GENERAL BUSINESS POLICY
1. Scope
These engagement terms are applicable to contracts between company ROTA CONSULTING d.o.o. (hereinafter referred to as “ROTA” or “Service Provider”) and the users of the services that the company providers (hereinafter: “Client”) referring to the engagements defined by a contract, as well as those without explicit written contracts.
If, in an individual case, as an exception contractual relations have also been established between the Service provider and persons other than the Client, the provisions of No. 9 below also apply to such third parties.
2. Scope and performance of the engagement
Subject of ROTA’s engagement is the performance of agreed services – and not a particular economic result.
If the legal position changes subsequent to the issuance of the final professional statement, ROTA is not obliged to inform the Client about the changes nor about any consequences resulting therefrom.
3. The Client`s duty
The Client must ensure that ROTA – even without any special request – is provided, on a timely basis, with all supporting documents and records required for the engagement and is informed of all events and circumstances which may be significant to the performance of the engagement. This also applies to those supporting documents and records, events and circumstances which first become known during ROTA `s work.
Upon ROTA `s request, the Client must confirm in a written statement that the supporting documents, records, information and explanations provided are complete.
4. Ensuring independence in work
The Client guarantees to refrain from everything that may endanger the independence of the ROTA staff. This particularly applies to offers of employment and offers to undertake engagements on one`s own account made to the persons hired by the Service provider.
5. Reporting and verbal information
If ROTA is required to present the results of their work in writing, only that written presentation is authoritative. When it comes to long-form reports, such reports should be submitted only to the extent which has been agreed. Verbal statements and information provided by ROTA `s staff beyond the agreed engagement are never binding.
6. Protection of ROTA `s intellectual property
The Client guarantees that expert opinions, organizational charts, drafts, sketches, schedules and calculations – especially quantity and cost computations – prepared by ROTA within the scope of the engagement will be used only for their own purposes.
7. Transmission of the ROTA statement
The transmission of ROTA`s professional statements (long-form reports, expert opinions and similar) to a third party requires ROTA`s written consent to the extent that the permission to transmit to a certain third party does not result from the engagement terms. ROTA is liable (within the limits of No. 9) towards third parties only if the prerequisites of the first sentence are fully met.
The use of the ROTA`s professional statements for promotional purposes is not permitted; the infringement entitles ROTA to immediately cancel all engagements not yet conducted for the Client.
8. Correction of deficiencies
Where there are deficiencies, the Client is entitled to subsequent fulfilment of the contractual obligations. The Client may demand a reduction in fees or the cancellation of the contract only for the failure to subsequent fulfilment of the contractual obligations.
The Client must assert their claim for the correction of deficiencies in writing without delay. Claims pursuant to the first paragraph not arising from an intentional tort cease to be enforceable one year after the commencement of the statutory time limit for enforcement.
Obvious deficiencies, such as typing and arithmetical errors and deficiencies associated with technicalities contained in ROTA`s professional statements (long-form reports, expert opinions and similar) may be corrected – and also be applicable versus third parties – by ROTA at any time. Errors which may call into question the conclusions contained in ROTA`s professional statements entitle ROTA to withdraw – also versus third parties – such statements. In the cases noted ROTA should first hear the client, if possible.
9. Liability
ROTA shall not be held liable for verbal information and notifications given by the employees and which were not confirmed in written form, in the manner set forth by the Contract.
Service Provider shall be held liable only for intentional damage and the damage occurred due to rough negligence. There shall be no liability towards the third parties.
Request for damage compensation can be asked by court order within six months after the Client had been acquainted with the damage, and at latest within three years after the occurrence of the situation based on which the request had been sent, provided that there are no other legally conditioned time limits for expiry.
ROTA does not accept responsibility for correctness of the information which remains the responsibility of the Client.
Service Provider shall not, however, seek to establish the reliability of the information by reference to other evidence.
Service Provider does not accept responsibility for the underlying data and shall consider all information received by the Client true and reliable.
Under no circumstances Service Provider shall be held liable for meeting of the deadlines if such depend on work of the state and other competent bodies.
Service Provider is insured from the business liability.
Unless otherwise agreed, and where such agreement is confirmed in written from, Service Provider limits its monetary liability to Client in respect of any claims for relevant negligence, breach of fiduciary duty or breach of contract to the lesser of the maximum amount of coverage under Service Provider’s professional indemnity insurance applicable at the time.
This sum includes any damages, costs and interest that may be awarded against the Service Provider and determined by the court’s decision.
