Contracts and commercial relationships · Slovakia
Mandate and brokerage agreement
Commercial agent, broker, mandatary or commission agent. Each cooperation model has its own agreement type and rules. We select the right one and address the most frequent sources of disputes: exactly when commission becomes due, what exclusivity covers and what happens to commission after cooperation ends.
- All types of representation and brokerage agreements
- Unambiguous commission mechanism
- Fees agreed in advance
What we'll do for you
Drafting or reviewing an agreement for either party, from selecting the correct type to rules for the day cooperation ends.
Select an item to see the details.
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Initial consultation and agreement type
The distinction is not academic — it determines who acts in their own name or the client's name, for whose account and who bears the risk. A mandatary acts in the principal's name and for the principal's account (§ 566 of the Commercial Code), a commission agent acts in its own name for the principal's account, and a broker merely arranges the transaction. We select the type matching how your cooperation actually works.
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Tailored agreement
Commercial mandate, civil mandate, commission agency, brokerage (§ 642 of the Commercial Code) or commercial agency (§ 652) — covering authority, instructions, professional care and reimbursement of costs.
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Commission mechanism
The most common dispute: does entitlement arise from procuring an opportunity or only when the transaction is concluded? The law allows both (§ 644 and § 645 of the Commercial Code), so the agreement must state this expressly. We define entitlement, payment dates, calculation and how transactions are evidenced.
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Exclusivity and non-compete restrictions
Exclusive agency for a territory or customer group, what the agent and principal may do alongside the relationship — and penalties for breach drafted to be as effective as possible in practice.
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Termination and post-termination commission
Notice periods, entitlement to commission on transactions negotiated before termination and, for commercial agency, an indemnity for the customer base developed (§ 669 of the Commercial Code), including when no entitlement arises.
Deliverablean agreement ready for signature + a clear summary of the commission mechanism and termination rules
How it works
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- Consultationday 0
We review how cooperation will actually work and your risks, then determine the agreement type and key commission terms.
- Draft agreement
We prepare a tailored agreement or review the one supplied, with a clear summary of the commission mechanism and termination rules.
- Refinement and signingat your pace
We assess the other party's comments, identify those weakening your position and prepare final wording for signature.
No-obligation enquiry
Ready to start?
Send us an enquiry. We usually reply within 24 hours with a price confirmation and next steps. The first 30-minute consultation is free and commits you to nothing.
- 1Send your enquiry via this form
- 2Usually within 24 h you get a price confirmation and plan
- 3We start work only after your approval
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What clients ask
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When does commission entitlement arise — when the transaction is concluded or earlier?
This is the most frequent dispute under these agreements. By law, a broker becomes entitled to commission when the brokered agreement is concluded (§ 644 of the Commercial Code), but the parties may agree that procuring an opportunity is sufficient (§ 645). If the agreement is silent or ambiguous, each party interprets it in its own favour. We therefore expressly define when entitlement arises, payment dates and the calculation basis.
What is the difference between mandate, commission agency and brokerage agreements?
They differ in who acts externally and for whose account. A mandatary acts in the client's name and for its account — agreements signed bind the client directly. A commission agent acts in its own name but for the client's account. A broker does not act in the transaction itself — it introduces opportunities and the client concludes the deal. In non-business relationships, a civil mandate agreement under the Civil Code serves a similar role. The type determines liability and tax and accounting consequences, which is why we begin there.
What does exclusive commercial agency mean?
The principal undertakes not to use another agent within the agreed territory or transaction category, and within that scope the agent may not act as commercial agent for anyone else, not only for competitors, nor conclude transactions on its own account or for another person (§ 665 of the Commercial Code). We precisely define the territory, transaction category and whether the agent receives commission on transactions the principal concludes independently in its territory — without this, exclusivity means little.
Is a commercial agent entitled to an indemnity when cooperation ends?
Possibly. If the agent brought new customers to the principal or substantially developed business, and the principal continues to derive substantial benefits after termination, and paying an indemnity is equitable in all the circumstances, an indemnity of up to average annual commission is due (§ 669 of the Commercial Code). The claim must be asserted within one year of termination and does not arise at all in some cases. We also address commission on transactions already under negotiation before cooperation ended.
Who is liable if an agent exceeds instructions?
Mandataries and agents must act with professional care and follow the client's instructions; departures are permitted only exceptionally in the client's interests. If they exceed instructions, they are liable for resulting damage. We therefore clearly define authority, how instructions are given and what happens when the agent exceeds them — protecting both parties.
Legal Q&A
Common questions on this topic
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Our commercial agency agreement has ended. Is the agent still entitled to commission on later transactions?
Possibly. The Commercial Code grants commission after termination where a transaction results mainly from the agent's activity and takes place within a reasonable period, or where the third party's order arrived before termination. This rule can be varied or excluded by agreement. Alongside it, however, the indemnity under Section 669 is mandatory and cannot be waived in advance. The agent must assert that right within one year of termination.
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We want to end a mandate contract. When does the notice take effect and what must we pay the mandatary?
As the mandator you may terminate a mandate contract under the Commercial Code at any time, in whole or in part; unless the notice specifies a later date, it takes effect on the day the mandatary learned or could have learned of it. The mandatary is, however, entitled to reimbursement of necessary and purposefully incurred costs and to a proportionate part of the remuneration for the activity properly carried out until the notice takes effect. The mandatary may also terminate, but their notice takes effect only at the end of the calendar month following the month in which it was delivered to you.
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We gave goods to a commission agent to sell. Who owns them until they are sold, and what if the buyer does not pay?
The goods remain yours until a buyer acquires them; the commission agent does not become their owner. The agent, however, concludes the contract with the buyer in their own name, so you generally have no direct rights against the buyer, and an unpaid price must be enforced by the agent for your account or the claim assigned to you with your consent. The agent guarantees payment by the buyer only where they have undertaken this in writing or have breached your instructions as to whom to contract with.
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Further reading
Distributor, commercial agent or commission agent: three sales models and their consequences
Your goods may be sold by a distributor on its own account, by a commercial agent in your name, or by a commission agent in its own name but on your account. Each model allocates the risk of non-payment, ownership of the goods and claims on termination differently. For manufacturers and importers building a sales network under Slovak law, including with partners in Czechia.
Read more →
Commission of a commercial agent and of a broker: when it arises, when it falls due and when it lapses
Commercial agents and brokers receive commission under different rules of the Commercial Code. For agency, the Act fixes the latest moment at which the entitlement arises and its due date, and those limits cannot be moved to the agent's detriment. This article is for companies selling through agents and for agents themselves.
Read more →
Reserving the purchase of machinery or a vehicle: a future-contract agreement, or a sale agreement subject to a condition precedent?
Where a purchase has been agreed but depends on a loan, a grant or delivery, two instruments present themselves: an agreement to enter into a future contract and a sale agreement subject to a condition precedent. This article explains how they differ, when to choose each and what to watch for with movable assets.
Read more →