Terms and Conditions to the Agreement on the Provision of a Registered Office
1. Introductory Provisions
1.1 These terms and conditions (hereinafter also the “Terms and Conditions”) establish the rights and obligations between COMEFLEX CONSULTING s.r.o., ID No.: 26454599, with its registered office at Prague 5, nám. 14. října 1307/2, Postal Code 150 00 (the “Provider”) and the customer using the Provider’s services (the “Client”) regarding the Agreement on the Provision of a Registered Office for the Client’s business corporation or a sole trader under the Agreement on the Provision of a Registered Office concluded between the Provider and the Client (hereinafter the “Agreement”). The Agreement was negotiated, concluded, and signed electronically, and these Terms and Conditions form its further content and an integral annex.
2. Provision of the Registered Office
2.1 Under the conditions set out in the Agreement, the Provider shall secure for the Client the consent to the provision of a registered office and the designation of the Client’s company in/on the building (property) at the address of the registered office according to the Agreement.
2.2 The Provider shall secure the written consent of the property owner to the location of the Client’s registered office within the meaning of Act No. 304/2013 Coll., on Public Registers, allowing the registration of the Client’s registered office in the relevant public register.
2.3 The Client shall provide the Provider with the necessary cooperation so that the Provider can fulfill its contractual obligations towards the Client.
3. Billing of Services
3.1 The Client shall pay the Provider a flat-rate fee for the provision of the registered office in the amount according to the chosen product, the address of the registered office, and the chosen period (1 year, 2 years, or 6 years) for which the Agreement is concluded (hereinafter also the “Flat-rate fee”).
3.2 The Flat-rate fee for the provision of the registered office is payable to the Provider’s account using the method chosen by the Client, either by bank transfer based on a request for payment, an instant bank transfer, or online by card upon concluding the Agreement. The remuneration is considered duly paid on the day it is credited to the Provider’s account or by completing the online card payment.
3.3 In the event that the amounts anticipated by the Agreement are subject to Value Added Tax (VAT), the Value Added Tax shall be added in the amount determined by generally binding legal regulations as of the date of the taxable supply.
4. Execution of the Provision
4.1 On the next business day following the payment of the full amount according to paragraph 3.1 to the Provider’s account, the Provider shall send the Client, according to their choice, a digitally signed consent to the location of the registered office via email or data box, or in paper form by post. At the same time, the Provider shall affix a label indicating the registered office on the building where the registered office is located, as required by the valid Trade Licensing Act, and the Provider shall simultaneously email the Client a tax document regarding the payment.
4.2 The fulfillment of the Agreement by the Provider (securing the consent to the location of the registered office and marking the building with a label) is considered provided by issuing and sending the consent to the location of the registered office to the Client. The Provider is not responsible for whether the Client fully utilizes the consent, uses it only for a part of the duration of the Agreement, or does not use it at all. The paid fee for the provision of the registered office is non-refundable, to which the Client expressly agrees.
5. Duration and Termination of the Agreement
5.1 The Agreement is concluded for a fixed term – for a period chosen by the Client upon concluding the Agreement (hereinafter also the “Period”), starting from the day the Provider sends the consent to the location of the registered office to the Client. The consent to the location of the registered office will also be provided for the chosen Period. Upon termination of the Agreement in any valid manner, the consent will be withdrawn as of the date of termination of the Agreement.
5.2 The Agreement may be terminated by a written agreement of both contracting parties.
5.3 The Provider is entitled to terminate the Agreement without a notice period if (i) the Client breaches the obligation to inform the Provider of the commencement of insolvency proceedings or entry into liquidation, or (ii) the Client grossly violates the principles of fair trade.
5.4 The Client is entitled to terminate the Agreement without a notice period in the event that the Provider, without a serious reason, stops providing the services agreed upon in the Agreement for a period longer than 1 month.
5.5 The termination becomes effective on the day the notice of termination is delivered to the other party.
5.6 If the Agreement is terminated in any valid manner, the Client shall deliver to the Provider, within 30 days at the latest, an extract from the relevant public register certifying the change of the Client’s registered office, or the relocation of the Client’s registered office to another address.
5.7 If the Client fails to register the change of the registered office in the public register to another address within 30 days after the termination of the Agreement, the Provider remains entitled to the fee for the provision of the registered office for each month the registered office is not deregistered to another address. In this case, the amount of the monthly fee is set by the Agreement in full at CZK 490 + VAT. This monthly fee is always payable on the last day of the calendar month in which the Client’s business corporation is seated at the address of the provided registered office.
5.8 The contracting parties shall immediately inform the other party of entry into liquidation, declaration of bankruptcy, permitted settlement, commencement of insolvency proceedings, or execution, or that any of these events may occur, as soon as they learn of such a possibility; otherwise, they are liable for the resulting damage.
