tax Documentation – documentation required by the Corporation Tax and the Value Added Tax Acts, including value added tax, tangible and intangible fixed asset and equipment records.
Personnel and Payroll Documentation – personnel files, payslips, payrolls, leave, sickness and other absence records.
2 Subject Matter
The Customer represents that the Customer is obliged to maintain the Ledger in the manner and form required by the Accounting Act.
The Contractor represents that the Contractor is qualified and licensed to provide bookkeeping services, therefore the Contractor undertakes to provide the following services to the Customer:
2.1 Maintain the Ledger and the Tax Documentation
2.2 Prepare and submit PIT, and VAT returns
2.3 Add, update and delete client subject to social insurance registration
2.4 Prepare and submit social insurance returns
2.5 Keep the Customer informed about tax and social insurance liabilities to be paid
2.6 Store documentation relating to the performance of this Agreement on the Contractor’s site
2.7 Maintain communication, including correspondence with tax and social insurance authorities on behalf of the Customer
2.8 Participate in audits and investigations conducted by government authorities with regard to the period of the services provided hereunder
3 Performance – Rights and Obligations of the Parties
3.1 Rights and Obligations of the Contractor
1 The Contractor shall provide the services specified in section 2 with due diligence, in accordance with applicable regulations and based on evidence and information received from the Customer.
2 The Contractor shall notify the competent tax authority within the prescribed timeframe that the Contractor is responsible for maintaining and storing the Customer’s books of account.
3 To ensure proper performance hereunder, the Contractor shall verify incoming evidence for compliance and report any defects or deficiencies to the Customer. At the same time the Contractor shall not be held liable for the genuineness of received evidence.
4 The Contractor is obliged to review evidence supplied by the Customer for compliance with applicable laws and decide how it is to be classified and reported in the Ledger.
5 The Contractor may outsource any of its obligations hereunder to its employees or contractors. In such a case the Contractor shall be held liable for their actions as if they were the Contractor’s own ones.
5.1 Rights and Obligations of the Customer
1.a) The Customer is obliged to cooperate hereunder in that the Customer, above all, gathers appropriate evidence to support its transactions and consistently provides such evidence and information to the Contractor.
1.b) The documents necessary for the proper maintenance of the Ledger and the Tax Documentation shall be provided by the Customer not later than by the seventh day of the month following the financial month they relate to. The documents necessary for the proper maintenance of the Personnel and Payroll Documentation shall be provided by the Customer not later than two days prior to the preparation date of a payroll and not later than four days after any change therein. If there is no evidence to be posted for a financial month, the Customer is obliged to notify the Contractor thereof accordingly by the same deadline.
1.c) The Customer is obliged to inform the Contractor about any change in the Customer’s employment as soon as such a change occurs.
1.d) Evidence provided by the Customer shall come accompanied with the relevant annotations to help process it correctly.
1.e) If evidence supplied cannot be unambiguously classified for tax purposes, the Customer, whenever required to do so by the Contractor, is obliged to submit additional documents (e.g. contracts, agreements, decisions) within an agreed timeframe. Should the required documents be not submitted within this timeframe, then the Customer agrees that the Contractor may decide on its own how evidence is posted; the Contractor shall not then be held liable for whether a transaction has been posted correctly or not.
1.f) The Customer is obliged to maintain sales, cash, stock and working time records and calculate allowances for employees and contactors on its own. At the same time, whenever in need, the Customer may seek the Contractor’s advice on how to perform such operations.
1.g) If for the Customer’s operations the recording of unsupported sales or a cash register are required, it is the Customer’s responsibility.
1.h) If the Customer does not agree to the posting methods suggested by the Contractor, the Customer shall immediately make an objection in writing.
1.i) If the Customer is represented by more than one person, then, for cooperation with the Contractor, the Customer shall designate a single person, who shall make statements on behalf on the Customer.
1.j) The Customer is entitled to make submitted documents available to the Contractor against a receipt. In such a case the Contractor is released from its obligations hereunder that require access to the original evidence. At the same time the Customer is entitled to make no annotations to documents made so available without the Contractor’s permission.
6 Data Access
6.1 The Customer may access current accounting data and automatically generated financial reports via the dedicated web platform.
7 Liability of the Contractor
7.1 The Contractor agrees to assume liability arising from the performance of bookkeeping operations for the Customer hereunder for the duration hereof pursuant to article 4 clause 5 of the Accounting Act.
7.2 The Contractor shall be held liable for any actual damage caused by the Contractor’s failure to perform or improper performance of any of its obligations hereunder on general terms.
7.3 In particular, the Contractor shall not be held liable if:
1.a) the Contractor’s failure to perform or improper performance hereunder occurs despite the Contractor’s due diligence,
1.b) damage is caused by the Customer’s infringement of the terms and conditions of cooperation defined by applicable laws or the Agreement,
1.c) damage is a result of the actions taken based on incomplete or false information or documents provided by the Customer,
1.d) damage is caused by the Customer’s failure to fulfil any of its obligations under section 3.2.
1.e) damage is a result of the Customer’s written instruction followed against the Contractor’s opinion.
8 The Contractor represents that the Contractor has taken out third-party liability insurance coverage for its operations.
