General terms of service

General terms of service (GTC)

§1. Introduction

 
  1. These General Terms and Conditions (hereinafter "GTC") govern the conditions for the provision of tax advisory services by Uchman i Partnerzy spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw, ul. Chłodna 64 lok. 217, Warsaw 00-872, entered into the Register of Entrepreneurs kept by the District Court for the capital city of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under KRS number: 0000487658, share capital: PLN 500,000.00, NIP: 9462646416, REGON: 061625557, e-mail: kontakt@uchman.biz [hereinafter: the Law Firm] for the benefit of natural persons, legal persons and organizational units that are not legal persons, to which the law grants legal capacity to be parties to an agreement with the Law Firm [hereinafter: "Client"] [ hereinafter collectively the "Parties"].
  2. The GTC are binding for the Parties as an integral part of the contract for the provision of tax advisory services [hereinafter the "Agreement"].
  3. The GTC regulate the principles of cooperation between the law firm and the client in the scope not regulated in the contract, and the parties may provide in the contract different terms of its performance than those specified in the GTC.
  4. The GTC are available on the website https://uchman.biz/apii/ in such a way that the customer can easily find out about their content at any time, store them and play them in the usual course of action.
  5. The GTC also constitute the regulations for the provision of electronic services within the meaning of art. 8 sec. 1 of the Act of July 18, 2002 on the provision of electronic services [i.e. Of Laws of 2020, item 344].

§2 Scope of application

 
  1. The subject of the contract is the paid tax advisory services referred to in the Act of July 5, 1996 on tax advisory [Journal of Laws No. of 2020, item 130 as amended d., [hereinafter: "UDP"], in accordance with the principles of ethics of tax advisers adopted by the National Council of Tax Advisors, including legal services [hereinafter: "Services"].
  2. The Law Firm provides services in the field of Polish and international tax law, including European Union law, but does not provide services in the field of domestic tax law of individual countries.
  3. The law firm may entrust the performance of the contract to third parties, in particular employees or persons providing services to the law firm, but in this case it is responsible for the actions and omissions of these persons as for its own act or omission, and these persons have no legal relationship with the client.

§3 Declarations of the parties

 
  1. The Law Firm is an entity authorized to perform tax advisory activities within the meaning of the Tax Advisory Act.
  2. The law firm has a compulsory third party liability insurance policy for entities providing tax advisory services.
  3. The parties and their representatives at the conclusion of this contract declare that the declarations on behalf of the parties are made by persons or bodies properly empowered to conclude it effectively.
  4. The client declares that he is aware of the tax risk and the possibility of a dispute with Polish or foreign tax administration authorities despite the proper performance of the service by the law firm.

§4 Acceptance of the order and conclusion of the contract

 
  1. The conclusion of the contract depends each time on the current assessment of the law firm's capabilities, which is decided by the law office.
  2. The contract between the law firm and the client may be concluded under the pain of nullity:
    a) in writing,
    b) in the form of an exchange of e-mails confirming the terms of contract performance.
  3. Conclusion of the contract in the form of an e-mail requires the client's acceptance of the contract, which takes place by payment of the remuneration to the law office's bank account.

§5 Types and manner of providing Services

 
  1. The Law Firm provides services in the following forms:
    a) One-off service - performed when the time needed to perform it does not exceed 40 hours and it includes in particular: written opinions, oral advice, other forms of written or oral statements,
    b) Project - is implemented when the time needed for its implementation exceeds 40 hours and includes in particular: complex tax advisory services such as tax documentation, transfer pricing, tax audit, other complex forms of written or oral statements,
    c) Representation in proceedings - representation in proceedings before tax administration bodies or administrative courts.
  2. Services provided in writing will be provided to the customer by e-mail to the address of the person who ordered the service or as otherwise agreed.
  3. Oral services will be provided in the form of a videoconference, face-to-face meeting at the firm's office or as otherwise agreed.
  4. The customer may submit comments to the service within 3 working days of its receipt. If the client submits comments, the law firm will respond to them within 7 working days.
  5. The service is performed upon the delivery of a written statement to the client or its oral performance.

§6 Cooperation of the Parties

 
  1. The parties will cooperate in a spirit of mutual trust and loyalty, bearing in mind the pursuit of efficient and consistent with its purpose service, and the need to build a positive image of both parties.
  2. The law firm provides services based on the facts presented by the client, which include: complete and true information and documents, figures and other information affecting the performance of the contract, taking into account their appropriate detail, arrangement and purpose (hereinafter: the actual state).
  3. The Law Firm assumes that the facts are true and is not obliged to verify it in any way, nor does it conduct an investigative examination aimed at detecting irregularities and possible crimes.
  4. The client is obliged to cooperate with the law office to the extent necessary to perform the contract.
  5. The Law Firm reserves the right to obtain additional information regarding the case during the performance of the service.
  6. The law firm performs the service diligently and is not responsible for achieving the result expected by the client.
  7. The legal position taken by the law office as part of the services provided is formulated at the time of the service performance and the law office is not obliged to update it in the future.
  8. The client is obliged to provide the law firm with information regarding the case in the form of:
    a) text - only in modifiable MS Word files (.docx);
    b) numerical - only in modifiable MS Excel files (.xlsx)
    c) copies of documents - only in the form of scans in Portable Document Format (.pdf) files with a resolution of no more than 300 dpi,
    d) other data - in a manner agreed with the law firm,
    e) in the form of files placed in the disk space made available to the client on external servers ("in the cloud"), according to the structure of directories there or by e-mail, according to the arrangements and size of the data,
    f) in Polish or English.

