Terms & Conditions

TI Capital s.r.o., with its registered office at Talichova 2110/2, 841 02 Bratislava – Dúbravka district. Company ID (IČO): 55941362, Tax ID (DIČ): 2122141516, registered in the Commercial Register of the Bratislava III District Court, Section Sro, Insert No. 175070/B. Tel.: +421 940 984 000, Email: info@ti-capital.sk

1. Introductory Provisions

1.1. These General Terms and Conditions (GTC) govern the mutual rights and obligations of service recipients and TI Capital s.r.o. (the "Company" or "provider") regarding the provision of accounting and related services.

1.2. These GTC form an integral part of the service Agreement. The Company may agree different terms with the recipient in writing, and such terms take precedence over these GTC. Any deviations from these GTC must be agreed in writing; otherwise they are invalid.

1.3. The recipient must familiarise themselves with the GTC before concluding an Agreement. By concluding the Agreement, the recipient is bound by and consents to these GTC. Consent may also be expressed through electronic communication or by conduct, where the recipient requests services after being given the opportunity to review the GTC.

1.4. The recipient's own terms apply only if the provider expressly accepts in writing in the Agreement that such terms take precedence over these GTC. Otherwise, these GTC prevail over any terms of the recipient.

1.5. These GTC do not apply to consumer relationships.

2. Definition of Basic Terms

Confidential Information means non-public verbal or written information, including commercial, financial, operational, and technical data, designated as confidential by either party, as well as information constituting trade, tax, or banking secrets. In case of doubt, information is presumed to be Confidential Information.

Recipient means the natural or legal person ordering the provider's services and concluding an Agreement with the provider.

Provider means TI Capital s.r.o., duly authorised and professionally qualified to perform services.

Agreement means the contract for providing accounting work, economic, accounting, and business consulting, and other mutually agreed services, concluded under Section 269(2) of the Commercial Code.

Contracting Parties means the service recipient and provider.

Services means Company services including accounting records maintenance, financial statement preparation, and business consulting, as well as any other work agreed between the parties.

Penalty means a contractual financial sanction for breaching GTC or Agreement obligations, where agreed.

Terms in these GTC have the meanings defined in this article regardless of whether they are capitalised.

3. General Provisions

3.1. The Contracting Parties undertake mutual cooperation in the provision of services.

3.2. The contractual relationship is governed exclusively by Slovak law. Disputes are resolved under the Commercial Code (Act No. 513/1991), subsidiarily the Civil Code (Act No. 40/1964), and other Slovak legal regulations.

3.3. Services are provided at the provider's registered office unless otherwise expressly agreed.

3.4. The limitation period for all provider claims against the recipient extends to 10 years from when the period begins running. The running (not the duration) of the limitation period is governed by the general Commercial Code provisions on limitation.

3.5. Enforcement or payment of any contractual penalty under the Agreement or these GTC does not affect the provider's right to full damage compensation, including amounts exceeding the penalty, or any insurance indemnity entitlement.

3.6. Contractual penalties and damage compensation are payable within 14 days of a written payment request, unless otherwise specifically agreed.

4. Specification of the Provider's Services

4.1. The Provider delivers some or all services listed in section 4.2. The exact scope shall be separately agreed in writing in the Agreement or order and is binding only as defined there.

4.2. Services include:

a) Accounting under Act No. 431/2002 Coll. on Accounting, including single or double-entry bookkeeping, chart of accounts, opening balances, statements, and receivables/payables monitoring; booking of accounting documents per applicable accounting and tax regulations; preparation of tax and fee payment documents, including health and social insurance payments.

b) Preparation of regular annual financial statements and income tax returns with required statutory reports.

c) Preparation of extraordinary financial statements.

d) Preparation of VAT return documents, other VAT accounting reports, and documents for other taxes.

e) Processing of employee payroll including payroll lists, pay slips, transfer orders, reports, registrations and deregistrations, contribution obligations, discharge documents, pension record sheets, and annual tax reconciliation including surpluses/shortfalls and income confirmation certificates.

f) Organisational, economic, business, and accounting consultation within the provider's authorised scope of free trades. Legal or tax advice is excluded unless the provider is authorised or arranges it through authorised third parties (attorney or tax adviser).

g) Creation of internal accounting guidelines.

h) Processing of submitted agendas, contribution overviews, payroll summaries, and other accounting overviews per mutual agreement and the recipient's needs.

i) Other services per the Agreement or order.

