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Accounting agreement

Auxiliary translation. The Polish version of the document is binding.
Working draft. The text requires review by a lawyer and completion of the data before publication.

Accounting agreement concluded online via the order form. Parties: VAERD sp. z o.o., KRS 0001265114, NIP 701-133-05-90, Aleje Jerozolimskie 109/70, 02-011 Warsaw (the “Office”) and the entity indicated in the form (the “Client”), being a business.

§1 Subject

  1. The Office keeps for the Client the accounting books, tax records (KPiR, flat-rate tax, commercial ledgers) and VAT records in accordance with the package chosen in the form, and prepares tax returns (PIT/CIT, VAT, JPK); ZUS settlements of a JDG owner are for a separate fee according to the price list. VAT of small taxpayers is settled quarterly (JPK_V7K), other taxpayers monthly; the monthly fee is unchanged.
  2. The scope does not include: HR and payroll (other than ordered), the company's financial statements (1,500 PLN net per year, separately), representation in inspections and proceedings, tax and legal advice, unless ordered separately.
  3. The choice of the form of taxation is the Client's decision; the Office may present information on the consequences, which is not tax advice.

§2 Tool

  1. The books are kept in the accounting system of an external provider. The Office sets up the Client's access; login is available from the Office's website (the “Log in” tab).
  2. The system provider is a processor of data (listed in the annex to the data processing agreement and in the privacy policy).
  3. The Client is responsible for securing their own login data.

§2a Support and contact

  1. The Office is the Client's first and only line of support, also in matters of using the system (login, issuing invoices, uploading documents). The Client does not report matters directly to the system provider's help desk; where needed, the Office reports the matter to the provider in its own name.
  2. Contact channel: e-mail kontakt@vaerd.pl only; we accept messages around the clock and reply on business days between 9:00 and 17:00.
  3. Reply to the Client's message: within 2 business days or sooner. The Office announces its planned absence (holiday) to Clients a week in advance and ensures tax deadlines are handled.
  4. Support does not include accounting training or changes to the provider's software. Unavailability of the system on the provider's side is not a breach of the Agreement; the Office informs the Client of the failure and of the deadlines concerned.

§3 Client's obligations

  1. To deliver a complete set of documents for the given month (in electronic form only: uploading to the online drive made available by the Office or to the system) by the 5th of the following month. Documents delivered after this date or incomplete ones are settled by the Office in the given month at the end of the queue, after clients who delivered a complete set on time. The Office will make efforts to meet tax deadlines but is not liable for penalties and interest resulting from the delay (§9 para. 2).
  2. Documents must be true and complete; the Office does not verify their conformity with the facts.
  3. To pay tax liabilities and contributions on time; the Office provides the amounts and deadlines by the 15th of the month.
  4. To inform of changes of data, of the form of taxation and of suspension of the business. In addition, the Client issues sales invoices independently, solely in the system from §2; issuing an invoice by the Office at the Client's request costs 100 PLN net per invoice.

§4 Office's obligations

  1. To keep the books on time and with due professional care.
  2. To file returns on time, provided that the Client delivered a complete set of documents on time under §3.
  3. To provide the Client with a summary of settlements by the 15th of the month.
  4. To hold civil liability insurance to the extent required by law.

§5 Powers of attorney

  1. The Client grants the Office a power of attorney to file returns and to correspond with the tax office and ZUS (UPL-1 and ZUS PEL).
  2. The Office does not represent the Client in inspections without a separate order.

§6 Remuneration

  1. According to the price list and the package chosen in the form (net prices; VAT is added). The fee is payable in advance by the 10th of the month, based on an invoice sent by e-mail.
  2. Exceeding the document limit: an extra charge according to the price list, calculated for the month of exceeding.
  3. A delay of more than 14 days entitles the Office to suspend the service until payment, without affecting tax deadlines (the Client then bears responsibility for them). For late payment the Office charges interest for delay in commercial transactions and compensation for debt recovery costs in the amount of the equivalent of 40 euro in PLN.
  4. Add-ons: HR and payroll 90 PLN per person per month (in a company they also include the payer's ZUS); import of services, intra-EU acquisitions and supplies (VAT-EU) 50 PLN per month; settlement of exchange-rate differences 10 PLN per foreign-currency invoice; ZUS settlements of a JDG owner 60 PLN per month.

§7 Change of prices

Once a year the Office may change prices by no more than the CPI inflation rate for the last 12 months, with 30 days' notice by e-mail. The Client has the right to terminate the agreement within 30 days without additional fees. Prices do not rise during a paid period.

§8 Duration and termination

  1. A fixed-term agreement for 12 months from the date of the first settlement, after which it becomes indefinite with a three-month notice period to the end of a calendar month.
  2. After the 12-month period, termination by the Client: 3 months, to the end of a calendar month (this also applies to termination by the Office).
  3. Termination by the Client in the first 12 months (apart from the reasons in §7 and the Office's fault): the Client will pay the Office (a) 199 PLN net as the price of setting up the JDG, if that price was refunded or credited to them under the promotion, and (b) 50% of the monthly remuneration for each month remaining until the end of the 12-month period (e.g. termination after 5 months = 7 months × 50%). The amount in (b) is a lump-sum compensation for the Office's loss of profit.
  4. The Office may terminate for important reasons: lack of cooperation, delays in payments, lack of AML data. If the reason lies on the Client's side and the termination takes place in the first 12 months, para. 3 applies (199 PLN and 50% of the remaining months).
  5. Suspension of the business: the subscription drops to 50% for the time of suspension. Closing a JDG: 500 PLN net. Change of package (e.g. flat-rate tax to KPiR, VAT registration): the new price from the next month, no fee.

§9 Liability

  1. The Office is liable for damage resulting from negligent bookkeeping up to 12 times the monthly remuneration, no more than the sum insured under the Office's liability insurance policy.
  2. The Office is not liable for penalties and interest resulting from delays in documents or payments on the Client's side, or for the effects of incorrect data.
  3. Exclusion of liability for indirect damage and lost profits, excluding intent and gross negligence.

§10 AML

The Office is an obligated institution. The Client undertakes to provide the data needed to identify and verify the client and the beneficial owner. A lack of data entitles the Office to refuse or terminate the service. The Office keeps AML documents for 5 years after the end of the relationship.

§11 Personal data

The Client, as controller, entrusts the Office with the processing of personal data to the extent necessary to perform the service, on the basis of the data processing agreement (annex 1).

§12 End of cooperation

Cooperation takes place online only: documents and books are shared on the Office's online drive. After the agreement ends and receivables are settled, the Office makes a complete set of files (books, records, returns) available to the Client within 14 days; access to the drive lasts 30 days from the end of the agreement, after which the files are deleted (except AML documents – 5 years). The obligation to keep original documentation rests with the Client.

§13 Final provisions

Polish law. Disputes are resolved by the court competent for the Office's registered seat. Changes in documented form. The agreement concerns businesses only; at the start we serve new sp. z o.o. companies (from the first month of operation), and a JDG regardless of the age of the business (months in arrears are priced before the agreement is signed).