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Accounting Agreement
____________________, hereinafter referred to as the "Company", represented by _____________, General Director, acting on the basis of the Charter, on the one part, and ___________________, hereinafter referred to as the "Customer", represented by ______________, acting on the basis of by-laws, on the other part, hereinafter referred to jointly as the "Parties" and individually as the "Party", have concluded this Agreement (hereinafter referred to as the "Contract") on the following bases.

1. SUBJECT OF CONTRACT


1.1.The Customer entrusts, and the Company undertakes an obligation to provide the Russian Representative Office of the Customer (INN ___________, KPP ___________, located at the following address: __________________________) hereinafter referred to as The Customer's Representative Office, with the following services:
1.1.1. Accounting, bookkeeping and tax reporting of the Customer's Representative Office within the validity term of this Contract and submission of accounting and tax reports for the above mentioned period to the tax authorities, statistical agencies and state off-budget funds in accordance with established procedures and in due time as provided by the current legislation of the Russian Federation.
1.2. The scope of services provided by the Company is agreed on by the Parties in Addendum № 1 to this Contract ("Division of Tasks").
1.3. The Company shall provide its services in accordance with its disposable licenses and certificates, if such services provision is subject to licensing under the current legislation of the Russian Federation.

2. RIGHTS AND OBLIGATIONS OF THE COMPANY


2.1. The Company shall provide its services in accordance with the Customer's interests and the current legislation of the Russian Federation.
2.2. Under the terms of this Contract the Company shall not be obliged to initiate services provision until payments are received as provided by Article 4 of this Contract.
2.3. The Company holds the rights to request the necessary additional documents and/or information from the Customer For the services provision under the terms of this Contract. The Company shall guarantee the safety of the documents received from the Customer. The documents shall be provided by the Customer to the Company in compliance with the Documentation Receipt Act.
2.4. The Company shall be obliged to keep confidential all information regarding the Customer's activity, acquired in the process of services provision, except when otherwise provided by the current legislation of the Russian Federation, or when the written confirmation of the Company is given.
2.5. Providing the services the Company shall take into account all alternatives available to the Customer in accordance with his particular situation. The Customer may be offered several solutions on issues, set as initial data for the services provision under this Contract. The Customer takes on the responsibility for decisions on each particular issue.
2.6. Under the terms of this Contract the Company shall without any delay notify the Customer of the impossibility of any services provision that is caused by the reason or circumstances beyond the Company's reasonable control. Otherwise the Company shall be responsible for the consequences of undue notification thereof.
2.7. With the prior consent of the Customer the Company may outsource services provision in order to fulfill the obligations under this Contract.

3. RIGHTS AND OBLIGATIONS OF THE CUSTOMER


3.1. The Customer shall be obliged to pay for the services, provided by the Company under this Contract, in due time and as provided by Article 4 of this Contract.
3.2. Having signed this Contract the Customer shall be obliged to provide the Company with all the necessary bookkeeping documentation of the Customer's Representative Office within the following terms and procedure.
The necessary bookkeeping documentation for the first half of each month shall be presented by the 20th day of that month.
The necessary bookkeeping documentation for the second half of each month shall be presented by the 5th day of the following month.
Besides within the validity period of this Contract the Customer shall be obliged to provide the necessary additional documents and information upon the written inquiry from the Company not later than on the fifth working days since the date of the receipt of the inquiry.
In case the Customer fails to deliver the documents (provide the information) in due period, the Company shall not be responsible for failure to provide or undue provision of services under this Contract.
3.3. The Company shall not be responsible for the Customer's failure to follow the recommendations, received as a result of services provision under this Contract.
3.4. The Customer shall not be entitled to receive any information from the Company in regards to third parties. The Company provides consultancy only on the issues related to the Customer's activity.
3.5. The Customer shall be obliged to sign the Acceptance of Services Provided Act within 10 (ten) working days since the receipt thereof. This Act shall be deemed as signed by the Customer, and services shall be deemed as accepted, if by the expiry date of the above period no written claim has been raised by the Customer as to the quality of services provided.

4. VOLUME OF SERVICES AND PAYMENT CONDITIONS


4.1. The monthly cost the services stipulated in Article 1.1.1. of this Contract results in __________________, including VAT of 18% in the amount of USD ______________________________. The quarterly payment __________________, including VAT of 18% in the amount ______________________________________________ is due not later than by the 25th day of the first month of the corresponding quarter.
4.2 The payment for the Company's services for the first quarter of the services provision under this Contract in the amount stipulated by Article 4.1. of this Contract shall be made by the Customer within 5 (five) days since the execution date of this Contract.
4.3. In case the workload of the services provided under this Contract increases (including the increase of the documentation work of the Customer's Representative Office and/or new activities conducted by the Customer) the Company shall notify the Customer thereof and will have the right to reconsider the cost of the services (including the cost of the services provided).
In case the Parties do not agree on the changes in the cost of the services within 30 days the Company shall be entitled to repudiate its obligations under this Contract unilaterally giving the Customer a notification thereof 15 (fifteen) days prior to the prospective date of the Contract rescission
4.4. If the Customer delays the provision the necessary bookkeeping documentation for more than 5 (five) days, as provided by Article 3.2 of this Contract, the Company shall be entitled to reconsider the cost of the services (including the cost of the services provided). In case the Customer does not agree with the Company's decision the latter shall be entitled to repudiate its obligations under this Contract.
4.5. The Company's extra charge invoice referred to in Articles 4.3 and 4.4 of this Contract shall be due within 5 (five) banking days since the receipt thereof by the Customer.
4.6. Should the documents be translated into Russian, the Customer shall reimburse the translation expenses according to a separate invoice issued by the Company.
The cost of translation services shall be calculated as follows: _____________________ including VAT 18% per page. One page equals to 1500 characters.
4.7. Should the copies of the documents be notarized the Customer pays for notarization expenses according to a separate invoice issued by the Company.
The Company's expenses as for cost of notarization shall be calculated as follows: ___________________ including VAT 18% per page.
4.8. The Customer pays to the Company for all the mailing and other expenses of the Company related to the documents delivery according to a separate invoice issued by the Company.
4.9. The payment under this Contract is cashless by transfer of monetary funds to the Company's account or other account specified by the Company in writing.
The payment is deemed to be made upon its transfer to the Company's account or other account specified by the Company in writing. The Customer's obligation as for services payment shall be deemed as fulfilled as soon as monetary funds are credited to the Company's account.

