GENERAL BUSINESS TERMS AND CONDITIONS FOR
PERSONAL AND PAYROLL SERVICES PROVISION
BY e-payroll s.r.o.

  • GENERAL PROVISIONS
    • The Scope of Services Provided
      • These General Business Terms and Conditions for Personal and Payroll Services provided by e-payroll, s.r.o. are an integral part of the contracts of e-payroll s.r.o., with its registered office at Na Prádle 3389/8a, 70200 Ostrava (hereinafter referred to as “e-payroll”) and their clients (hereinafter referred to as the „Client”) and contain general terms and conditions under which e-payroll provides payroll and personal services.
    • Terms Explanation
      • Terms used in these General Business Terms and Conditions always have the following meaning:
        1. GTC – these General Business Terms and Conditions;
        2. Client – a Contracting Party which, under the Contract, entrusts e-payroll with the provision of the services listed in the Contract;
        3. Parties – e-payroll and Client;
        4. Contract – a Contract for the provision of personal and payroll services concluded between the Client and e-payroll, including its Annexes;
        5. GDPR – General Regulation on the Protection of Personal Data;
        6. Processor – an entity processing personal data on behalf of a Controller;
        7. Data subject – the natural person to whom the personal data relate;
        8. Act on Accounting – Act No. 563/1991 Coll., on accounting, as amended, including the related implementing regulations;
        9. VAT Act – Act No. 235/2004 Coll., on Value Added Tax, as amended;
        10. VAT – value added tax.
  • GENERAL RIGHTS AND OBLIGATIONS OF THE PARTIES
    • Services Implementation
      • The Parties undertake to cooperate with a view to the proper performance of the Contract.
      • Using the documents, data, materials, and information provided by the Client e-payroll is obliged to perform the Contract with due attention within the limits of the above-mentioned documents and their truthfulness, correctness, and completeness.
      • The Client shall make available to e-payroll all documents, data, and materials necessary for the proper performance of the Contract and provide them with the necessary information according to the actual state of affairs, in good faith and without concealing anything within the terms of the GTC or the Contract.
      • At the latest on the day of the delivery of the documents necessary for the proper performance of the Contract by e-payroll, the Client undertakes to inform e-payroll about all events having as a result consequences of a material or financial nature, information on the conclusion, modification or termination of the contracts in which the Client is a Contracting Party and on any other legal or factual changes pertaining to the Client that may be of direct or indirect significance for the proper performance of the Contract.
      • The Parties also agree that the Client shall provide e-payroll with the documents necessary for the proper performance of the Contract according to the following rules:
        1. The documents required for the proper performance of the Contract shall be delivered on a continuous, systematic basis, within the deadlines set for each of the services provided. In justified cases, e-payroll may accept the documents necessary for the proper performance of the Contract after the agreed deadlines have expired.
        2. The documents required for the proper performance of the Contract shall be delivered in printed form, in the original, as this is required by generally applicable legal regulations, or in copies the identity of which is approved by the Client or the authorized person; the documents delivered in other media, including an electronic record, are accepted only in cases agreed between the Parties in the Contract, depending on the service concerned;
        3. The Client shall deliver the documents necessary for the proper performance of the Contract to e-payroll’s registered office in person. The Client may provide the documents necessary for the proper performance of the Contract the Czech Post or courier or otherwise, in which case they bear the risk of non-observance of the agreed delivery dates;
        4. The date of delivery of the documents required for the proper performance of the Contract at e-payroll is the date of delivery of the complete documents necessary for the proper performance of the Contract by e-payroll.
        5. e-payroll shall notify the Client of any deficiencies or errors found in the documents required to perform the Contract as quickly as possible (taking into account e-payroll’s working hours) upon receipt, personally, by e-mail, fax or telephone. However, the Company shall not be liable for damages incurred to the Client of this title.
      • The Parties hereby jointly and severally declare that the place of performance of the Contract is the registered address of e-payroll.
