General Terms and Conditions of Services (GTC)

§1 Introduction

These General Terms and Conditions of Agreement (hereinafter referred to as "GTC") govern the terms and conditions of tax advisory services provided 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 maintained 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 referred to as the Law Firm] for natural persons, legal persons and organizational units that are not legal persons, to whom the law grants legal capacity, being parties to an agreement with the Law Firm [hereinafter referred to as the "Client"] [hereinafter referred to as the "Parties"].

The GTC are binding on the Parties, constituting an integral part of the agreement for the provision of tax advisory services [hereinafter referred to as the "Agreement"].

The GTC regulate the principles of cooperation between the law firm and the client in the scope not regulated in the agreement, and in addition, the parties may provide in the agreement for different conditions of its performance than specified in the GTC.

The GTC are made available on the website International tax advice for campanies and individuals.International tax advice —companies and individuals International tax advice for campanies and individuals. (squarespace.com) in such a way that the Customer can easily find out about their content at any time, store them and reproduce them in the ordinary course of business.

The GTC also constitute the regulations for the provision of electronic services within the meaning of art. 8 sec. 1 of the Act of 18 July 2002 on the provision of services by electronic means [consolidated text: Journal of Laws of 2020, item 344].

§2 Scope of application

The subject of the agreement is the paid performance of tax advisory activities, referred to in the Act of 05 July 1996 on tax advisory services [Journal of Laws of 2020, item 130, as amended, [hereinafter referred to as: "u. d. p."], in accordance with the principles of ethics for tax advisors adopted by the National Council of Tax Advisors together with legal services [hereinafter: "Services"].

The office provides services in the field of Polish and international tax law, including European Union law, but does not provide services in the field of internal tax law of individual countries.

The office may entrust the performance of the agreement to third parties, in particular employees or persons providing services to the office, but in such a case it is liable for the actions and omissions of these persons as for its own actions or omissions and these persons are not connected with the client by any legal relationship.

§3 Declarations of the parties

The office is an entity authorized to perform tax advisory activities within the meaning of the Act on tax advisory services.

The office has a mandatory civil liability insurance policy for entities performing tax advisory activities.

The parties and persons representing them, upon conclusion of this agreement, declare that the declarations on behalf of the parties are made by persons or bodies properly authorized to effectively conclude it.

The client declares that he is aware of the tax risk and the possibility of a dispute with Polish or foreign tax authorities despite the correct performance of the service by the law firm.

§4 Acceptance of the order and conclusion of the agreement

The conclusion of the agreement is dependent on the current assessment of the law firm's capabilities, which is decided by the law firm.

The agreement between the law firm and the client may be concluded under pain of nullity:

a) in writing,

b) in the form of an exchange of e-mails confirming the terms of performance of the agreement.

The conclusion of the agreement in the form of an e-mail requires the client's acceptance of the agreement, which is effected by payment of the fee to the law firm's bank account.

§5 Types and method of providing Services

The Law Firm provides services in the following forms:

a) One-off service – is performed when the time required for its performance does not exceed 40 hours and includes in particular: written opinions, oral advice, other forms of written or oral statements,

b) Project – is performed when the time required for its performance exceeds 40 hours and includes in particular: complex tax advisory services such as tax documentation of transfer prices, tax audit, other complex forms of written or oral statements,

c) Legal representation – representation in proceedings conducted before tax administration bodies or administrative courts.

Services performed in written form will be sent to the client electronically by e-mail to the address of the person who ordered the service or in another agreed manner.

Services performed in oral form will be performed in the form of a video conference, a direct meeting at the Law Firm's office or in another agreed manner.

The client may submit comments on the service within 3 business days of its receipt. If the client submits comments, the office will respond to them within 7 business days.

The service is performed at the moment of submitting a written statement to the client or performing it orally.

§6 Cooperation of the Parties

The Parties will cooperate in a spirit of mutual trust and loyalty, taking into accountstriving for efficient and purposeful performance of the service, as well as the need to build a positive image of both parties.

The Law Firm provides services based on the facts presented by the client, which consist of: full and true information and documents, numerical data and other information influencing the performance of the contract, taking into account their appropriate level of detail, order and purpose (hereinafter: facts).

The Law Firm assumes that the facts are true and is not obliged to verify them in any way, nor does it conduct an investigative study aimed at detecting irregularities and possible crimes.

The Client is obliged to cooperate with the Law Firm to the extent necessary to perform the contract.

The Law Firm reserves the right to obtain additional information regarding the case during the performance of the service.

The Law Firm performs the service diligently and is not responsible for achieving the result expected by the client.