5. LIABILITY OF THE PARTIES


5.1. For failure to perform or improper performance of obligations under this Contract the Parties shall be liable as provided by this Contract, otherwise as provided by the current legislation of the Russian Federation.
5.2. For failure to perform or inefficient performance of obligations under this Contract the Company shall be liable within the payment, received by the Company as provided by Article 4 of this Contract.
5.3. The Company shall not be liable for the services provided under this Contract in case the data (information) and documents presented by the Customer were contrary to the facts.

6. FORCE-MAJOR


6.1. The Parties shall not be liable for failure to perform or improper performance of obligations under this Contract in case this failure to perform or improper performance of obligations is caused by force-major circumstances recognized as such circumstances by the current legislation of the Russian Federation. In this case obligations performance terms stipulated in this Contract are extended to the period of force-major circumstances.
6.2. Force-major circumstances are those recognized by the current legislation of the Russian Federation acts of God, which occur beyond the will of the Parties and could not be foreseen or avoided, including fires, earthquakes, floods, explosions, acts of terrorism, and other spontaneous phenomena, as well as issue of governmental authority act, making it impossible to perform obligations.
6.3. The Party unable to perform its obligations under this Contract due to force-major circumstances shall be obliged to notify in 5 (five) working days the other Party in writing of such circumstances occurrence or cessation that obstructed the performance of these obligations.
6.4. Failure to notify or improper notification shall deprive the corresponding Party of the right to allege force-major circumstances as the reason for failure to perform its obligations under this Agreement.
6.5. In case force-major circumstances last longer than two months, the Parties shall agree upon the procedure of the further performance of obligations under this Contract.

7. DISPUTES SETTLEMENT


7.1. Any disputes and disagreements arising during the performance of the obligations under this Contract are subject to settlement by means of negotiations between the Parties. If a dispute cannot be settled by means of negotiations, the Parties shall submit it to the Arbitration Court of Moscow for consideration.

8. RESCISSION OF THE CONTRACT


8.1. This Contract can be rescinded either by agreement between the Parties, or as declared by this Contract, or in compliance with the current legislation of the Russian Federation.
8.2. In case the Customer fails to make the payment for the services in due time and as provided by Article 4 of this Contract the Company shall be entitled to refuse to perform the obligations under this Contract entirely or partially.
8.3. The Customer shall be entitled to claim the rescission of this contract in case of culpable neglect or repeated (at least twice) improper performance of obligations by the Company under this Contract.

9. SERVICES ACCEPTANCE


9.1. Services acceptance shall be brought into effect by means of Services Acceptance Act compiled in writing and signed by the Parties.
9.2 The Company shall provide the Customer with the Services Acceptance Act on the last working day of each month, within which the services were provided.

10. VALIDITY OF THE CONTRACT


10.1. This Contract shall come into force since __________________and shall be valid till _____________________ inclusive, except the incidents specified in Article 8 of this Contract. In regards to the services payment this Contract is valid until the Customer fully performs his obligations.

11. ADDITIONAL TERMS


11.1. The law of Russian Federation shall be applicable to the terms and conditions of this Contract.
11.2. In regards to other cases that are not regulated by this Contract the Parties shall apply the current legislation of the Russian Federation or the agreement between the Parties.
11.3. Any amendment and/or addendum to this Contract shall be drawn up in writing and signed by authorized representatives of the Parties.
11.4. Any notification either regulated by this Contract or not shall be drawn up in writing. A notification shall be sent to the other Party using the address specified in this Contract. Notification or any other information received on nonbusiness day shall be deemed to be delivered on the following working day. The Parties shall be entitled to notify one another by means of post, telex, facsimile and electronic mail. A notification sent by one of the above specified means shall be deemed as due.
11.5. Inefficiency of one or several clauses of this Contract shall not cause the inefficiency of the Contract as the whole.
11.6. In this Contract the headings of the Articles shall have no effect on their contents and interpretation. Unless otherwise specified in the Contract, terms in singular may be assumed as those in plural and vice versa.
11.7. The Parties shall be obliged to notify one another in 5 (five) working days since the date of the change occurred in the following: name, status, payment requisites, postal and legal addresses, telephone numbers, changes in chief staff and other facts essential to the performance of the obligations under this Contract.
11.8. All the documents referred to in this Contract represent an integral part of this Contract.
11.9. This Contract is drawn up on 10 (ten) pages in Russian and English languages in two copies, one copy of the Contract for each of the Parties. Each language version and copy of this Contract are of equal legal power.

12. ADDENDUM TO THE CONTRACT


12.1. Addendum No1: " Division of Tasks under Contract".

13. LEGAL ADDRESSES AND REQUISITES OF THE PARTIES

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