      • E-payroll may record telephone calls and information received from the Client using audio and video media, a work notes or records. The Client should be, however, informed of any case where such a record is made. E-payroll shall make records available to the Client upon each Client’s request.
      • The copyright of all testimonials and sample designs prepared for the Client in order to perform the Contract are the ownership of e-payroll, unless otherwise agreed in writing by both Parties. In case of doubt, it is considered that e-payroll has transferred to the Client only the ownership of the copy of the report or the model of the document prepared for the Client.
      • The Client is required to inform e-payroll about the tax audit and control performed by the social and health insurance authorities during the period in which e-payroll provided the Client with its services. This also applies after the termination of the Contract, regardless of the cause of its termination, until the time limit of the Client’s tax liability incurred at the time of the Contract performance.
  • FUTURE RIGHTS AND OBLIGATIONS OF THE PARTIES
    • Wage Processing
      • Wages and personal services are provided in accordance with Act No. 262/2006 Coll., Labour Code, Act No. 586/1992 Coll., On Income Taxes, Act No. 582/1991 Coll., On Organization and Implementation Social Insurance Act, Act No. 589/1992 Coll., on Social Security Contributions and Contribution to the State Employment Policy, Act No. 592/1992 Coll., on general health insurance premiums and, if applicable, other regulations according to the valid legislation of the Czech Republic regulating wage and personal agenda.
      • The scope of payroll processing services:
        1. Calculate employee wages and related taxes (income tax advances, social and health insurance);
        2. Keep payroll sheets and employee records, prepare payroll sheets for employees and employee payslips on the basis of employment contracts, the documents provided by the Client, and provide information concerning the circumstances that affect the level of remuneration of employees;
        3. Prepare payslips;
        4. Execute the monthly salary statement and export of output required for posting;
        5. Inform the Client about the number of their obligations towards the social security administration, the health insurance company and the tax office;
        6. Inform the Client of errors or inaccuracies in the documents provided;
        7. Determine and calculate holiday entitlements for employees employed by the Client;
        8. Prepare and send monthly reports for local social security and health insurance companies;
        9. Perform the activities and preparation of documents necessary for the commencement and termination of the employment relationship, in particular the registration and de-registration of employees to health insurance companies and the administration of social security, provide documentation related to the termination of employment (i.e.confirmation of income and tax paid in the relevant calendar year, earning statement, deregistration from the registers of individual institutions) and send this documentation to the relevant institutions;
        10. Every year, settle personal income tax advances or issue a receipt for paid incomes and deductions for employees.
      • It is the Client’s responsibility to provide relevant documentation for the processing of wages within 5 days after the end of the calendar month, unless agreed otherwise between the Parties.
    • The Scope of Other Payroll and Personal Services Provided Includes:
      1. Provide extraordinary services related to the staff input into the information system;
      2. Prepare documents resulting from the employment relationship of employees employed by the Client and required by the Client, as the case may be Labour Code, process and send pension insurance records;
      3. Prepare records of working time based on the worksheets or attendance lists of each worker supplied by the Client;
      4. Design proposals for the relevant update documents in the event of a change in the data requiring notification of updates to the relevant tax office and social insurance company;
      5. Make any corrections in the overviews and reports of social security contributions to the social insurance company arising from causes that lie on the side of the Client;
      6. On the basis of the Client’s powers of attorney represent the Client and perform common (standard) legal acts on their behalf in matters of control at the tax office on the basis of the payroll tax, health insurance companies, social security administration;
      7. Elaborate internal directives related to the labour law area, working rules, advice on wages and human resources, etc.
    • Common Provisions for Services Provided
      • In the case of delivery of documents by a third party, the Client is obliged to ensure that such person has the full power of the Client to provide explanations related to these documents and to sign them. Otherwise, e-payroll may refuse to accept documents or explanations, and such documents shall be considered undelivered and the explanation for non-delivery.