The legal position taken by the Law Firm within the scope of the services provided is formulated at the time of performance of the service and the Law Firm is not obliged to update it in the future.

The Client is obliged to provide the Law Firm with information regarding the case in the following forms:

a) text – only in MS Word (.docx) modifiable files;

b) numerical – only in MS Excel (.xlsx) modifiable files

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 the directories placed there or by e-mail in accordance with the arrangements and the size of the data,

f) in Polish or English.

§7 Deadlines for the provision of Services

The deadlines for the provision of services are specified in the agreement concluded with the Client and begin from the moment the Client provides the factual state and pays the fee.

The deadline for the provision of the service is in the case of:

a) a one-time service - 14 days

b) a project - 30 days

c) legal representation – the deadline results from the course of procedural activities undertaken in the proceedings.

In justified cases, the law firm may extend the term of service provision, but no more than by 7 business days.

§8 Change of service provision conditions and termination of the agreement

The law firm may terminate the agreement within 14 days. The law firm is entitled to remuneration for services provided by the law firm until that time.

The law firm has the right to terminate the agreement without observing the notice period in a situation where the circumstances that have occurred may affect the provision of the service, in particular:

a) in the event of failure to provide complete factual information or inconsistencies in the factual information,

b) if circumstances occur in connection with the provision of the service that affect its provision, which were not known before it was accepted for provision,

c) in the event of lack of cooperation on the part of the client necessary to perform the agreement,

d) delays on the part of the client affecting the performance of the agreement,

e) other circumstances.

The law firm may withdraw from the agreement at any time without giving reasons, and will return the remuneration paid by the client (compensation fee). The refund will be made to the same bank account from which the payment was made.

In the case of legal representation services, each party may terminate the agreement with a 14-day notice period, which simultaneously results in the termination of the power of attorney.

For activities performed by the law firm after the termination of the agreement for legal representation, the law firm is entitled to remuneration in the amount of the hourly rate, established in the terminated agreement and the number of hours spent acting on behalf of the client in accordance with the invoice issued to the client.

In the event of termination of the agreement, the law firm retains the right to remuneration, unless the parties agree otherwise, in particular if the law firm has not commenced the performance of the service.

§9 Liability for performance of the agreement

The law firm is obliged to redress the damage resulting from the failure to perform or improper performance of the agreement, if the failure to perform or improper performance is a consequence of circumstances for which the law firm is responsible.

The amount of compensation will correspond to the amount of actual damage directly caused by the failure to perform or improper performance of the obligation resulting from the contract and is limited to:

a) the type of damage covered by the mandatory civil liability insurance policy for entities performing tax advisory activities concluded by the office, i.e. tax advisory activities referred to in Article 2, paragraph 1 of the Act of 5 July 1996 on tax advisory services, including bookkeeping services.

b) the amount of remuneration, net of VAT, paid by the client for the performance of the service,

c) in the case of damage resulting from tax proceedingsego conducted by tax administration authorities, the law firm shall be liable on the principles in accordance with points a) and b) only if:

- the law firm provides the service of legal representation in these proceedings,

- these proceedings were concluded with a final judgment of the court of last instance, the change or repeal of which by means of available legal remedies was not and is not possible.

The law firm shall not be liable for damages when the factual state of affairs provided by the client in connection with the provision of the service is untrue in whole or in part or when the law firm is misled by the client.

In the event of damage, the Client is obliged to report it in accordance with the provisions of the mandatory civil liability insurance policy for entities performing tax advisory activities concluded by the law firm, i.e. Notifications of events and circumstances, formal notification of a claim and all correspondence related to determining the validity and amount of the benefit should be sent to the Insurer via: Leadenhall Insurance S.A. ul. Domaniewska 42, 02-672 Warsaw Phone: +48 (22) 602 23 30 E-mail: claims@leadenhall.pl

§10 Remuneration

The amount of remuneration for the service provided is determined each time in the agreement with the client

The remuneration is determined as a net amount per hour and the number of hours necessary to perform the service, whereby the performance of the service is also understood as readiness to perform it.

The amount of remuneration is the amount due to the law firm 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, translation costs, other costs related to the service performed. These costs are borne by the client based on the information provided by the law firm.

In the event that the agreement provides for the payment of an advance, the law firm will issue an invoice immediately after the law firm's bank account is credited with the date of sale consistent with the date of receipt of funds in the law firm's bank account.

In the event of payment of remuneration in accordance with the agreement, the invoice will be issued with the date of sale consistent with the date of performance of the service, taking into account the advances paid up to that time.

In the event that the client orders many one-time 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 deadline of 7 days from the date of invoice issue.

