VERSION 1_1 AMENDMENTS DATED 9 APRIL 2016
The registered office of Projectman.cz s.r.o. is changed to Lidická 66/43, Prague 5, Postcode 150 00. All other provisions remain unchanged.
VERSION 1_0 ISSUED ON 6 MAY 2015
I. BASIC PROVISIONS
1.1 These General Terms and Conditions of Projectman.cz s.r.o. for Employment Mediation (hereinafter referred to as the "Terms") govern the relationship between Projectman.cz s.r.o., Identification Number (IČO): 24798720, VAT Number: CZ24798720, with its registered office at Lidická 66/43, Prague 5, Postcode 150 00, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 175242 (hereinafter referred to as the "Provider") and its contractual partner (hereinafter referred to as the "Client") (the Provider and the Client are hereinafter jointly referred to as the "Parties" or individually as a "Party"). The purpose of these Terms is to regulate the relations specified below in order to prevent potential disputes and to familiarize the Client with the terms and conditions of providing consultancy and mediation services in the field of recruitment of the Client's potential employees by the Provider.
1.2 In accordance with the provisions of Section 1751 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "Civil Code"), the Terms are an integral part of the employment mediation contract concluded between the Provider and the Client (hereinafter referred to as the "Contract").
1.3 Legal relations arising from the Contract and the Terms which are not expressly regulated by the Parties shall be governed by the relevant legal regulations of the Czech Republic, in particular the relevant provisions of the Civil Code and other laws and generally binding legal regulations.
1.4 For the interpretation of the Terms and the Contract, commercial usages shall be applied only after the provisions of the Civil Code or other legal regulations as a whole. Beyond the provisions of the Terms and the Contract, no rights and obligations shall be inferred from past or future practice established between the Parties or from usages maintained generally or in the industry related to the subject matter of the Contract. In addition to the above, the Parties confirm that they are not aware of any commercial usages or practices established between them to date.
1.5 The Parties conclude the Contract as a contract between entrepreneurs (in accordance with the definition of an entrepreneur under Section 420 (1) of the Civil Code) and in connection with their own business activities.
1.6 Consultancy and Mediation Services shall mean the performance of activities for the Client consisting of the search and selection of suitable candidates for vacant job positions requested by the Client (hereinafter referred to as the "Candidate"), aimed at providing the Client with the opportunity, as an employer, to conclude an employment or similar contract with the Candidate as an employee (hereinafter referred to as "Consultancy Services"). Detailed specifications of the particular job position and requirements for the Candidate are contained in the Contract or the Client's order pursuant to Article 1.7. The fact that the Provider has failed to find a suitable Candidate for a vacant job position requested by the Client does not constitute a breach of the Contract by the Provider.
1.7 If no Contract has been concluded between the Client and the Provider, the Provider shall provide Consultancy Services based on a written order from the Client. The Provider is also entitled to accept an order sent by e-mail. In such a case, the rights and obligations of the Provider and the Client shall be governed by the order and the Terms. Where the Terms subsequently refer to the "Contract", this shall also mean the relationship between the Parties pursuant to this provision, unless provided otherwise in a specific case.
II. REMUNERATION, GUARANTEES, AND PAYMENT TERMS
2.1 The amount of remuneration for the provision of Consultancy Services shall be determined by the order or the Contract and shall be calculated based on the Candidate's gross monthly salary (or other remuneration) agreed upon between the Client and the Candidate or set by the Client, including all allowances, rewards, and bonuses belonging to the Candidate (allowances, rewards, and bonuses hereinafter jointly referred to as the "Bonus"), unless the Contract provides otherwise. If a Bonus is due for a period longer than one (1) calendar month, the Bonus shall be calculated proportionally for the purpose of determining the remuneration. VAT in accordance with applicable legal regulations shall be added to the agreed remuneration for Consultancy Services according to the preceding paragraphs.
2.2 The remuneration is payable on the day the Candidate starts the position with the Client for which they were sought by the Provider.
2.3 In the event that:
a) the Candidate unilaterally and of their own free will terminates the employment or similar relationship with the Client within the probationary period; or
b) the Client unilaterally terminates the employment or similar relationship with the Candidate within the probationary period;
the Provider undertakes to provide the Client with additional replacement candidates for the given position without entitlement to further remuneration.
2.4 If:
a) a new suitable candidate is not found within one (1) month;
b) the Client does not conclude a contract with the replacement candidate; or
c) the Client notifies the Provider in writing that they are not interested in replacement candidates;
the Provider is entitled to 1/3 of the remuneration specified in Article 2.1. In such a case, the Provider shall credit the Client for 2/3 of the agreed remuneration and, if the remuneration has already been paid, shall refund the credited amount back to the Client's account from which the remuneration was paid within ten (10) business days.
2.5 If the Client already has the Candidate introduced by the Provider in its applicant database, the Client undertakes to inform the Provider of this fact within five (5) business days of the Candidate's introduction by the Provider, and no entitlement to remuneration shall arise.