      • The extent of the respective Contract does not include the control of the delivered documents in the field of their compliance with laws other than tax laws, social insurance, labour law, and accounting regulations.
      • If the Client fails to deliver the relevant documentation within the specified deadlines, e-payroll is not responsible for the accuracy of the processed submissions.
      • e-payroll is authorized to cooperate with experts and subcontractors from any area when performing the Contract concluded with the Client.
  • RESPONSIBILITY
    • Determination of Party Liability
      • e-payroll declares that a compulsory liability insurance policy of up to CZK 28,000,000 has taken effect.
      • The Parties stipulate that e-payroll’s liability for damage caused to the Client during the Contract performance only involves actual damage and is limited to the amount of the maximum guarantee arising from the insurance contract referred to in the paragraph above4.1.1 applicable on the date of the damage in relation to one occurrence that has caused the damage , as well as to all events occurring during the period of performance of the insurance policy.
      • The Parties jointly and severally also exclude the liability of e-payroll to the Client in the following cases:
        1. The act of force majeure;
        2. Damage arising out of the fact that the Client has provided untrue or incomplete information, information or documents necessary for the proper performance of the Contract, or in connection with the Client’s concealment;
        3. Damage arising out of the fact that the Client has provided the data, information or documents necessary for the proper performance of the Contract with a delay in relation to the agreed deadlines;
        4. Damage arising from the fact that e-payroll was prevented from participating or providing explanations in connection with tax audits, tax proceedings, social security authorities or other authorities competent in matters relating to services provided under the Contract, including the lodging of appeals or complaints under the relevant legislation;
        5. Violations of legislation found by the relevant tax or pension authority as a result of or in connection with acts whose execution is legally binding for the Client or as a result of an erroneous assessment of the legal nature of the employment of persons by the Client;
        6. Infringement of the information obligations specified in the GTC by the Client, in the provisions of the Annexes or in the Contract.
      • Within the limits mentioned above, e-payroll is responsible for damages caused to the Client by the persons charged to perform the Contract.
      • In no event shall e-payroll be liable for any loss, damage, cost or expense arising out of any negligence, omission, wilful or unintentional omission, offence, criminal activity or misconduct on the part of the Client, their management, employer, employees or associated entities. Associated entities means any company, cooperative, enterprise, association, foundation, and other organization directly or indirectly involved in the management, control or property of the Client, any company, cooperative, enterprise, association, foundation and other similar organization in which the Client participates directly or indirectly in management, control or property as well as natural persons who are in a friendly or working relationship with the Client.
      • Termination of this Contract does not exclude or limit the liability of the Client as defined in Clause 4.
  • COST AND OTHER EXPENSES
    • Pricing Arrangements
      • The cost of providing services shall be charged in accordance with the rules set out below unless otherwise agreed in writing.
      • In the event that any service provided by e-payroll exceeds the range of services provided in the GTC when performing the Contract or the service would not result from the remuneration agreed in the Contract, the Parties shall determine the amount of remuneration for such service and the conditions for its payment, in particular, by agreement between the Parties.
      • The remuneration for the activity is payable for each accounting (usually monthly) period within 14 days of issuing the invoice – a tax document by e-payroll by transfer to the account of e-payroll specified on the invoice, unless agreed otherwise between the Parties to the Contract.
    • Other Costs
      • e-payroll may charge the Client with an additional fee on the following bases:
        1. When the documents necessary for the proper performance of the Contract are delivered with a delay in relation to the agreed term, this service is considered as express delivery and an additional fee of 10% of the service price shall be charged;
        2. For correction of tax bills and statements or reports of causes for which the Client is responsible. This work shall be invoiced at an hourly rate of CZK 1,000.
      • The costs incurred by e-payroll for the provision of services shall be charged at an additional cost for the services provided, unless otherwise agreed in writing. These expenses include a passenger car, the amount of which is negotiated at CZK 10/km.
