1. Scope and contracting party
These Terms & Conditions (“Terms”) are issued by Artlex Consult s.r.o., IČO 17286417, Prague, Czech Republic, operating under the LEX ARTA brand (“LEX ARTA”). They apply to professional regulatory, compliance, risk, licensing-support, data-protection, training and related advisory services supplied to a client acting in the course of business (“Client”).
These Terms apply when incorporated into, attached to or referenced by an engagement letter, proposal, statement of work, order confirmation or other written service confirmation. Website use alone does not create an advisory engagement.
2. Engagement documents and priority
The specific scope, deliverables, assumptions, timetable, fees and project contacts are stated in the relevant written engagement document. If that document conflicts with these Terms, the engagement document prevails to the extent of the conflict.
An engagement begins when the parties sign the relevant document, Artlex confirms acceptance in writing, or the Client pays an invoice or instructs work to begin on terms already communicated in writing.
3. Nature and scope of services
Artlex provides regulatory and compliance advisory services within the agreed scope. Artlex Consult s.r.o. is not a Czech law firm and does not provide reserved legal representation or other services that require a professional licence it does not hold. Where locally regulated or reserved work is required, Artlex may coordinate with or refer the Client to an appropriately authorised independent professional, subject to separate terms where applicable.
Advice and deliverables are based on the facts, documents, assumptions and law available at the relevant time. Unless expressly agreed, Artlex has no continuing duty to update completed work for later legal, regulatory or factual developments.
No licence, registration, regulator decision, bank acceptance, funding outcome or other third-party result is guaranteed. Decisions remain with the relevant authority or third party.
4. Subcontractors and local specialists
Artlex may use suitable subcontractors, technical specialists or independent local counsel where reasonably necessary to perform the agreed services. Unless otherwise stated in writing, Artlex remains responsible to the Client for the services it has agreed to provide, but is not responsible for services contracted directly between the Client and an independent third party.
5. Client obligations
The Client must provide complete, accurate and timely information, documents, instructions, access and decisions reasonably required for the engagement. Artlex may rely on materials supplied by or for the Client without independent verification unless verification is expressly included in scope.
The Client must notify Artlex promptly of material changes. Delays or additional work caused by incomplete, inaccurate or late information may affect the timetable and fees.
6. Client acceptance, AML and sanctions
Artlex may conduct conflict, identity, ownership, sanctions, adverse-information and risk checks proportionate to the engagement. The Client must provide requested information about itself, beneficial owners, controllers, representatives, business activities and source of funds where reasonably required.
Artlex may decline, pause or terminate an engagement where information is not provided, a conflict or material compliance concern arises, payment is overdue, or continued work could breach law, professional obligations or Artlex’s documented risk policies. Artlex may be legally restricted from explaining some compliance decisions.
7. Fees, expenses and payment
Fees, currency, payment milestones and included work are set out in the engagement document or invoice. Fixed fees cover only the stated scope and assumptions. Work outside scope requires written agreement and may be charged separately.
Unless stated otherwise, invoices are due within 14 calendar days. Fees are exclusive of VAT and similar indirect taxes where applicable. The Client is responsible for bank and transfer charges so that Artlex receives the invoiced amount.
For overdue amounts, Artlex may charge statutory default interest and recovery costs available under applicable law and may suspend further work after reasonable notice.
8. Confidentiality
Each party must protect non-public information received in connection with the engagement and use it only for the engagement or related legal, compliance and administrative purposes. Disclosure is permitted to personnel, subcontractors, insurers, auditors, banks and professional advisers who need the information and are subject to appropriate duties, and where required by law, regulation, court order or competent authority.
These obligations do not apply to information that is lawfully public, already lawfully known without restriction, received lawfully from another source, or independently developed without using confidential information.
9. Data protection
Each party must comply with data-protection law applicable to its role. The Client must ensure that personal data supplied to LEX ARTA may lawfully be disclosed and processed for the engagement. Further information about controller processing appears in the Privacy Policy. Where Artlex Consult s.r.o. processes personal data on the Client’s documented instructions as a processor, the parties will put appropriate processor terms in place where required.
10. Deliverables and intellectual property
After full payment, the Client receives a non-exclusive, non-transferable right to use engagement deliverables for the purpose for which they were prepared. Artlex retains rights in its pre-existing materials, methods, templates, know-how, generic content and tools.
Deliverables are prepared for the named Client and agreed purpose. A third party may not rely on them without Artlex’s prior written consent. Disclosure required by law or a competent authority is permitted, subject to prior notice where lawful and practicable.
11. Liability
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for intentional misconduct, gross negligence, harm to natural rights or any other liability protected by mandatory law.
Subject to mandatory law and the engagement document, Artlex is not liable for indirect or consequential loss, loss of profit, revenue, opportunity, anticipated savings or goodwill, or loss caused by inaccurate or incomplete Client information, Client delay, third-party systems, or decisions of regulators, banks and other authorities.
To the extent permitted by mandatory law, Artlex’s aggregate liability arising from a specific engagement is limited to the total fees paid or payable to Artlex for that engagement during the 12 months preceding the event giving rise to the claim. A different cap may be agreed in the engagement document.
12. Suspension and termination
Either party may terminate an engagement in accordance with the engagement document. If no notice period is stated, either party may terminate on reasonable written notice. Artlex may suspend or terminate immediately for material non-payment, serious non-cooperation, illegality, sanctions exposure, conflict or material compliance risk.
The Client remains responsible for fees for work performed and committed third-party costs up to the effective termination date. Clauses intended by their nature to survive termination, including confidentiality, payment, intellectual property, data protection and dispute provisions, remain effective.
13. Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it takes reasonable steps to mitigate the effects and informs the other party when practicable. Payment obligations for services already performed are not excused.
14. Notices and complaints
Routine communications may be sent to the project contacts by email. Formal notices should be sent to the address stated in the engagement document, with a copy to info@artlexconsult.com.
A complaint should identify the engagement, relevant facts and requested resolution. Artlex will acknowledge it and seek to provide a substantive response within a reasonable period having regard to complexity.
15. Governing law and courts
Unless the engagement document expressly states otherwise, the engagement and these Terms are governed by Czech law, and disputes are subject to the jurisdiction of the competent courts of the Czech Republic.
16. General provisions
The engagement document and these Terms form the entire agreement for the agreed services and replace earlier proposals or discussions on the same subject, except for any separate confidentiality agreement that is stated to continue.
If a provision is invalid or unenforceable, the remaining provisions continue in effect. Failure to enforce a right is not a waiver. Neither party may assign the engagement without the other party’s consent, except that Artlex may assign it as part of a genuine business transfer with notice to the Client.
Artlex may update these Terms for future engagements. The version accepted or incorporated at the start of an engagement continues to apply unless the parties agree otherwise in writing.