9 Contractual Fee
9.1 In consideration of the services described in sections 2.1 to 2.3 and 2.6-2.9, the Contractor shall be paid by the Contractor a net monthly lump-sum according to the Annex nr 1 to the Contract.
9.2 In consideration of the services described in sections 2.4. to 2.6., the Contractor shall be paid a monthly fee based on the number of employees in a month, according to the Annex nr 1 to the Contract.
9.3 The Parties may agree upon an additional fee for storing the Customer’s historical accounting documentation beyond the period required for the performance of the services hereunder.
9.4 A fee for additional services that are not listed in section 2, including the preparation of additional reports, tax consulting, are indicatded in Annex nr 1 to the Contract.
9.5 The additional services will be rendered and charged only if the Customer ordered it and gave prior consent on the time limit in hours defined by the Contractor.
9.6 The fee shall be payable within seven days against VAT invoices issued by the Contractor. The Customer authorises the Contractor to issue VAT invoices without the Customer’s signature.
9.7 Once a year the fee hereunder may be indexed by the inflation rate for the previous year.
9.8 Should the Customer persist in failing to meet the submission dates for all or any part of the documents referred to in section 3.2, then the Contractor is entitled to increase the fee indicated in section by 20%.
9.9 If the Customer is in arrears with the fee, the Contractor may charge default interest.
9.10 It is agreed between the Parties that the fee is renegotiable in case of any material change in the economic situation of the Parties (including a major change in the Customer’s legal form and the extent and nature of its operations) or a substantial increase in workload.
10 Confidentiality, Trade Secret and Human Capital Protection
10.1 The Parties hereto undertake to protect appropriately, keep confidential and not to disclose to any third party all Confidential Information that they may have access to while performing the Agreement. This provision shall not apply where required otherwise by applicable laws or in case of applying for the insurance coverage referred to in section 4 hereof.
10.2 The Customer shall not engage any of the Contractor’s (current or former) employees or associates without the Contractor’s approval. If this is the case, the Customer shall pay a contractual penalty twelve times as high as the average monthly fee calculated for the last twelve months of the Agreement term.
11 Consent to Personal Information Processing
11.1 The Parties hereto agree that the personal information voluntarily provided by them during the term hereof may be processed by the other party only in order to ensure the proper performance hereunder.
11.2 The Parties represent that such information shall be processed at their respective registered offices specified first above and at the relevant locations of computer systems used to achieve the purposes hereof.
11.3 The Contractor is entitled to make the Customer’s data available to persons and entities involved in the performance hereof or the collection of any claims hereunder.
11.4 Each party may review and update its information in accordance with the Personal Information Protection Act.
12.1 The starting date for the provision of the services described in section 2 shall be March 2014.
12.2 The Agreement is concluded for an indefinite period of time.
13.1 Either party is entitled to terminate the Agreement upon giving a one-month’s notice in writing.
13.2 The parties may terminate the Agreement without a prior notice in case of material breach of any of the terms and conditions hereof after the other party has been successfully called in writing to cease such breach and fails to do so within 30 days.
13.3 The Agreement may be terminated without a prior notice if the Customer is struck off the relevant trade register.
13.4 Upon termination or expiration hereof:
a. The Contractor is obliged to fulfil the reporting duties for the completed financial periods hereunder (including the preparation of tax and social insurance returns).
b. Immediately after the termination hereof the Contractor shall provide the Customer with copies of documents that may be necessary to continue bookkeeping.
c. If the last month of the Customer’s financial year falls within the term hereof, the Contractor is obliged to fulfil the annual reporting duties in accordance with the Accounting Act (including the preparation of the annual balance sheet and profit and loss account). The Contractor may make the fulfilment of this obligation dependant on the Customer’s advance payment of 50% towards the fee specified in section 7.3.
d. Once the obligations described in section 3.2. have been fulfilled, the Contractor shall provide and the Customer shall collect all accounting documentation, statements, reports, files and official correspondence associated with the performance hereunder provided that the Customer pays the full fee payable to the Contractor. Should the Customer fail to collect the documentation within 180 days of the termination date hereof, then the Contractor shall not be held liable for such documents and may charge the Customer the cost of storing such documents.
e. Upon termination hereof the Contractor is entitled to retain a copy of the accounting documentation and other documents pertaining to the term of this Agreement.
f. When requested to do so by the Customer, the Contractor shall provide, in the form of an external data file, all the data gathered in the Contractor’s accounting, personnel and payroll systems provided that the Customer pays the full fee payable to the Contractor.
g. The Customer shall notify the competent tax authority of the termination of the Contractor’s provision of keeping the Customer’s books.
h. All powers of attorney and authorisations given by the Customer to the Contractor shall expire upon fulfilment of the obligations described in sections 3.1. and and upon completion of the auditing measures started during the term hereof.
14 Final Provisions
14.1 The Customer represents that no tax-related or criminal procedure against the Customer is pending.
14.2 If any of the provisions hereof turns out to be invalid, this shall not affect the remaining provisions.
14.3 All amendments hereto shall be in writing, otherwise they shall remain null and void.
14.4 The Agreement is made in two counterparts, one for each of the parties hereto.