4.3. Electronic Services (E-forms). The Provider enables the recipient to prepare tax and other formal documents through electronic tools and web applications, which are then made available for further use or submission to the relevant authorities.

a) The recipient may fill in the personal and tax data needed to prepare a tax return.

b) The recipient must enter truthful, complete, and up-to-date data. The Provider is not responsible for the accuracy or completeness of data entered by the recipient.

c) The Provider generates the tax return in line with the tax office's requirements.

d) At the recipient's request, the Provider delivers the tax return by email or submits it on the recipient's behalf via the official tax office portal.

e) The Provider processes requests within one working day of receiving complete and correct data.

f) After the data is submitted, corrections are no longer possible; if a correction is needed, the recipient must file a new tax return.

g) The recipient receives regular processing status updates by email.

5. Provider's Remuneration

5.1. Service remuneration is separately agreed in writing in the Agreement or service order, which must be mutually approved. If the provider's price list is used, it forms an integral part of the Agreement. All prices exclude VAT; VAT at the applicable rate is added if the provider is or becomes a VAT payer.

5.2. During the Agreement term, when the Statistical Office of the Slovak Republic officially confirms the prior year's inflation rate, the provider may unilaterally increase service prices by 5 times the announced inflation rate, rounded up to whole numbers. Price adjustments take effect on 1 March of the relevant calendar year upon written notice delivered by the end of February. The first adjustment may occur on 1 March 2026. Price increases may also be made by mutual agreement.

5.3. Unless otherwise agreed, remuneration is payable upon service delivery per the provider's invoice with a 14-day payment term from the invoice date. Payment must be credited to the provider's account by the final day of the payment term.

5.4. Services are considered delivered when the service outputs are handed to the recipient or when the act constituting service provision occurs (e.g., tax return submission). For lump-sum services covering a period, delivery is the period's final day.

5.5. Invoices are sent preferably in electronic form per Section 71(1) of Act No. 222/2004 on VAT, constituting a tax document. Electronic invoices need no guaranteed electronic signature and are sent to the recipient's designated email address. The recipient consents to receiving electronic invoices and must inform the provider of any changes affecting email delivery, in particular a change of the contact email address. The recipient confirms it has exclusive access to that email address; the provider is not liable for any leak of information from it, for data corrupted or incomplete due to failures during delivery over the internet, or for damage arising from the recipient's poor internet connection or inability to connect to the internet. The recipient may revoke its consent to electronic invoicing in writing; the revocation takes effect at the end of the calendar quarter following the quarter in which it was delivered.

5.6. The provider may require an advance payment up to the price of the ordered services. For lump-sum services, the provider may require a security deposit up to the remuneration attributable to the agreed termination notice period; the deposit is settled after the Agreement ends. The deposit may be used to cover remuneration if the recipient is more than 15 days late with payment. The provider is not obliged to begin providing services until the full advance or deposit has been paid.

5.7. Late payment incurs a contractual penalty of 0.5% of the overdue amount per day. If payment is more than 30 days overdue from the invoice due date, this constitutes a material breach of the Agreement, and the provider may suspend the provision of services upon notice to the recipient. Such suspension does not constitute a breach of the Agreement, and the recipient may not raise any claims connected with it (e.g., a price reduction or damages). The provider may also withdraw from the Agreement with immediate effect.

