GENERAL TERMS AND CONDITIONS OF CONSULTING SERVICES
1. Introduction.
These General Terms and Conditions (“Agreement”) govern the provision ofconsulting services by NAWI Europe a.s., a company registered under Czech law, Company ID:09663371, with its registered office in Prague, Czech Republic (hereinafter referred to as”Company”), to its clients (“Client”). By engaging the Company’s services, the Client agrees tothis Agreement.
2. Scope of Services
2.1 The Company provides business consulting, including but not limited to legal and tax advisory,financial consulting, corporate structuring, and business strategy development.
2.2 Services are delivered based on the Client’s request, the Company’s proposal, and mutualagreement on scope, price, and timeline.
2.3 The Company commits to providing services with professional care, industry standards, andin accordance with agreed deliverables outlined or confirmed by the Client after Company’squalification of Client’s needs. As part of the consulting services, the Company may provideeducational sessions, workshops, or briefings to help the Client understand key concepts,compliance requirements, or strategic considerations related to the engagement.
2.4 The Company may provide one-time services or engagements of limited scope upon theClient’s request. For the purposes of this Agreement, one-time services or limited-scopeengagements refer to all collaborations that are not governed by a one-year agreement. Suchservices are governed by the specific terms outlined in the price offer and/or service agreement.These engagements are not subject to the termination provisions as outlined in section 6.Termination & Early Cancellation and may be executed under a simplified agreement process,whereby the Client’s acceptance of the price offer constitutes binding agreement to proceed.
3. Sales Process
3.1 Clients typically contact the Company online or via other channels with an inquiry.
3.2 The Company conducts a preliminary needs assessment to evaluate the Client’s objectives,feasibility, and suitability for the services offered. This includes reviewing submitted documents,conducting initial discussions, and identifying key challenges before providing a service proposal.
3.3 A price offer is provided based on the estimated time and complexity of achieving the Client’sobjectives.
3.4 Once the needs assessment is complete, the Company will develop service proposal outliningthe scope of work, expected deliverables, estimated timelines, and pricing structure. Theproposal will be presented to the Client for review before final acceptance and execution of theAgreement. The Client then accepts the offer in writing (including email), and an Agreement isformed. For limited-scope services requiring expedited execution, the Company may waivedetailed proposals and proceed based on an agreed price offer and scope of work confirmed inwriting (e.g., via email). Such services will be governed by this Agreement unless otherwise stated.
3.5 Services commence upon receipt of the agreed advance payment.
3.6 If the Company is unable to fulfill the agreed scope, the Client will be informed within areasonable timeframe and provided options for resolution, including potential fee adjustments orrefunds in proportion to undelivered services.
4. Payment Terms
4.1 Services are billed per the agreed hourly rate or a fixed project fee as specified in the proposal.
4.2 An advance payment (prepayment) is required before service commencement. The standardadvance is 100% of the estimated cost for one-time consultations or at least 50% for long-termprojects. In certain cases, the Company may agree to adjust the advance payment terms at itsdiscretion, particularly for first-time clients or small-scale consultations.
4.3 The Client must pay all invoices within 5 days of issuance. The invoice is considered paid infull when funds are credited to the bank account of the Company. Late payments incur nominaldaily interest of 0.05 %. A grace period of 5 days may apply before late payment penalties areenforced, unless agreed otherwise in writing (including email). The Company will issue a reminderto the Client prior to initiating penalty charges.
4.4 If the Client is dissatisfied with the services, they must notify the Company within 7 days ofdelivery, after which the Company will offer reasonable remediation efforts before consideringany fee adjustments. Fee adjustments will only be considered if the Client provides documentedevidence of unmet deliverables or deviations from agreed service standards. The Companyreserves the right to determine the scope of any refund or fee adjustment based on the extent ofthe issue.
5. Non-Solicitation Clause
5.1 The Client agrees not to solicit, hire, or engage, directly or indirectly, any employee, contractor,or partner of the Company during the term of the Agreement and for 12 months after theAgreement is terminated. Solicitation includes, but is not limited to, offering employment,contractual engagements, or any form of collaboration without prior consent.