5.9 The Provider and the Client have agreed that the Provider is not liable for damages caused by them when fulfilling obligations under the Agreement, and the Client hereby waives any potential claims for damages against the Provider.
6. Extension of the Agreement
6.1 The contracting parties have agreed that the Agreement can be extended immediately before its termination, i.e., before the expiration of its validity for the next Period, in the following manner: In the last month, the Provider may send the Client to the contact email address specified in the Agreement a request for payment of the Flat-rate fee for the next Period. If the Client pays the Flat-rate fee for the next Period by the end of the Agreement’s validity, the Agreement is extended for the next Period under the conditions agreed in the Agreement and in these Terms and Conditions, provided that the request for payment will contain a price proposal customary in the place and time. In this way, the validity of the Agreement may be extended repeatedly, but each extension corresponds at most to the Period, i.e., the duration of the Agreement for which it was initially negotiated upon its conclusion. If the Provider does not send a request for payment under this paragraph, it is considered that the Agreement ends upon the expiration of the period for which it was negotiated, and the Client is obliged to fulfill the arrangements according to paragraphs 5.6 and 5.7 of these Terms and Conditions.
6.2 If the payment for the next Period is not made within the specified period by the end of the Agreement’s validity, the contracting parties agree that the contractual relationship established between them by the Agreement on the Provision of a Registered Office expires, with the exception of the right to the payment of the monthly fee according to paragraph 5.7 of these Terms and Conditions.
7. If the Agreement is terminated prematurely for any reason, the contracting parties agree that the Provider is not obliged to return the paid Flat-rate fee or any part thereof to the Client.
8. Miscellaneous
8.1 The Client bears full responsibility for the correct completion of data in the Agreement, including typographical errors. In the event that the Client requests a change of data on the consent to the location of the registered office, the Provider will assess whether it is indeed just a typographical error and, at its discretion, issue a new consent to the location of the registered office with corrected data. The one-time fee for issuing a new consent to the location of the registered office is CZK 1,000 + VAT. The fee is payable based on a request for payment issued by the Provider prior to issuing the new consent to the location of the registered office.
8.2 The natural person concluding the Agreement declares that, as of the date of concluding the Agreement, they are authorized to act on behalf of the legal or natural person to whom the consent to the location of the registered office is provided based on this Agreement.
9. Delivery of Documents
9.1 If the Agreement anticipates the delivery of a document, it is delivered via a postal service provider to the registered office address of the contracting parties and simultaneously to the Provider’s email address obchod@comeflex.cz
and the Client’s email address provided by the Client when negotiating the Agreement, unless the contracting party provides a different delivery address in writing. If it is not proven that the document was delivered on another day, it is considered to have been delivered on the 3rd day after its dispatch in accordance with Section 573 of the Civil Code.
9.2 The Client grants the Provider consent to send invoices for services delivered under the concluded Agreement on the Provision of a Registered Office (or for other provided services) in electronic form via email communication to the provided email address for sending invoices in PDF format. At the same time, they acknowledge that they will not receive invoices in paper form. In the event of a change of email address, the Client undertakes to immediately notify the Provider of this change.
10. Personal Data Processing
10.1 The Client grants the Provider, in accordance with Act No. 101/2000 Coll. and the General Data Protection Regulation (GDPR), consent to process the data provided in this Agreement to COMEFLEX CONSULTING s.r.o., with its registered office at nám. 14. října 1307/2, 150 00 Prague 5, for inclusion in the database for the purpose of sending commercial communications concerning the offer of services provided or mediated by the Provider, for an indefinite period. The Client grants the consent to the processing of personal data to the Provider voluntarily and may revoke it at any time free of charge via the email info@comeflex.cz. The contact will not be provided to a third party, except in cases where the Provider is required to do so by applicable legal regulations. Further information on the processing and protection of personal data is published in the Personal Data Processing document on the Provider’s website: https://comeflexoffice.cz/zpracovani-osobnich-udaju/
11. Dispute Resolution
11.1 The contracting parties undertake to resolve disputes or discrepancies arising from or in connection with the Agreement primarily amicably. In the event of disputes, the Contracting Parties, referring to the provisions of Section 89a of the Civil Procedure Code, have agreed that all potential disputes arising from and in connection with the Agreement shall be resolved at the District Court for Prague 1, or, if a regional court has substantive jurisdiction in the first instance, this court shall be the Municipal Court in Prague.