5.8. Remuneration excludes the provider's out-of-pocket expenses, including administrative, court, and notarial fees, fees for certified translations or copies of documents required by the recipient, and travel expenses for business trips outside the provider's registered office made to provide services (e.g., meetings at the client's premises, attendance at tax proceedings). These are billed separately above the agreed remuneration. The provider must substantiate these expenses and their amount upon request.

5.9. For flat-rate remuneration covering a given period, the provider is entitled to that remuneration regardless of the actual extent of services provided in the period.

6. Rights and Obligations of the Provider

6.1. The Provider performs the agreed services properly and on time, in accordance with applicable legal regulations and with professional care. The Provider must follow the recipient's instructions only within legal limits. The Provider may refuse instructions that conflict with legal regulations, must inform the recipient of such a conflict and of the fact that it will not carry out the instruction, and bears no liability for damage resulting from the refusal.

6.2. The Provider must inform the recipient of all circumstances discovered during the provision of services that may affect the recipient's instructions. The Provider may deviate from instructions without consent only when necessary to avert imminent damage, or where following the instruction would breach the law and consent cannot be obtained in time.

6.3. The Provider ensures that its services are purposeful and economical.

6.4. In the interest of acting with professional care, the Provider may perform an act or service whose necessity it establishes even if it was not separately agreed, and is entitled to appropriate remuneration for it. This entitlement arises only where the Provider could not reasonably obtain the recipient's prior consent and the act could not be postponed, or its non-performance could cause the recipient damage.

6.5. The Provider is responsible only for accurately posting and recording the accounting documents it receives. The Provider is not responsible for the accuracy, completeness, lawfulness, or truthfulness of documents or information from the recipient; the recipient bears full responsibility for these.

6.6. If the Provider identifies formal deficiencies in submitted accounting or tax documents (meaning incomplete statutory requirements of the document), it notifies the recipient and requests correction. The provider is entitled to reimbursement of additional costs arising in connection with such corrections, including extra work such as reworking documents prepared from the original materials (€70 per started hour unless otherwise agreed). This does not affect the provider's entitlement to remuneration for the services provided, including the processing of the original, albeit faulty, documents.

6.7. For clarity, the Provider is not obliged to examine the substantive or formal accuracy, completeness, or truthfulness of submitted documents, but reserves the right to do so.

6.8. The Provider is not liable for any consequences of deficiencies in accounting or tax documents submitted by the recipient. If the Provider identifies deficiencies in a document, or finds the delivered documents incomplete, it notifies the recipient. If the recipient insists on booking or recording the document in its original form, or fails to correct or complete the documents despite the notice, the Provider is not liable for any resulting damage.

6.9. The Provider may entrust services to third parties (subcontractors) without the recipient's prior consent and without limitation. The Provider remains fully liable for subcontracted services as if it performed them itself.

6.10. If the recipient delays payment of any monetary claim, the provider may withhold the processed accounting documentation or other service deliverables until all due claims are fully settled. This does not extend to documents the recipient provided for the performance of the Agreement.

6.11. The Provider agrees that the recipient may mention the provider's full name as its service supplier in presentations, advertising, negotiations, and documentation related to the agreed services.

7. Rights and Obligations of the Recipient

7.1. The recipient must provide all cooperation necessary for the proper, timely, and effective provision of services. If the recipient fails to provide the required cooperation, the provider is not in default where its performance depends fully or partly on such cooperation (e.g., delivery of materials, provision of information and data for processing). Failure to provide the required cooperation despite the provider's written request constitutes a material breach of the Agreement.