      • The Parties agree that e-payroll is not obliged to pay the expenses incurred in a case conducted on behalf of the Client or in the performance of the Contract if the Client does not pay the requested amount upon the due request; E-payroll is not liable for the damage suffered by the Client.
    • Invoicing
      • E-payroll has the right to charge advance payments before providing services in accordance with the Contract concluded with the Client. These advances may be charged, in particular, in the case of a Contract involving the work of external persons or partner or collaborating offices, or a large scale Contract.
  • FINAL PROVISIONS
    • Confidentiality Agreement, Conflict of Interest
      • If the Customer provides E-payroll with the fax numbers or e-mail addresses to which E-payroll is to send materials, e-payroll shall assume that these links are sufficient, safe and confidential to protect the Client’s interests. The Client hereby agrees that e-payroll is entitled to provide information relating to the Client’s interests or the provision of services to the Client to its partner or affiliated offices if this is necessary or appropriate for the proper provision of services.
      • Each Party is required to keep secret everything learned during the performance of the Contract, or in connection with or on the occasion of its performance. The obligation set forth in the first sentence also applies to persons employed by the Parties in the performance of the Contract and continues throughout the period of performance of this Contract.
      • The Party is released from secrecy imposed in the Clause 6.1.2above if:
        1. The data is subject to the provision at the request of the competent authority in cases established by generally applicable law;
        2. The Party shall provide the data with written consent or at the written request of the other Party.
      • e-payroll’s obligation is to refrain from representing the Client or acting on a matter in the event of a potential or actual conflict of interest between the Client and other entities for which it provides services whose content corresponds to the services that are the subject of the respective Contract.
    • Data Protection
      • E-payroll processes the personal data of the Client if he/she is a natural person,
        1. For the purposes of processing salaries and providing other wage and personal advice on the basis of performance of the Contract, for the duration of the provision of wage and personal services;
        2. In the file for the purpose of protecting the legal claims of E-payroll on the basis of the legitimate interest of e-payroll, which consists in the defence of their own rights, during the period of providing wage and personal services to the Client and subsequently for a maximum period of 10 years after its termination;
        3. For the purpose of fulfilling the legal obligations of e-payroll, based on the obligations of Act No. 563/1991 Coll., On Accounting, as amended, Act No. 235/2004 Coll., On Value Added Tax, as amended, for the period provided for therein, for a maximum period of 10 years after the termination of the provision of wage and personal services;
        4. For the purpose of offering other e-payroll services on the basis of a legitimate interest in the promotion of their services, for the duration of the provision of wage and personal services to the Client and subsequently for a period of one year.
      • e-payroll processes the identification and contact data of the statutory representatives of the Client when it is a legal person as well as the identification data necessary for the fulfilment of the Client’s legal obligations relating to third parties whose data is contained in the documentation for the provision of wage and personal services provided by the Client (e.g. Client’s employees or their family members),
        1. For the purposes of processing salaries and providing other wage and personal advice on the basis of performance of the Contract, for the duration of the provision of wage and personal services;
        2. In the file for the purpose of protecting the legal claims of e-payroll on the basis of the legitimate interest of e-payroll, which consists in the defence of their own rights, during the period of providing wage and personal services to the Client and subsequently for a maximum period of 10 years after its termination;
        3. For the purpose of fulfilling the legal obligations of E-payroll, based on the obligations of Act No. 563/1991 Coll., On Accounting, as amended, Act No. 235/2004 Coll., On Value Added Tax, as amended, for the period provided for therein, for a maximum period of 10 years after the termination of the provision of wage and personal services;
        4. For the purpose of offering other e-payroll services on the basis of a legitimate interest in the promotion of their services, for the duration of the provision of wage and personal services to the Client and subsequently for a period of one year.
      • Personal data processed by e-payroll pursuant to Articles 6.2.1 and 6.2.2 may be transmitted to the financial and customs administration, the Czech Social Security Administration, the Health Insurance Company, the Czech Statistical Office, and other entities in accordance with the instructions of the Client.