5.2 Breach of this clause results in a contractual penalty ranging from EUR 10,000 to EUR 30,000per individual solicited. The penalty amount will be determined based on the importance of thesolicited individual, which shall be assessed considering their role, seniority, and contribution tothe Company. Payment must be made within 10 days of justified notification. If a breach issuspected, the Client will have 10 days to resolve the matter or provide justification prior to thepenalty being enforced.
5.3 The Company reserves the right to waive or negotiate this clause in specific agreements uponwritten consent.
6. Termination & Early Cancellation
6.1 The Company commits to regular updates and structured follow-ups during the service periodto keep the Client informed about project progress. The Parties may terminate this Agreement in writing by mutual consent in accordance with the terms set out in this Agreement. For one-yearAgreements, either Party may terminate this Agreement by delivering a written termination noticeto the other Party. The termination shall take effect after a four (4) month termination periodlapses, starting on the first day of the month following the delivery of the termination notice.During the termination period, the Client remains obligated to pay the agreed monthly fee asspecified in this Agreement. This termination clause does not apply to one-time services orengagements of limited scope, which shall be governed solely by the agreed terms in the priceoffer and/or service agreement. If services are partially completed during the termination period,the Company may prorate fees or adjust the scope of services to reflect the actual work delivered,subject to mutual agreement.Unforeseen circumstances include, but are not limited to, natural disasters, governmentimposed restrictions, pandemics, or other extraordinary events beyond the Client’s reasonablecontrol.
6.2 The Company reserves the right to terminate services if the Client:• Fails to provide required cooperation or documentation.• Fails to make timely payments.• Engages in conduct damaging to the Company’s reputation or operations.
6.3 The Company may, at its discretion, offer partial refunds for undelivered portions of the servicein case of unforeseen circumstances preventing completion of agreed services. Partial refundsshall be processed within 30 days of mutual agreement on the refund amount.
7. Advance Payments & Client Satisfaction
7.1 Advance payments are non-refundable unless the Company fails to deliver services due toreasons within its control.
7.2 If a Client is dissatisfied, they must notify the Company within 7 days of service delivery. TheCompany will attempt a resolution including additional service work or fee adjustments if deemedreasonable.
7.3 In case of disputes regarding the quality of service, both parties agree to attempt a good-faithresolution before escalating to formal dispute resolution.
8. Confidentiality
8.1 The Company and the Client shall maintain confidentiality regarding any information sharedduring the engagement. Both Client and the Company shall use information shared during theengagement for the purpose of fulfilling mutual obligations arising out of the engagement.
8.2 Confidentiality obligations survive termination of this Agreement.
8.3 The Company reserves the right to disclose information to legal or regulatory authorities ifrequired by law.
9. Dispute Resolution
9.1 Before initiating arbitration, both parties agree to engage in a structured mediation process toexplore resolution options. Mediation shall be completed within 30 days of initiation, unlessotherwise agreed by both parties. The Company also commits to a formal service review upon theClient’s request if concerns arise, allowing both parties to address issues proactively. Anydisputes shall first be resolved amicably. If unresolved, disputes shall be settled by mediationbefore proceeding to arbitration before the Czech Chamber of Commerce, in accordance with itsrules. Costs for mediation or arbitration will be shared equally between the Parties unlessotherwise determined by the mediator or arbitrator. Arbitration shall be conducted in Englishunless otherwise agreed by the Parties. For disputes arising from one-time services or limitedscope engagements, mediation shall be expedited and completed within 15 days of initiation,unless otherwise agreed by both parties.
9.2 If mediation fails, arbitration will be conducted by a single arbitrator appointed by mutualagreement, or by the Chamber’s standard appointment process if no agreement is reached.
10. Final Provisions
10.1 The Company may update this Agreement, with changes taking effect upon publication onits website.
10.2 If any provision is deemed invalid, the remaining provisions shall remain in effect.
10.3 By accepting services, the Client acknowledges and agrees to this Agreement.
10.4 To ensure consistency and quality, the Company follows standardized methodologies,templates, and reporting formats when delivering consulting services. Clients will receivestructured reports summarizing findings, recommendations, and next steps. Any modifications oradditional terms requested by either party must be in writing and agreed upon before taking effect.
Effective Date: February 10, 2025
On behalf of NAWI Europe a.s.
Eduard Malyarchuk, Member of the board of directors