7.2. The recipient must submit only truthful, accurate, and complete information and documents as the basis for the provision of services. For accounting services, the recipient must provide only documents that meet all formal requirements for accounting and tax records, comply with legal regulations, and are truthful, authentic, correct, and reflect actually performed business and accounting transactions. The recipient is responsible for the substantive content and temporal relevance of accounting and tax documents. The provider is not liable for damage arising from false, unlawful, incomplete, late, or incorrect information or documents, nor for the correctness of its own services and outputs where caused by the recipient's breach of any obligation under this paragraph. The recipient is liable for substantive defects in acts and documents prepared by the provider on the basis of materials in whose preparation the provider did not participate, to the extent that legal and factual errors in those materials affected the performance of the service. Breach of any obligation under this paragraph constitutes a material breach of the Agreement.

7.3. The recipient declares that it will submit only documents and information that are:

a) truthful, accurate, and complete;

b) meeting all applicable legal regulation requirements, if established;

c) authentic, reflecting actually performed business and accounting transactions and performances.

7.4. The recipient declares that, upon the provider's request, it will submit only complete, accurate, and truthful data on its ultimate beneficial owners and the data necessary for the performance of the provider's obligations as an obliged person under Act No. 297/2008 Coll. on Protection against Money Laundering and Terrorism Financing.

7.5. The recipient declares that it will not conceal any facts that may affect the proper provision of services (e.g., the correct booking of a document or the correct calculation of a tax liability).

7.6. If any declaration in paragraphs 7.3–7.5 proves untrue, this constitutes a material breach of the Agreement.

7.7. The recipient must submit all materials for the provision of services properly and within the agreed deadlines. Unless otherwise agreed for specific cases, materials must be delivered no later than:

a) for income tax returns: 15 February following the calendar year; or 30 April if postponement of filing is requested;

b) for VAT returns and statements: 15 business days before the applicable filing deadline;

c) for payroll processing: 5 business days before the payroll date set by the recipient as employer — the recipient must notify the provider of the payroll date, otherwise it is deemed to be the last day of the month following the month for which payroll is calculated;

d) for other services: 10 business days before the agreed or expected service delivery date, or the preceding working day if the deadline falls on a Saturday, Sunday, or a Slovak public holiday.

7.8. If the recipient fails to deliver all materials within the agreed deadlines, the recipient is in delay; the provider then does not guarantee timely delivery of the agreed service, is not in default, and the deadlines for providing services are extended by the period of the recipient's delay. The provider is not liable for damage caused by the resulting late provision of services. In the event of late delivery of materials, the provider may refuse to perform the service.

7.9. The recipient shall deliver materials for the provision of services to the provider, or to a person authorised by it, in electronic or paper form, unless otherwise agreed. Delivery must occur on business days between 11:00 and 14:00, except for materials that can be sent and processed electronically. Documents prepared by the provider for tax offices, other public authorities, the Social Insurance Agency, or health insurance companies that are not sent electronically by the provider must be collected by the recipient, at the provider's request, at a pre-agreed location for signature and submission. If the recipient fails to collect the documents at the agreed time, they are deemed handed over on the date originally agreed for the handover. Physical handover takes place at the provider's registered office unless otherwise specifically agreed.

7.10. The recipient bears full responsibility for fulfilling all of its notification and registration obligations within statutory deadlines, except where the provider has been expressly entrusted with fulfilling such an obligation. The recipient must inform the provider in writing, in advance, if the services or any part of them must by law or under internal company procedures be kept in a specific form; otherwise the provider is not liable for damage caused by providing the services in a different form.

7.11. The recipient may not, without the provider's prior written consent, unilaterally assign its claims against the provider to a third party, nor unilaterally set off such claims.

7.12. The recipient grants the provider consent to use, for presentation, marketing, and advertising, the recipient's name (business name or other name), registered office ("Basic Information"), and logo, as well as the type of services the recipient provides, always in relation to the services provided under the Agreement. The recipient agrees to the publication of the Basic Information and logo via mass communication media (press, TV, web, newspapers, and promotional and presentation materials in print or electronic form). This consent is royalty-free and applies during the Agreement and for 5 years after its termination, for the stated purposes.