      • The persons referred to in Articles 6.2.1 and 6.2.2 have the right to request access to the processed personal data, in particular, to obtain information on its processing, or a copy of the personal data relating to them; the right to correct processed personal data that is relevant to them and is inaccurate or outdated; the right to object to the processing of personal data concerning them in the case of processing based on legitimate interest or for the purpose of direct marketing; the right to erasure personal data relating to them, in particular where there is no legal basis for its processing; the right to limit the processing of personal data relating to them, in particular when its correction is requested or an objection is raised against their processing; these rights may be exercised by E-payroll via the contact details provided in the Contract.
      • The persons mentioned in Articles 6.2.1 and 6.2.2 also have the right to lodge a complaint against the processing of personal data by e-payroll with the Supervisory Authority – the Office for Personal Data Protection.
      • The Client has the right to obtain his or her data provided to e-payroll and processed by E-payroll electronically for the provision of wage and personal services in a conventional, structured and machine-readable format; this right may be exercised in accordance with Article 6.2.3.
      • If e-payroll is entrusted by the Client with the Client’s wage accounting, the Client shall, in accordance with Article 28 (3) of the GDPR, entrust e-payroll, with
        1. the identification data, labour data and other data necessary for the calculation of the wage by setting the amount of tax liability and the amount of the compulsory contributions which relate to Client’s employees and their family members, for the purpose of processing salaries; e-payroll is also entrusted with the management of the Client’s wage accounting according to the scope of their instructions
        2. and during the provision of wage and personal services; Art. 6.2.8 to 6.2.16 shall only apply if the Client instructs e-payroll to process personal data in accordance with Article 6.2.7.
      • E-payroll is obliged to process personal data for the Client to the extent necessary to provide wage and personal services and only on the basis of the Client’s instructions given in the Contract and these General Terms and Conditions. Without the Client’s instructions, e-payroll is not particularly entitled to transfer personal data outside of the European Economic Area or an international organization unless such processing is subject to the legislation that applies to e-payroll; in such a case, the e-payroll informs the Client of such a legal requirement prior to processing, unless the law prohibits such disclosure due to important public interest reasons.
      • E-payroll has adopted and maintains reasonable technical and organizational measures to prevent unauthorized or accidental access to personal data, alteration, destruction or loss, unauthorized transmission, unauthorized processing, and another misuse of personal data.
      • In the event that E-payroll becomes aware of a breach of personal data processed by e-payroll under this Contract, e-payroll is required to report such personal data breach to the Client without undue delay after having become aware of it. E-payroll shall notify the Client via the Client’s contact details listed in the respective Contract. Subsequently, without unnecessary delay after having become aware of a personal data breach, e-payroll is required to report to the Client in a similar manner the description of the nature of the personal data breach, including, where possible, the categories and approximate number of persons concerned, the categories and approximate amounts of personal data records concerned, and a description of the likely consequences of a personal data breach.
      • E-payroll is obliged to ensure that persons authorised to process the personal data have committed themselves to confidentiality.
      • The Client agrees to involve other Processors in the processing of personal data pursuant to respective Article 6. E-payroll is obliged to inform the Client in good time of the intention to engage another Processor in the personal data processing pursuant to Article 6 including the specific identification of this additional Processor and to allow the Client to object to such a Processor.
      • If e-payroll involves another Processor in the processing of personal data pursuant to Article 6, this additional Processor must undertake to the same obligations concerning the protection of personal data as agreed between the Client and e-payroll in the respective Article 6, in particular, to implement appropriate technical and organizational measures.
      • e-payroll shall allow the Client to audit the technical and organizational measures introduced by e-payroll to protect personal data after notice given in advance of at least ten (10) business days.