§7 Time limits for the performance of the Services

 
  1. The terms of service performance are specified in the contract concluded with the client and it begins to run from the moment the client communicates the facts and payment of the remuneration.
  2. The deadline for the service is in the case of:
    a) one-off service - 14 days
    b) project - 30 days
    c) representation in proceedings - the time limit results from the course of procedural steps taken in the proceedings.
  3. In justified cases, the law office may extend the term of the service, but not more than 7 business days.

§8 Change of the terms of the service and termination of the contract

 
  1. The Law Firm may terminate the contract within 14 days. Until then, the law firm is entitled to remuneration for the services provided by the law office.
  2. The Law Firm has the right to terminate the contract without notice in a situation where the circumstances may affect the performance of the service, in particular:
    a) in the event of failure to provide complete facts or non-compliance with the facts,
    b) if, in connection with the provision of the service, there are circumstances affecting its performance, which were not known prior to its acceptance,
    c) in the absence of cooperation on the part of the client necessary to perform the contract,
    d) delays on the part of the client affecting the performance of the contract,
    e) other circumstances.
  3. The Law Firm may withdraw from the contract at any time without giving any reasons for the return of the remuneration paid by the client (compensation fee). The refund will be made to the same bank account from which the payment was made.
  4. In the case of legal representation services, each party may terminate the contract with a 14-day notice period, which also results in the termination of the power of attorney.
  5. For activities performed by the law firm after the termination of the legal representation contract, the fee is payable in the amount of the hourly rate specified in the terminated contract and the number of hours devoted to acting on behalf of the client in accordance with the invoice issued to the client.
  6. In the event of termination of the contract, the law office retains the right to remuneration, unless the parties agree otherwise, in particular if the law office has not started the service.

§9 Responsibility for the performance of the contract

 
  1. The law firm is obliged to redress the damage resulting from non-performance or improper performance of the contract, if the non-performance or improper performance is a consequence of circumstances for which the law firm is responsible.
  2. The amount of compensation will correspond to the amount of actual damage directly caused by non-performance or improper performance of an obligation under the contract and is limited to:
    a) the type of damage covered by the obligatory third party liability insurance policy for entities performing tax advisory activities concluded by the law firm, i.e. tax advisory activities referred to in Art. 1 of the Act of 5 July 1996 on tax consultancy, including bookkeeping services.
    b) the amount of remuneration without VAT for the performance of the service paid by the customer,
    c) in the case of damages resulting from tax proceedings conducted by tax administration authorities, the law firm is liable under the terms of point a) and b) only if:
    - the law firm provides legal representation in these proceedings,
    - these proceedings have been concluded with a final judgment of the court of last instance, which was not and is not possible to change or annul by legal means.
  3. The Law Firm is not liable for damages when the facts provided by the client in connection with the provision of the service are false in whole or in part, or when the Law Firm is misled by the client.
  4. In the event of a loss, the Customer is obliged to report it in accordance with the provisions of the obligatory civil liability insurance policy for entities performing tax advisory activities concluded by the office, i.e. to the Insurer via: Leadenhall Insurance SA ul. Domaniewska 42, 02-672 Warsaw Phone: +48 (22) 602 23 30 E-mail: claims@leadenhall.pli

§10 Remuneration

 
  1. The amount of remuneration for the service provided is determined each time in an agreement with the client
  2. The remuneration is determined as a net rate per hour and the number of hours necessary to perform the service, while the performance of the service also includes the readiness to perform it.
  3. The amount of remuneration is the amount due to the office and does not include additional costs such as: court fees, administrative fees, fees for powers of attorney, fees for the activities of authorities, travel costs, translations, other costs related to the service provided. These costs are borne by the client on the basis of information provided by the law firm.
  4. If the contract provides for an advance payment, the law office will issue an invoice immediately after crediting the law office's bank account with the date of sale, consistent with the date of receipt of funds on the law office's bank account.
  5. If the remuneration is paid in accordance with the contract, the invoice will be issued with the date of sale in accordance with the date of the service, taking into account the advances paid until then.
  6. If the client orders many one-off services in a given month, the law firm may agree to pay the amount of remuneration after the end of the month. The invoice will then be issued with the date of sale on the last day of the month and the payment term of 7 days from the date of issue of the invoice.
  7. The amount of tax on goods and services is added to the remuneration, in the amount applicable on the day of issuing the invoice.
  8. The client agrees to deliver invoices by e-mail to the e-mail address used in contacts with the law firm. The customer is obliged to provide the data of the entity for which the VAT invoice will be issued, otherwise the VAT invoice will be issued in accordance with the details of the entity that paid for the service.