7.13. The recipient agrees that the provider may send it commercial notices, informational materials, and news concerning the provider and its service offerings, as well as news in the fields of accounting, payroll, and human resources. The recipient may withdraw this consent in writing at any time.

8. Duration of the Contract

8.1. Agreements are concluded for an indefinite period unless otherwise specified. Termination occurs via withdrawal, mutual agreement, or notice; all must be in writing.

8.2. Each party may withdraw only for reasons stipulated in these GTC, the Agreement, or by law.

8.3. The provider may withdraw if:

a) the recipient materially breaches its obligations under these GTC and/or applicable legal regulations;

b) any representation of the recipient proves untrue, incomplete, or incorrect;

c) the recipient repeatedly (more than twice) breaches an obligation despite the provider's warning;

d) the recipient's financial situation or conduct gives rise to justified concern that it will not fulfil its obligations properly and on time;

e) bankruptcy is declared over the recipient's assets, a bankruptcy petition is filed, restructuring proceedings are initiated or approved, other insolvency proceedings are conducted, enforcement proceedings are initiated, or the recipient enters liquidation;

f) the provider learns that the recipient is insolvent under Act No. 7/2005 Coll.

8.4. Withdrawal by the provider takes effect when the written notice is delivered to the recipient.

8.5. The recipient may withdraw if the provider materially breaches its obligations under these GTC or the Agreement and/or applicable legal regulations despite the recipient's written warning.

8.6. Withdrawal by the recipient takes effect on the final day of the month following the month in which the written notice was delivered. Upon withdrawal, the provider is entitled to payment for the services rendered and to reimbursement of verifiable costs incurred in preparing to perform the remaining agreed services.

8.7. Either party may terminate without reason with two months' notice; the notice period begins on the first day of the calendar month following delivery of the notice to the other party.

8.8. Termination does not affect pre-termination claims, liability for damages, contractual penalties, or provisions intended to survive, particularly confidentiality and personal data protection obligations. The recipient must pay properly and on time for services provided before termination, based on the provider's invoicing.

8.9. Upon termination, the provider must hand over all service-related documents and accounting records within the agreed timeframe, or otherwise within 30 days of the recipient's written request, except in the case under Article 6, paragraph 6.10. The provider is obliged to hand over service outputs in electronic form only if the parties expressly agreed so in advance. Unless expressly agreed otherwise, the provider is not obliged to hand over the outputs of the services in the form of a processed database.

9. Special Provisions

9.1. If agreed in the Agreement or service order, the provider shall also store the recipient's documents and service outputs ("Documents"), including accounting documents, processed accounts, and payroll or personnel records. This relationship is governed mutatis mutandis by Sections 527 et seq. of the Commercial Code on storage contracts. Storage fees are agreed separately. If the parties agree on free-of-charge storage, the contract is deemed concluded under Section 269(2) of the Commercial Code. If neither a fee nor free-of-charge storage is expressly agreed, the provider is entitled to the customary fee. Documents are placed into storage by the recipient delivering them to the provider for the purposes of providing services under the Agreement and by their subsequent retention in the provider's care. The provider does not issue a separate certificate of storage. The burden of proving the scope of the Documents handed over for storage rests with the recipient, who must prove that the Documents were handed over to the provider.

9.2. Unless otherwise expressly agreed, the following conditions of standard care for the entrusted Documents apply:

a) the provider is not obliged to insure the stored items;

b) storage is at the recipient's risk and responsibility; the provider is only obliged to store the Documents in premises agreed in advance ("Storage Premises");

c) the recipient does not require any special security of the Storage Premises; lockable premises not freely accessible to the public are sufficient, and no special security systems (e.g., safes, cameras, guard service, alarms, security doors) or special fire or natural-hazard protection are required;

d) any transport of stored Documents is carried out by ordinary means of transport without special security measures; physical supervision by an authorised person is sufficient;

e) the basic retention period is 5 years from the creation or last update of a document, unless special legal regulations prescribe a longer period.

