Mandate agreement template
Engaging another company or sole trader to arrange a business matter for a fee, under the Slovak Commercial Code
This document rests on a fixed pattern prepared by Paragrafo; it is not a law firm template. Its wording is not written by AI, only the details from the form are filled in. For a non-standard situation we recommend a solicitor.
Law in force as at
Mandátna zmluva
- I. Zmluvné strany
- II. Predmet zmluvy
- III. Čas plnenia
- IV. Odplata a náklady
- V. Práva a povinnosti strán
- VI. Skončenie zmluvy
Under a mandate agreement, the agent undertakes to arrange a certain business matter for the principal, on the principal's account and for a fee, either by legal acts in the principal's name or by other activity. The principal undertakes to pay the fee.
It is a contract type of the Commercial Code. Businesses conclude it in their business activity, for example when a company engages another company or a sole trader to negotiate with suppliers, obtain permits or manage part of its affairs.
The agent acts with professional care and according to the principal's instructions. Unless agreed otherwise, the agent is entitled to the fee once the activity has been duly carried out, even if it did not bring the expected result.
Who needs this document
- A company engaging another company or sole trader to arrange a specific business matter
- A sole trader or agency negotiating, arranging or representing on behalf of a client
- Cooperation in which the other party acts in the company's name and needs a power of attorney
- Ongoing management of a client's affairs for a monthly flat fee
What the document must contain
- The business matter the agent will arrange, described so that it is clear what is to be done
- Whether the agent acts in the principal's name and, if so, the scope of the written power of attorney
- The fee: a fixed amount, a monthly flat fee or an hourly rate, and when it becomes due
- How the agent's expenses are reimbursed
- The time for performance or the term of the agreement
- Termination rules, if they are to differ from the statute
Legal basis
Commercial Code
Governs the mandate agreement as a separate contract type: the duties of agent and principal, the power of attorney, the fee, reimbursement of expenses, liability for entrusted items and termination. Between businesses it also governs late payment interest and invoice payment terms.
Most common mistakes
No power of attorney
If the agent is to act in the principal's name, the principal must issue a written power of attorney in time. The agent's undertaking to act in the principal's name does not replace it, even if the other side of the negotiation knows about it.
Fee tied to success without agreeing it
Unless the agreement provides otherwise, the agent is entitled to the fee once the activity has been duly carried out, regardless of whether it brought the expected result. Anyone who wants to pay only for success must agree so expressly.
The principal terminates and thinks nothing is owed
The principal may terminate the agreement at any time. For activity duly carried out until the termination takes effect, however, the agent is entitled to reimbursement of expenses and a reasonable part of the fee.
Expenses without a rule
The principal reimburses expenses the agent incurred necessarily or usefully, unless their nature shows they are included in the fee. If the parties do not want this, they must agree that the fee covers expenses, or set a limit above which consent is needed.
Invoice payment term longer than 60 days
Between businesses, the payment term may not exceed 60 days from delivery of the invoice, unless the parties expressly agree otherwise and the agreement is not grossly unfair to the creditor.
Frequently asked questions
How does a mandate agreement differ from a service agreement?
A mandate agreement is a Commercial Code contract type for arranging a business matter on the principal's account, often also in the principal's name. The statute has its own rules on instructions, the power of attorney, the fee, expenses and termination. A service agreement has no such rules, so the parties must agree on everything themselves.
Can the principal terminate a mandate agreement at any time?
Yes, in part or in full. Unless the notice sets a later date, it takes effect on the day the agent learned or could have learned of it. The parties may, however, agree otherwise, for example on a notice period.
When can the agent terminate?
The agent may terminate with effect at the end of the calendar month following the month in which the notice was delivered to the principal, unless the notice gives a later date. If the interruption would cause the principal damage, the agent must point out the measures needed to prevent it.
Is the agent liable if a third party fails to perform what the agent agreed with it?
No, unless the agent guaranteed in the agreement that the third party's obligations would be performed.
Can the agent have someone else arrange the matter?
Yes, unless the agreement requires the agent to arrange it personally. The agent is then liable as if arranging the matter themselves.
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