2.6 The obligation to pay the agreed remuneration to the Provider also arises if the Candidate starts in a different job position with the Client or in a different time period (within 12 months of the Candidate's introduction to the Client), or starts in a job position with a person acting in concert with the Client, a person forming a concern with the Client, or a person otherwise financially or personally linked to the Client, and furthermore, if the Client or another person mentioned above begins cooperation with the Candidate outside of an employment or similar relationship.
2.7 The agreed remuneration includes all costs of the Provider associated with the provision of Consultancy Services. The Provider is not entitled to reimbursement of any additional costs unless these additional costs are approved in writing by the Client.
2.8 The Provider shall issue a tax document for the provision of Consultancy Services with a maturity of fourteen (14) calendar days from the date of delivery to the Client, no later than fifteen (15) business days from the date of the taxable supply. The date of the taxable supply is agreed to be the date the Candidate starts employment or a similar relationship.
2.9 The Client is obliged to pay the remuneration within the time limits set out in Article 2.8. A tax document is considered paid on the day the invoiced amount is credited to the Provider's bank account. If the due date of a tax document falls on a non-working day or a holiday, the tax document is due on the following business day. The tax document must meet all requirements mandated by the relevant legal regulations, in particular the requirements of a tax document according to Act No. 235/2004 Coll., on Value Added Tax, as amended. The Client is entitled to return a tax document to the Provider before the due date if it does not meet the aforementioned requirements or has other content defects, which specifically includes the failure to state the Client's order number. Depending on the nature of the defects, the Provider is obliged to correct the tax document or issue a new one. The return of a tax document stops the original maturity period. The maturity period begins again from the date of delivery of the corrected tax document to the Client.
2.10 If the Client is in default with the payment of the remuneration, the Provider is entitled to charge the Client default interest at the rate of 0.05% of the outstanding amount for each day of delay.
III. RIGHTS AND OBLIGATIONS OF THE PROVIDER
3.1 The Provider is obliged to provide all necessary cooperation and ensure the rapid mutual exchange of information among all persons involved, and to notify the Client in a timely manner of any newly emerging or imminent unforeseen circumstances.
3.2 In providing Consultancy Services, the Provider is obliged to reflect the Client's requirements and act in accordance with the Client's interests. The Provider shall notify the Client of all circumstances that the Provider learns of during the provision of Consultancy Services which could influence a change in the Client's requirements.
3.3 For each potential Candidate, the Provider shall submit a report to the Client containing personal data, a structured CV, information regarding the Candidate's expectations regarding remuneration, and an approximate start date.
3.4 The Provider is obliged to warn the Client of the inappropriateness of any individual instructions or requirements for a Candidate. Should the Client insist on such an instruction or requirement despite the Provider's warning, the Provider shall not be liable for any damage arising from or in connection with such instructions or requirements.
3.5 The Provider shall submit a Monthly Report to the Client. The purpose of the Monthly Report is to guarantee and demonstrate that the Consultancy Services were performed in accordance with the Contract and the Client's requirements.
3.6 The Parties are obliged to maintain confidentiality regarding all facts learned in connection with the performance of the subject matter of the Contract. The confidentiality obligation remains in effect even after the termination of the Contract.
IV. OBLIGATIONS OF THE CLIENT
4.1 The Client undertakes to provide the Provider with all cooperation necessary for the proper provision of Consultancy Services, in particular to provide the Provider with all necessary information, data, source materials, and any other documents required for the provision of Consultancy Services, etc. (hereinafter collectively referred to as the "Information").
4.2 The Client undertakes to provide the Information in terms of content, scope, and deadlines that do not hinder the Provider's provision of Consultancy Services under the Contract. The Client acknowledges that failure to provide Information in the required content, scope, and deadlines may result in changes to performance deadlines, delay by the Provider in providing Consultancy Services, or the provision of Consultancy Services to a lesser extent than agreed upon in the Contract, or even the impossibility of proper provision of Consultancy Services. In such a case, the Client shall not be entitled to withdraw from the Contract and/or assert any claims against the Provider; the deadlines for providing Consultancy Services shall be extended by the period of the Client's delay in providing the Information within the meaning of this paragraph. The Provider's entitlement to full remuneration, however, remains unaffected in such a case.
4.3 The Client undertakes to inform the Provider in writing or by e-mail of the conclusion of an employment or similar relationship between the Candidate and the Client and of the amount of the Candidate's salary (remuneration), including Bonuses, within five (5) business days of the conclusion of the employment or similar contract between the Candidate and the Client, and subsequently after six (6) months of the duration of the contractual relationship between the Candidate and the Client. Upon written request by the Provider, the Client is obliged to send the Provider a copy of the employment contract or other similar contract and/or the salary assessment between the Client and the Candidate within five (5) business days of receiving such a request.
4.4 If the employment contract between the Client and the Candidate is terminated within three (3) months of the Candidate's start date with the Client, the Client undertakes to notify the Provider of this fact within five (5) business days of such termination.
4.5 In the event that the Client hires a selected Candidate into an employment or similar relationship within twelve (12) months, even if the Client had previously refused to conclude a contract or agreement with them, the Client undertakes to pay the Provider additional remuneration within the meaning of Article II. The twelve (12) month period is calculated from the date of delivery of written/e-mail information about the recommended Candidate or from the date of the direct introduction of the Candidate during an in-person interview at the Client's premises, whichever occurs first. The Client is obliged to inform the Provider about the hiring of a Candidate under this article in accordance with Article 4.3.