The remuneration is increased by the goods and services tax, in the amount applicable on the date of invoice issue.

The client agrees to the delivery of invoices electronically, to the e-mail address used in contacts with the law firm. The client 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 data of the entity that paid for the service.

§11 Copyright

The Law Firm is entitled to property copyrights to the objects of the Services that meet the characteristics within the meaning of art. 1 sec. 1 of the Act of 4 February 1994 on Copyright and Related Rights (Journal of Laws of 2018, item 1191, as amended) [hereinafter referred to as the "Work"]

At the time of performance of the Service, the Office grants the Client a non-exclusive license for an indefinite period to use the work without territorial restrictions, only to produce copies of the work using a specific technique, including printing, reprographic, magnetic recording and digital technology.

The Works are transferred exclusively for the needs of the Client or persons for whom they are intended. They may not be transferred or used by third parties without the prior written consent of the Office under penalty of nullity. The Client will be entitled to disclose them in cases provided for in the provisions of law, in particular to tax administration bodies and auditors, as well as entities included in the client's capital group.

§12 Confidentiality clause

The Parties undertake to keep the information confidential confidential information, to which they will have access in the course of performing the contract. Confidential information is, in particular, considered to be a business secret, within the meaning of art. 11 sec. 4 of the Act of 16 April 1993 on Combating Unfair Competition [Journal of Laws of 2021, item 1655, as amended], including information of a technical, technological, organizational and financial nature and the content of this contract.

The confidentiality clause does not apply to consultations with other entities conducting business under the name Uchman i Partnerzy or entities associated with the Law Firm in Poland or abroad.

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 Agreement, as well as not to publish them, or otherwise make them available and not to make them publiccount.

The obligation to maintain secrecy does not apply to information and documents that are publicly available or whose obligation to be made public or 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. Consent may be granted by e-mail or in writing.

§13 Data protection and third party relations

Information regarding the principles 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

In fulfilling the obligation under art. 6 item 1 of the Act of 18 July 2002 on the provision of services by electronic means (Journal of Laws No. 144, item 1204, as amended) the Office informs about specific threats related to the use of Services provided by electronic means by Clients, which include:

a) malware

b) spyware

c) spam

d) extortion of personal and confidential information

e) hacking into the Client's IT system

In order to limit the threats related to the use of Services provided by electronic means, the Client should equip their electronic devices with a constantly updated antivirus program and a firewall. Current information on the function and purpose of software or data that are not part of the Service content, entered into the IT system used by the Service Recipient, is included in the Privacy Policy available on the website kontakt@uchman.biz

In order to use the Services provided electronically, the Client should meet the following technical requirements necessary for cooperation with the Service Provider's IT system:

a) having an e-mail account,

b) using an Internet browser that accepts cookies,

c) having a web camera and microphone

The Law Firm shall not be liable for interruptions in the provision of Services resulting from failures or malfunctions of IT systems that are beyond its influence or control.

The Client is prohibited from providing content of an illegal nature.

In fulfilling the obligation under Art. 5 of the Act of 18 July 2002 on the provision of services by electronic means (Journal of Laws No. 144, item 1204, as amended), the Law Firm provides the required data: a) Name: Uchman i Partnerzy Sp. z o.o. b) E-mail address: kontakt@uchman.biz c) NIP: 946-264-64-16; d) REGON: 061625557; e) Registered office: 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, XIIth Commercial Division. KRS number: 0000487658; g) Share capital: PLN 500 000.00: h) Professional self-government: National Chamber of Tax Advisers; i) Company designation: Tax Advisory Company. (The designation is subject to legal protection in accordance with art. 15 of the Act on Tax Advisory); j) Registration number: 485 (Register of legal entities authorized to provide tax advisory services); k) Code of Ethics for Tax Advisors: Code of Ethics for Tax Advisors

§15 Dispute Procedure

In the event of a dispute, the Parties undertake to first use mediation as an alternative method of resolving disputes. If mediation does not bring a satisfactory solution within 30 days of its commencement, each party may bring the case to a common court with jurisdiction over the seat of the Office.

§16 Final Provisions

If individual provisions of the terms of the agreement or the GTC are or prove to be invalid, this does not affect the validity of the remaining provisions. The invalid provision is then replaced by a provision of generally applicable law that is closest to the intended purpose.

The agreement and these GTC are subject to Polish law, and in matters not regulated in the agreement or the GTC, the provisions of the Polish Civil Code shall apply.

If these GTC are in a bilingual or multilingual version, the Polish version of the GTC shall be binding in the event of language discrepancies.