9.3. The provider is liable only for damage caused by its direct intentional fault or gross negligence (e.g., failing to lock the Storage Premises, or allowing unauthorised third parties free, uncontrolled access to the Documents). In case of doubt as to whether conduct amounts to gross negligence, it is presumed that it does not.

9.4. Where Documents are stored, the provider may at any time request that the recipient collect them; the recipient must collect the Documents at the place of storage within 15 days of the request. If the recipient is late in collecting the Documents, the provider is entitled to a contractual penalty of €10 for each day of delay.

9.5. If agreed in the Agreement or service order, the provider shall also represent the recipient in legal acts and arrange certain activities. For this purpose, the recipient grants the provider a written power of attorney precisely defining the scope of the acts and activities to be arranged and the scope of the authorisation granted. Representation under this paragraph is governed mutatis mutandis by Sections 566 et seq. of the Commercial Code. Fees for these activities are agreed separately in the Agreement or service order. If no fee is expressly agreed, the provider is entitled to the customary fee. The provider may terminate the power of attorney and the mandate relationship at any time by notice, effective upon its delivery to the recipient. Any costs (out-of-pocket expenses) connected with the provider's activities under this paragraph are not included in the agreed remuneration.

9.6. The recipient acknowledges that the electronic records created by the provider in the course of keeping the recipient's accounts may constitute the provider's copyright work as a database within the meaning of Section 130 of Act No. 185/2015 Coll. (the Copyright Act). The manner in which such a database is created and maintained forms part of the provider's trade secrets and belongs to the provider. Provision of the database is not part of the services under the Agreement, and the database is not handed over to the recipient. In such a case, the deliverables are only the outputs of the database in the form of processed accounting statements under the applicable legal regulations, unless the parties expressly agree otherwise in writing.

10. Confidentiality of Information

10.1. The Contracting Parties undertake to maintain the confidentiality of written and oral information obtained in the course of activities under these GTC, in order to prevent economic damage and undesired disclosure, as expressly agreed.

10.2. The subject of this Article's agreement is the protection of Confidential Information.

10.3. Each Party must handle Confidential Information carefully and in good faith, must not disclose it to third parties, must not use it contrary to the purpose for which it was provided, and must not exploit it for its own benefit or for the benefit of third parties.

10.4. In performing their activities, the Parties shall adopt measures ensuring informational (technical), personnel, and organisational security in accordance with Regulation (EU) 2016/679 (GDPR) and Act No. 18/2018 Coll. on Personal Data Protection. In particular, they must maintain the confidentiality of all personal data encountered in connection with the Agreement and process such data exclusively for the purposes of performing the Agreement.

10.5. Confidentiality obligations do not apply to:

a) information publicly known on the Agreement signing date or obtainable from public sources at that time;

b) information becoming publicly known after the Agreement signing date or obtainable from public sources thereafter;

c) cases where a Party must disclose Confidential Information under generally binding legal regulations or under an obligation imposed in a procedure under such regulations; in such a case, the affected Party must inform the other Party without undue delay that the disclosure obligation has arisen and of its scope;

d) the use of necessary Confidential Information in court, arbitration, administrative, or other proceedings conducted to assert rights under the Agreement.

10.6. Without prior written consent, neither Party will use Confidential Information for itself or for third parties, provide it to third parties, or permit third parties access to it. For the purposes of this Article, the members of the Parties' bodies, auditors, legal or tax advisers, and other service providers are not considered third parties, provided that the disclosure of the information is necessary for the provision of services and they are bound by a duty of confidentiality under generally binding legal regulations or under contract. A person through whom the provider arranges the services under the Agreement in accordance with Article 6, paragraph 6.9 is also not considered a third party.

10.7. The provider undertakes to entrust the performance of the contract only to persons who have been duly instructed on the duty of confidentiality under the applicable regulations and the Agreement.