      • The Contracting Parties undertake to provide each other with all the information necessary to substantiate the fact that the obligations relating to the protection of personal data processed pursuant to Article 6 have been fulfilled; that other necessary cooperation and data necessary to fulfil their obligations pursuant to Article 6, in particular fulfilling the obligations arising for the Client from securing the processing of personal data, in conducting audits, in assessing the impact on the protection of personal data, in prior consultation with the Supervisory Authority and in fulfilling requests for exercising the rights of Data subjects. The assistance of e-payroll is charged as other wage and personal services under Article 3.2 and in accordance with Clause 5. E-payroll takes into account the nature of such processing when processing personal data.
      • If the Client agrees to terminate the processing, e-payroll shall store the Client’s personal data provided as its Controller for the purpose of protecting legal claims on the basis of a legitimate interest in accordance with Article 6.2.1. and 6.2.2.
    • Obligation of Loyalty.
      • Each Party undertakes not to employ, on any legal basis, employees of the other Party or other persons involved by the other Party on the basis of civil contracts, nor former employees of the other Party or persons employed by the other Party in the performance of a Contract on the basis of civil contracts, for one year from the date of termination of the employment relationship or civil contract.
      • The loyalty obligation under the preceding clause shall be binding for both the Parties at the time of performance of the Contract and for a period of 12 months after its termination, unless otherwise agreed by the Parties in writing.
    • Change of GTC
      • E-payroll may change the GTC during the performance of the Contract. The amendment of the GTC is effective and binding for the Parties starting on the first day of the month following the month in which e-payroll delivers to the Client the change and if the Client does not terminate the Contract while maintaining a one-month notice period with effect at the end of the billing period.
      • Within the notice period of the Contract for the reason stated in the Article 6.3.1above, the Parties are bound by the GTC as amended before the last amendment of the GTC, which was the reason for termination pursuant to Article 6.4.1 of GTC.
      • In case of discrepancies between the GTC and the Contract provisions, the provisions of the Contract shall prevail.
    • Contract Duration and its Termination
      • The Parties conclude a Contract for an indefinite or fixed term specified in the Contract, depending on the will of the Parties.
      • The Parties may terminate the Contract at any time by written agreement.
      • The Contract can also be terminated by sending a termination notice, the notice period being specified in the Contract. The Client may terminate the Contract without complying with the agreed notice period with effect at the end of the billing period if the e-payroll does not cooperate on the performance of the Contract, or if e-payroll has repeatedly submitted billing, statements or reports after the expiry of the term resulting from generally applicable legal regulations.
      • E-payroll may terminate the Contract without complying with the agreed notice period with effect at the end of the billing period in the following cases:
        1. In the absence of Client’s cooperation concerning the Contract performance;
        2. The Client has been in arrears with the payment for 2 billing periods;
        3. The Client is repeatedly delayed with the transmission of the data, information or documents necessary for the proper performance of the Contract;
        4. The Client repeatedly submits false or incomplete data, information or documents necessary for the proper performance of the Contract.
      • The annulment of the Contract or its termination without notice shall be deemed to have been delivered to the other Party even though the Party that is the addressee does not confirm the receipt in case the consignment has been sent by registered letter with a return receipt to the Party specified in the Contract.
      • E-payroll is not responsible for the loss, destruction or damage to the documents referred to in the paragraph 6.4.6 above after the agreed date of their acceptance by the Client.
      • Notwithstanding the termination of the Contract, those GTC or Contract provisions that have to be fulfilled following as a result of the termination of the Contract or after its termination, remain in force, in particular, the provisions of Article 4 above.
    • Conflict Solving
      • In the event of disputes, any claims made by the Client will be directed, hauled or taken solely against e-payroll and not against its employees or persons working for e-payroll under a non-employment relationship.
    • Governing Law and Jurisdiction
      • The relevant agreement between e-payroll and the Client including these General Terms and Conditions is governed by the law of the Czech Republic and is concluded in accordance with Act No. 89/2012 Coll., Civil Code. Any disputes arising out of or in connection with this Contract shall be subject to the decision of the relevant Czech court.