V. NOTICES
5.1 All notices or communications in connection with the Contract must be in writing, with the exception of operational instructions, approvals, or other communications made between the Client and the Provider that are necessary for the provision of Consultancy Services and, at the same time, do not affect the performance deadlines under the Contract.
5.2 A notice or communication under the Contract is considered duly delivered to the addressee if handed over in person or delivered by registered mail to the addresses specified in the Contract, unless the Parties agree otherwise.
5.3 The Client is obliged to inform the Provider of all changes (addresses, telephone numbers, e-mail addresses) or other facts related to the provision of Consultancy Services under the Contract sufficiently in advance, but no later than fourteen (14) days after such change.
VI. LIABILITY OF THE PROVIDER
6.1 The Provider is not liable for:
a) any damages caused by force majeure, which the Provider could not have prevented even with the exercise of all professional care;
b) delays, omissions, or any damages caused by incorrect or unlawful procedures and/or decisions of public authorities or in connection with them;
c) damage arising in connection with inappropriate instructions or requirements of the Client;
d) damage arising in connection with the Client's delay in providing Information.
6.2 The Provider is liable for damages incurred by the Client or third parties due to a breach of its obligations under the Contract up to a total aggregate amount of CZK 100,000.
VII. TERMINATION OF THE CONTRACT
7.1 The Contract may be terminated by agreement of the Parties or by a notice of termination from either Party. The notice period is one (1) month, beginning on the date of delivery of the notice. The termination of the Contract shall not affect the Provider's entitlement to remuneration (in its full amount) for the mediation of Candidates who were introduced (or whose information was sent) to the Client prior to the termination of the Contract, even if the contractual relationship between the Candidate and the Client is concluded only after the termination of the Contract or lasts longer than the contractual relationship established by the Contract between the Provider and the Client.
7.2 The Parties are entitled to withdraw from the Contract in cases specified by the Contract or the Civil Code.
7.3 The Client is entitled to withdraw from the Contract in the event that:
a) the Provider fails to provide Consultancy Services in accordance with the terms of the Contract or the Client's instructions and fails to remedy the situation even within an additional period of fourteen (14) calendar days granted by the Client, provided that this is not a case where the Provider bears no liability under Article VI;
b) the Provider causes large-scale damage to the Client through its activities, provided that this is not a case where the Provider bears no liability under Article 6.1;
c) a competent court issues a final decision on the Provider's bankruptcy;
d) the Provider enters into liquidation.
7.4 The Provider is entitled to withdraw from the Contract in the event that:
a) the Client is in default with any payment under the Contract for more than ten (10) calendar days. The Parties agree that the Provider is not obliged to request the payment of the outstanding amount again after the moment of default, and the period of ten (10) calendar days is considered reasonable;
b) the Client fails to provide the Provider with the cooperation necessary for the proper provision of Consultancy Services and fails to remedy the situation even within an additional period of ten (10) calendar days;
c) a competent court issues a final decision on the Client's bankruptcy;
d) the Client enters into liquidation.
7.5 In the event of withdrawal from the Contract, the Provider is obliged to hand over to the Client all documents produced for or received from the Client up to the date of termination of the contractual relationship under the Contract, and the Provider is entitled to payment of remuneration for Consultancy Services provided to date in accordance with the Contract.
7.6 Regardless of the method of notification under the Terms, the Parties expressly agree that a prerequisite for an effective withdrawal is exclusively the delivery of a written withdrawal notice to the other Party by registered mail to the address of the other Party specified in the Contract.
VIII. FINAL PROVISIONS
8.1 If the Contract concluded between the Provider and the Client contains a provision that conflicts with any of the provisions of these Terms, the provision contained in the Contract shall prevail.
8.2 These Terms replace all previous arrangements of the same or similar nature between the Client and the Provider.
8.3 Rights and obligations arising on the basis of or in connection with the Contract and not regulated in the Contract shall be governed by the Civil Code and Act No. 435/2004 Coll., on Employment, as amended.
8.4 The Parties have agreed that for the relationships established by the Contract, the provisions of Sections 557, 1740(3), 1799, 1800, and 1805(2) of the Civil Code shall not apply. The Client assumes the risk of a change in circumstances within the meaning of Section 1765 of the Civil Code.
8.5 The Provider is entitled to change or supplement these Terms, and the Provider is obliged to inform the Client of the proposed changes or supplements to the Terms via e-mail at least fourteen (14) days before such changes take effect. In the event that the Client does not express disagreement with the proposed changes or supplements to the Terms via e-mail or in writing within fourteen (14) days from the date of sending the newly proposed wording of the Terms by the Provider, it shall be deemed that the Client agrees with the proposed changes or supplements to the Terms. In the event that the Client expresses disagreement with the change to the Terms, either of the Parties is entitled to terminate the Contract. The termination of the Contract is effective at the moment the written notice of termination is delivered to the other Party.