10.8. The provider shall handle Confidential Information securely and ensure its adequate protection against loss, theft, destruction, unauthorised access, accidental or other damage, and other unauthorised use or processing. In the event of loss, theft, destruction of, or unauthorised access to Confidential Information, the provider must notify the recipient in writing without undue delay. This confidentiality obligation continues indefinitely after the Agreement ends.

11. Liability for Damage and Liability for Defects

11.1. The recipient acknowledges that the provider is not liable for damage arising in connection with the Agreement:

a) where the recipient deviated from the procedure proposed by the provider;

b) where the damage arose directly or indirectly from incorrect, untruthful, late, or incomplete information or materials provided by the recipient, or from the recipient's concealment of facts;

c) where the provider warned the recipient of risks arising from possible differing interpretations of legal regulations by the tax authorities, courts, or other competent bodies, and the recipient nevertheless proceeded in a manner the provider had identified as risky;

d) where the damage arose from changes in legal regulations, or in their generally accepted interpretation, that took effect after the advisory service was provided.

11.2. Each Party undertakes to compensate the other Party for damage caused by its failure to perform, or breach of, obligations under the Agreement. The Parties further agree that if the provider breaches a legal (contractual or statutory) duty in connection with the performance of the Agreement, the provider is liable to the recipient only for actual damage — not for indirect damage, consequential losses, or lost profit — and the maximum total compensation the recipient may claim, even for multiple instances of damage regardless of their number and amount, is €5,000. This limitation of liability applies equally and in full to any damage caused to the recipient in the performance of activities under Article 9, paragraphs 9.1–9.5.

11.3. Penalties, fines, or other damage incurred by the recipient as a result of providing the provider with incorrect, untruthful, late, or incomplete information or documents, or of concealing facts, are borne in full by the recipient; the provider bears no liability for such damage.

11.4. The provider is not liable for damage caused by the use of materials received from the recipient where the provider warned of their unsuitability but the recipient nevertheless insisted on their use.

11.5. Circumstances excluding liability are governed by Section 374 of the Commercial Code. Circumstances excluding the provider's liability for breach or non-performance of its obligations under the Agreement or a confirmed order, where performance is directly or indirectly delayed, include in particular: a stoppage of work ordered by the recipient's responsible representative for which the provider is not responsible; and force majeure, meaning in particular natural disasters, fires, floods, explosions, riots, wars, governmental or military interventions, terrorist attacks, acts or omissions of authorities or third parties not caused by the provider or the recipient, strikes, lockouts, interruptions of electricity supply, internet outages, and malfunctions of programs or software used in providing the services (particularly the public administration or financial administration electronic portals or the communication networks of other institutions), or failure of the electronic mailbox. In the event of force majeure, the deadlines under the Agreement are extended by the duration of the force majeure. If force majeure lasts longer than six calendar months, either Party may withdraw from the Agreement.

11.6. The Parties undertake to exert their best efforts to avert and overcome circumstances excluding liability.

11.7. The Parties agree that if incorrect provision of a service threatens to cause the recipient damage, the recipient must first take all steps to prevent the damage or minimise it. If the recipient could have fully or partly prevented the damage by taking such steps and failed to do so, it has no claim to compensation to the extent it could have prevented the damage, even if the damage was caused by the provider.

11.8. The recipient is entitled to the removal of defects resulting from the provider's breach of contractual obligations. The recipient must notify the provider of any defect in the services no later than 10 days after learning of the defect, and in any event no later than 6 months after the service was provided; otherwise, the right to have the defect removed under liability for defects lapses.

12. Delivery

12.1. Unless otherwise specified, all Agreement-related notifications, declarations, requests, summonses, and other acts ("Documents") must be in writing and delivered to the other party's address specified in the Agreement or order, or to another address designated for this purpose. For electronic delivery, Documents shall be sent to the email address specified in the Agreement or order, or to another address designated for this purpose. A Party whose delivery address or email address changes must notify the other Party in writing within three days. Until such notification, the other Party may validly deliver to the last known postal address, contact details, or email address specified in the Agreement or order.

