Version 1.1 | Amended on April 9, 2016
The registered office of Projectman.cz s.r.o. has been changed to Lidická 66/43, Prague 5, Postcode 150 00. All other provisions remain unchanged.
Version 1.0 | Issued on May 6, 2015
Article I: Basic Provisions
1.1 These General Terms and Conditions of Projectman.cz s.r.o. regarding the Provision of Recruitment Services (hereinafter 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 the "Provider") and its contractual partner (hereinafter 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 to prevent potential disputes and to fully inform the Client of the terms under which the Provider delivers consulting and recruitment services for the identification and placement of potential candidates.
1.2 In accordance with Section 1751 of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter the "Civil Code"), these Terms form an integral part of the recruitment services contract concluded between the Provider and the Client (hereinafter the "Contract").
1.3 Legal relations arising from the Contract and the Terms that are not expressly regulated by the Parties shall be governed by the relevant laws of the Czech Republic, in particular the applicable provisions of the Civil Code and other generally binding legal regulations.
1.4 For the interpretation of these Terms and the Contract, established trade practices shall apply only after the provisions of the Civil Code or other legal regulations as a whole. Beyond the explicit provisions of the Terms and the Contract, no rights or obligations shall be inferred from past or future practices established between the Parties, nor from customs generally observed in the industry related to the scope of the Contract. Furthermore, the Parties confirm that they are not aware of any commercial customs or practices established between them to date.
1.5 The Parties enter into this Contract as business entities (in accordance with the definition of an entrepreneur under Section 420 (1) of the Civil Code) and strictly in connection with their own business activities.
1.6 Recruitment services mean the execution of activities for the Client consisting of searching for and selecting suitable candidates for vacant job positions requested by the Client (hereinafter "Candidates"), aimed at providing the Client with the opportunity, as an employer, to execute an employment or similar contract with the Candidate as an employee (hereinafter "Recruitment Services"). Detailed specifications of the specific job position and candidate requirements are set forth in the Contract or the Client's specific order pursuant to Article 1.7. The fact that the Provider does not successfully identify a suitable Candidate for a vacant position requested by the Client does not constitute a breach of the Contract by the Provider.
1.7 If no formal Contract has been executed between the Client and the Provider, the Provider shall deliver the Recruitment Services based on the Client's written order. The Provider is entitled to accept orders submitted via email. In such cases, the rights and obligations of the Provider and the Client shall be governed by the order and these Terms. Any subsequent reference to the "Contract" in these Terms shall also include the relationship established between the Parties pursuant to this provision, unless specified otherwise.
Article II: Remuneration, Guarantees, and Payment Terms
2.1 The amount of remuneration for the Recruitment Services shall be defined in the order or the Contract and shall be calculated based on the Candidate's gross monthly salary (or other compensation) agreed between the Client and the Candidate, or specified by the Client, including all allowances, rewards, and bonuses due to the Candidate (allowances, rewards, and bonuses hereinafter collectively referred to as "Bonuses"), unless the Contract stipulates otherwise. If a Bonus is due for a period longer than 1 calendar month, the Bonus shall be calculated proportionally for the purpose of determining the remuneration. VAT at the statutory rate will be added to the agreed remuneration in accordance with applicable legal regulations.
2.2 The remuneration becomes payable on the date the Candidate starts employment in the position with the Client for which they were recruited by the Provider.
2.3 In the event that:
a) the Candidate unilaterally terminates the employment or similar relationship with the Client of their own accord 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 present additional replacement candidates for the given position to the Client without any entitlement to further remuneration.
2.4 If:
a) a new suitable candidate is not identified within 1 month;
b) the Client does not execute a contract with the replacement candidate; or
c) the Client notifies the Provider in writing that they are no longer interested in replacement candidates;
the Provider is entitled to 1/3 of the remuneration specified in Article 2.1. In such case, the Provider shall issue a credit note to 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 originating bank account within ten (10) business days.
2.5 If the Client already has a Candidate presented by the Provider registered in their applicant database, the Client undertakes to inform the Provider of this fact within five (5) business days of the Candidate's presentation by the Provider, in which case no entitlement to remuneration shall arise.
2.6 The obligation to pay the agreed remuneration to the Provider also arises if the Candidate is hired for a different position with the Client or within a different time frame (within 12 months of the Candidate's presentation to the Client), or starts in a position with a person acting in concert with the Client, an affiliate, a member of the Client’s corporate group, or an entity otherwise financially or personally linked to the Client, and furthermore, if the Client or any other person mentioned above commences cooperation with the Candidate outside of a standard employment relationship.
2.7 The agreed remuneration includes all costs incurred by the Provider associated with the delivery of the Recruitment Services. The Provider is not entitled to reimbursement of any additional expenses unless such costs are approved in writing by the Client.
2.8 The Provider shall issue a tax invoice for the Recruitment Services with a payment term 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 commences employment or a similar relationship.