The procedure for the determination of the Service Provider’s responsibility can be instituted within a maximum of 3 years following the date of the performance of the actions that the Client’s allege give rise to the purported liability, and after the expiration of the said deadline, any responsibility that Service Provider may have had ceases.
10. Confidentiality towards third parties and data security
Pursuant to the law, ROTA is obliged to treat all facts that they come to know in connection with their work as confidential, irrespective of whether these concern the Client themselves or their business associations, unless the Client releases them from this obligation.
ROTA may only release long-form reports, expert opinions and other written statements on the results of their work to third parties with the consent of the Client.
ROTA is entitled – within the purposes stipulated by the Client – to process personal data entrusted to them or allow them to be processed by third parties (bank, administration or court institutions of the Republic of Serbia).
ROTA and third parties providing services on our behalf may ROTA Information that can be linked to specific individuals (“Personal Data”) in various jurisdictions in which we and any of them operate. We will Process the Personal Data in accordance with applicable law and professional regulations. We will require any service provider that Processes Personal Data on our behalf to adhere to such requirements.
11. Evasion of acceptance and lack of cooperation on the part of the Client
If the client evades accepting the services offered by ROTA or if the Client does not provide the assistance incumbent on them pursuant to No. 3, ROTA is entitled to cancel the contract immediately. ROTA`s right to compensation for additional expenses as well as for damages caused by the evasion or lack of assistance is not affected, even if ROTA does not exercise their right to cancel.
12. Termination
Each contractual party can terminate this Contract without stating the cause by respecting the notice period of 30, days..
Should the Client fail to fulfil their obligation for the cooperation, the Service Provider is entitled to immediate termination.
In case the Service Provider is late with the performance of the service due to their fault, the Client is entitled to immediate termination.
Termination of the contract has to be made in written form and sent via registered mail.
In case of termination due to any reason, the Service Provider is entitled to all fee payments in accordance with contract until the moment of contract expiry.
Service Provider will retain documents and papers belonging to the Client or supplied to Service Provider for the purpose of carrying out Client’s instructions on any matter pursuant to the contract on engagement until:
(I) Service Provider has been paid all outstanding fees which have been invoiced or
(II) Suitable alternative security has been provided by the Client.
13. Remuneration
Next to right to fee and compensation, ROTA is entitled to compensation of expenditures.
Service Provider has the right to request reimbursement of the expenses and disbursements that they incur on behalf of the Client as and when they are incurred and, in appropriate circumstances, Service Provider may ask for payment for such expenses and disbursements in advance.
Amongst other things, expenses may include administrative and other fees; courier service fees, translation services fees; the fees of experts engaged by the Service Provider with the Client’s permission; search and registration fees, excerpts, licenses, certificate issuance fees, as well as the expenses for travel and accommodation incurred whilst travelling away from the office for matters directly related to work which is associated with the Client’s order.
All the expenses shall be charged on a real cost basis.
In certain situations and cases, upon the provision of a reason and explanation, Service Provider will request the payment of fees and expenses in advance and failure to make such a payment will entitle Service Provider to refuse to proceed with, suspend or terminate their further work with Client.
14. Retention and return of supporting documentation and records
ROTA retains the supporting documents and records in connection with the completion of the engagement – that had been provided to them and that they had prepared themselves – as well as the correspondence with respect to the engagement until the end of the business year (submitting of financial statement and tax balance). Following the submitting of the statutory reports, the Client is obliged to take over all bookkeeping documentation, which will be kept in accordance with the law and delivered upon request of the tax control organs.
If termination of Contract is earlier than the end of tax year, documents have to be returned in 30 days of termination the Contract.
After the settlement of the claims arising from the engagement, ROTA, upon the request of the Client, must return all supporting documents and records obtained from them or for them by reason of their work on the engagement. This does not, however, apply to correspondence exchanged between ROTA and the Client and to any documents of which the Client already has the original or a copy. ROTA may prepare and retain copies or photocopies of supporting documents and records which they return to the Client.
15. Prevention of Money Laundering
Client is required to comply with any applicable legislation intended to prevent money laundering and financing of terrorism, to deliver necessary information and documentation, taking into consideration Service Provider’s legally prescribed obligation to maintain records relating to transactions, as well as all other liabilities set out under applicable legislation. In case of evasion or lack of cooperation in this area, ROTA is entitled to terminate business cooperation with the Client.
16. Applicable law
For the order, its execution and requests arising thereof the Serbian law shall be the applicable law.
The invalidity or unenforceability of any of the provisions of the Contract shall not affect the remaining provisions which shall continue to bind both parties.
For all the disputes that might arise from the Contract, and which the contractual parties cannot resolve amiably, the competent court shall be the Commercial court in Belgrade.