12.2. Documents are deemed delivered as follows:

a) Personal delivery: upon handing the Document to an authorised person, or a person authorised to receive Documents for the Party, and that person signing the delivery receipt or a copy of the delivered Document, or upon that person's refusal to accept it; or, if sent by email, upon demonstrable dispatch to the designated email address.

b) Postal service: upon acceptance by a person authorised to receive the addressee Party's mail; if the addressee does not accept the shipment for any reason (unknown address, failure to collect within the collection period, relocation, etc.), the shipment is deemed delivered on the date of the first, even unsuccessful, delivery attempt, even if the addressee was unaware of it. If the addressee refuses to accept the shipment, it is deemed delivered on the date of refusal.

12.3. For electronic delivery of Documents addressed to the recipient, if the provider does not receive an error message indicating non-delivery to the recipient's email address, the Document is deemed delivered on the day following its demonstrable dispatch, even if the recipient did not learn of it.

12.4. For electronic delivery of Documents addressed to the provider, a Document is deemed undelivered until the provider confirms receipt to the recipient by a return email or by sending a read receipt.

13. Final Provisions

13.1. The Parties undertake to resolve disputes arising from their commercial and contractual relations primarily by out-of-court means, or at least to attempt such resolution.

13.2. The Parties agree that all disputes arising from or relating to the legal relationships under this Agreement, including ancillary claims for unjust enrichment, damages, and disputes over the validity, interpretation, or termination of the Agreement, shall be resolved:

a) Before an arbitrator or arbitral tribunal per Section 8(1) of the Act on Arbitration Proceedings ("ZoRK"). Proceedings are conducted in writing under Slovak law, per the Rules of the Arbitral Court (where an arbitral tribunal decides) or the Procedural Rules (where a sole arbitrator decides), and in commercial disputes per fairness principles (Section 31(4) ZoRK). Where Section 22a ZoRK applies, the statement of claim need not be served on the opposing party. Arbitral awards are final, binding, and enforceable. The written form of the arbitration agreement is also preserved if the arbitration clause is contained in the Parties' mutual written communications or concluded by electronic means capturing the content of the legal act and the identity of the person making it.

b) Before the materially and locally competent general courts of the Slovak Republic. If under Act No. 97/1963 Coll. on Private International Law, Council Regulation (EC) No. 44/2001, or another applicable law or international treaty a Slovak court would lack jurisdiction, the District Court territorially competent for the provider's registered office shall have jurisdiction. The Parties agree that if a claimant brings a claim under this Agreement before a general court, that act constitutes a resolutive condition for the arbitration clause in paragraph a), except where the claim was first submitted to an arbitrator in a matter for which this arbitration clause establishes jurisdiction per the internal rules of the arbitrator or arbitral court.

13.3. Where these GTC require written form for a given act, the requirement is deemed satisfied if the act is made in electronic form, provided the conditions for electronic delivery under Article 12 are met.

13.4. The provider undertakes to promptly replace any provision of these GTC that is or becomes invalid, unlawful, or ineffective with a new provision approximating the meaning and economic purpose of the replaced provision as closely as possible. The invalidity, unlawfulness, or ineffectiveness of any provision, or part of one, does not affect the validity of the remaining provisions; these GTC shall be construed as if such provisions had never been included.

13.5. The provider reserves the right to unilaterally amend these GTC. The provider shall announce that these GTC have been amended and publish their new, current text on the provider's website. Amendments take effect on the date of their publication.

13.6. The recipient declares that it has read and fully understood these GTC, finds all their provisions clear, accepts them entirely, and considers itself bound by them.

13.7. These GTC enter into force on 15 October 2025.