11.2 Complaint handling. Information on the handling of complaints and other submissions is published in the Complaints Procedure document on the Provider’s website: https://comeflexoffice.cz/relkamacnirad/
12. Declarations of the Contracting Parties
12.1 Each party hereby declares to the other party that:
• it is an entrepreneur (business entity) and acts within its business activity when concluding this Agreement,
• it has no rights against the other party arising from pre-contractual liability (i.e., from acts or omissions of this other party during negotiations on the conclusion of this Agreement),
• it assumes the risk of a change in circumstances within the meaning of Section 1765 (2) of the Civil Code; therefore, in the legal relationship under this Agreement, neither party may exercise the right to reopen negotiations on the Agreement due to a substantial change in circumstances under Section 1765 (1), nor the right to change or cancel this Agreement by a court under Section 1766 of the Civil Code,
• it was not the weaker contracting party when concluding this Agreement.
12.2 The parties declare that all provisions of this Agreement are the result of mutual free negotiation by both parties. It follows that:
• it is not a contract of adhesion according to Section 1798 (1) of the Civil Code (Sections 1799 and 1800 of the Civil Code are expressly excluded by the mutual will of both parties),
• no provision of this Agreement was enforced by one (stronger) contracting party against the will of the other (weaker) contracting party,
• no provision of this Agreement can be surprising to the other party within the meaning of Section 1753 of the Civil Code, and
• no term used in this Agreement nor any provision of this Agreement can be interpreted to the detriment of one of the parties on the grounds that it was the first to use it during negotiations or propose it for the Agreement.
12.3 The person acting on behalf of the Client hereby expressly declares and confirms that they are a person authorized to make all legal acts on behalf of the Client regarding the location of the registered office, and at the same time confirms that all contacts provided by them during negotiations with the Provider are binding upon them in further dealings (especially sending electronic invoices and other documents).
13. Final Provisions
13.1 The contracting parties have agreed that the Provider has the right to unilaterally change these Terms and Conditions in the event of a change in circumstances that existed at the time of the conclusion of the Agreement and in the event that the need for this change arises from the nature of the binding relationship between the Provider and the Client. The Provider has the right to change the Terms and Conditions to the extent that this change appears reasonable and proportionate to the given circumstances.
13.2 The Provider is obliged to send a written notice of the change to the Terms and Conditions and its scope to the Client at their contact email address and registered office address within 30 days after such change. The Client has the right to reject the change to the Terms and Conditions and terminate the Agreement for this reason with a notice period of 3 months, which begins to run from the delivery of the notice of the change to the Terms and Conditions by the Provider to the Client.
13.3 The Agreement is not dependent on another contract or legal act concluded between the contracting parties within the meaning of Section 1727 of the Civil Code. This Agreement is the only binding legal act of the parties in relation to its subject matter and supersedes all prior agreements and legal acts of the contracting parties in relation to the subject matter of this Agreement; in particular, any offers or their confirmations made prior to the conclusion of this Agreement are not binding in the legal relationship between the contracting parties under this Agreement. No rights or obligations arise for third parties based on this Agreement unless expressly stated otherwise in this Agreement.
14. If any provision of this Agreement becomes or is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Agreement. In such an event, the Contracting Parties have agreed to replace the invalid or unenforceable provision without undue delay with a valid and enforceable provision in order to achieve, to the maximum extent permitted by legal regulations, the same effect and result as pursued by the replaced provision.
15. The Client is not entitled to state or otherwise communicate the registered office located based on the obtained Consent to its customers as a business premises, collection point, place designated for complaints, dispensing point, or any other place serving for contact between the Client and the customer.
16. Signature and Conclusion of the Agreement
16.1 The handwritten signature of the Client and the Provider is replaced by a legal act of the Client and the Provider, by which the Client and the Provider have expressed their will to conclude the Agreement between themselves. By this legal act, the Agreement becomes valid and effective.
16.2 The payment of the Flat-rate fee to the Provider’s account is considered a legal act of the Client according to paragraph 16.1.
16.3 The sending of the consent to the location of the registered office to the Client in the manner chosen by the Client (by post, email, data box) is considered a legal act of the Provider according to paragraph 16.1.
16.4 The Agreement is considered signed and concluded at the moment when the Provider, after receiving the payment from the Client, sends the Client the consent to the location of the registered office.
16.5 The legal acts of the Provider and the Client fully replace the handwritten signature of the document, to which the Contracting Parties agree. The Agreement becomes valid and effective on the day of its conclusion. Simultaneously with the Agreement, these Terms and Conditions to the Agreement, which are an integral part thereof, become valid and effective.
17. The Agreement is drawn up in two counterparts, and the contracting parties declare that they have read the Agreement and the Terms and Conditions to the Agreement, agree with them, and conclude the Agreement and the Terms and Conditions to the Agreement via means of distance communication based on their serious and free will.