§11 Copyright

 
  1. The Law Firm has proprietary copyrights to the subjects of the Services that meet the characteristics within the meaning of Art. 1 clause 1 of the Act of February 4, 1994 on copyright and related rights (i.e. Journal of Laws of 2018, item 1191 as amended) [hereinafter the "Work"]
  2. Upon the performance of the Service, the Law Firm grants the Client a non-exclusive license for an indefinite period of time in the use of the work without territorial restrictions, only in the field of producing copies of the work using a specific technique, including printing, reprographic, magnetic recording and digital technology.
  3. The works are provided only for the needs of the customer or the people for whom they are intended. They may not be transferred or used by third parties without the prior written consent of the law firm under pain of nullity. The client will be entitled to disclose them in the cases provided for by law, in particular to tax administration authorities and statutory auditors, as well as entities belonging to the client's capital group.

§12 Confidentiality clause

 
  1. The parties mutually undertake to keep confidential information to which they will have access in the course of the performance of the contract in secret. Confidential information is, in particular, a business secret within the meaning of Art. 11 sec. 4 of the Act of April 16, 1993 on Combating Unfair Competition [Journal of Laws No. of 2021, item 1655, as amended. amended], including information of a technical, technological, organizational and financial nature and the content of this agreement.
  2. The confidentiality clause does not apply to consultations with other entities operating under the name of Uchman i Partnerzy or entities associated with the Law Firm in Poland or abroad.
  3. The Parties undertake not to use any data and information obtained during the performance of the contract for purposes other than those specified in the Contract, as well as not to publish them, or otherwise make them available or make public.
  4. The obligation of secrecy does not apply to information and documents available to the public or whose obligation to disclose or open to the public results from the provisions of the Act and information and documents for which the law firm has obtained the written consent of the client or a person authorized by him to disclose them. The consent may be given by e-mail or in writing.

§13 Data protection and the relationship of third parties

 
  1. Information on the principle of personal data processing is specified in the Privacy Policy available on the website https://uchman.biz/polityka-prywatnosci/

§14 Terms of providing services by electronic means

 
  1. Performing the obligation under Art. 6 point 1 of the Act of July 18, 2002 on the provision of electronic services (Journal of Laws No. 144, item 1204, as amended), the Law Firm informs about the special risks related to the use of Services provided by electronic means by clients, up to which include:
    a) malware
    b) spyware
    c) spam
    d) phishing of personal and confidential information
    e) breaking into the Customer's ICT system
  2. In order to reduce the risks associated with the use of the Services provided electronically, the Customer should provide his electronic devices with a constantly updated antivirus program and a firewall.
  3. Up-to-date information on the function and purpose of the software or data not being a component of the content of the Service, entered into the ICT system used by the Service Recipient is included in the Privacy Policy available at kontakt@uchman.biz
  4. In order to use the Services provided electronically, the Customer should meet the following technical requirements necessary to cooperate with the Service Provider's IT system:
    a) having an e-mail account,
    b) using a web browser that accepts cookies,
    c) having an internet camera and a microphone
  5. The Law Firm is not responsible for interruptions in the provision of the Services resulting from failure or malfunctioning of ICT systems beyond its influence or control.
  6. The customer is prohibited from providing illegal content.
  7. Performing the obligation under Art. 5 of the Act of July 18, 2002 on the provision of electronic services (Journal of Laws No. 144, item 1204, as amended), the Law Firm provides the required data: a) Name: Uchman i Partnerzy Sp. z oo b) Electronic address: kontakt@uchman.biz c) NIP: 946-264-64-16; d) REGON: 061625557; e) Headquarters: ul. Chłodna 64 / lok. 217, 00-872 Warsaw; f) Register of entrepreneurs: National Court Register, District Court for the capital city of Warsaw in Warsaw, XII Commercial Division. KRS number: 0000487658; g) Share capital: PLN 500,000.00: h) Professional Self-government: National Chamber of Tax Advisors; i) Designation of the company: Spółka Doradztwa Podatkowy. (The designation is legally protected in accordance with Article 15 of the Tax Advisory Act); j) Number of entry in the register: 485 (Register of legal persons authorized to provide tax consultancy); k) The Ethics of Tax Advisors: The Ethics of Tax Advisors

§15 Litigation

 
  1. In the event of a dispute, the Parties undertake to use mediation as an alternative method of dispute resolution in the first place. If mediation does not bring a satisfactory solution within 30 days from its commencement, either party may bring the case to the common court competent for the seat of the Law Firm.

§16 Final provisions

 
  1. If individual provisions of the terms of the contract or the GTC are or turn out to be invalid, the validity of the remaining provisions shall not be affected. The invalid provision is then replaced by a generally applicable provision of law that is closest to the intended purpose.
  2. The contract and these GTC are governed by Polish law, and in matters not covered by the contract or the GTC, the provisions of the Polish Civil Code shall apply.
  3. If these GTC are available in a bilingual or multilingual version, then in the event of language discrepancies, the Polish version of the GTC is binding.

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