2.9 The Client is required to settle the remuneration within the time limits set forth in Article 2.8. A tax invoice is considered paid on the day the invoiced amount is credited to the Provider's bank account. If the due date of a tax invoice falls on a weekend or public holiday, the invoice shall be payable on the following business day. The tax invoice must comply with all requirements mandated by relevant legal regulations, particularly the requirements for tax invoices under Act No. 235/2004 Coll., on Value Added Tax, as amended. The Client is entitled to return a tax invoice to the Provider before its due date if it lacks the aforementioned requirements or contains other content deficiencies, specifically including the failure to state the Client's order number. Depending on the nature of the defects, the Provider shall correct the invoice or issue a new one. Returning a tax invoice suspends the original payment period, and a new payment period shall commence running from the date the corrected tax invoice is delivered to the Client.
2.10 If the Client is in default of the payment of remuneration, the Provider is entitled to charge the Client default interest at a rate of 0.05% of the overdue amount for each day of delinquency.
Article III: Rights and Obligations of the Provider
3.1 The Provider is obliged to provide all necessary cooperation, ensure rapid mutual communication among all involved parties, and proactively warn the Client of any newly emerging or imminent unforeseen circumstances.
3.2 When delivering Recruitment Services, the Provider must adhere to the Client's requirements and act in the Client's best interests. The Provider shall inform the Client of all circumstances discovered during the performance of the services that could affect or modify 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 compensation expectations, and an approximate start date.
3.4 The Provider is obliged to warn the Client if any specific instruction or candidate requirement is inappropriate. If the Client insists on the instruction or requirement despite the Provider's warning, the Provider shall not be liable for any damages arising out of or in connection with such instructions or requirements.
3.5 The Provider shall submit a Monthly Activity Report to the Client. The purpose of this report is to verify and document that the Recruitment Services have been delivered in accordance with the Contract and the Client's requirements.
3.6 The Parties are obliged to maintain strict confidentiality regarding all facts learned in connection with the execution of the Contract. This confidentiality obligation remains in full force and effect after the termination or expiration of the Contract.
Article IV: Obligations of the Client
4.1 The Client undertakes to provide the Provider with all cooperation necessary for the proper delivery of the Recruitment Services, particularly by providing all required information, data, documentation, and any other necessary materials (hereinafter collectively referred to as "Information").
4.2 The Client agrees to provide the Information in a complete, accurate, and timely manner so as not to hinder the Provider's performance. The Client acknowledges that failure to provide the necessary Information may result in changes to performance deadlines, delays on the Provider's part, a reduction in the scope of services, or the complete impossibility of delivering the Recruitment Services properly. In such cases, the Client shall not have the right to withdraw from the Contract or claim any damages; the Provider's deadlines shall be automatically extended by the period of the Client's delay. The Provider's entitlement to full remuneration remains unaffected.
4.3 The Client undertakes to notify the Provider in writing or via email of the execution of an employment or similar contract between the Candidate and the Client and the exact amount of the Candidate's salary (remuneration), including Bonuses, within five (5) business days of executing the contract, and subsequently after six (6) months of the ongoing contractual relationship between the Candidate and the Client. Upon written request by the Provider, the Client shall send the Provider a copy of the employment contract (or similar contract) and/or the official salary statement between the Client and the Candidate within five (5) business days of receiving the 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 declined to execute a contract or agreement with them, the Client undertakes to pay the Provider the corresponding remuneration under Article II. The twelve (12) month period is calculated from the date of delivery of the written/email 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 required 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 related to the Contract must be made in writing, with the exception of routine operational instructions, approvals, or day-to-day communications necessary for service delivery that do not impact the performance deadlines under the Contract.
5.2 A notice or communication is considered duly delivered if handed over in person or sent via registered mail to the addresses specified in the Contract, unless the Parties agree otherwise.
5.3 The Client is required to inform the Provider of any changes (addresses, phone numbers, email addresses) or other facts related to the performance of the Contract sufficiently in advance, and no later than fourteen (14) days after such change occurs.
Article VI: Liability of the Provider
6.1 The Provider shall not be liable for:
a) any damages caused by force majeure events which the Provider could not have prevented even when exercising all professional care;
b) delays, omissions, or damages caused by or in connection with erroneous or unlawful actions and/or decisions of public administrative authorities;
c) damages arising out of or in connection with inappropriate instructions or requirements insisted upon by the Client;
d) damages arising out of or in connection with the Client's delay or failure in providing the required Information.
6.2 The Provider's total aggregate liability for damages incurred by the Client or third parties due to a breach of its obligations under the Contract shall be capped at a maximum amount of CZK 100,000.
Article VII: Termination of the Contract
7.1 The Contract may be terminated by mutual agreement of the Parties or by written notice of termination from either Party. The notice period is one (1) month, commencing on the date the notice is delivered to the other Party. The termination of the Contract shall not affect the Provider's entitlement to full remuneration for the placement of Candidates who were introduced (or whose information was transmitted) to the Client prior to termination, even if the employment contract between the Candidate and the Client is formally executed after the expiration of the Contract or outlasts the Contract between the Provider and the Client.
7.2 The Parties are entitled to withdraw from the Contract in cases explicitly set forth in the Contract or stipulated by the Civil Code.
7.3 The Client is entitled to withdraw from the Contract if:
a) the Provider fails to deliver the Recruitment Services in accordance with the Contract or the Client's instructions and fails to remedy such breach within an additional fourteen (14) calendar days granted by the Client, provided the breach does not fall under the liability exemptions in Article VI;
b) the Provider causes material or substantial damage to the Client through its performance, provided it does not fall under the exemptions in Article 6.1;
c) a competent court issues a final and binding ruling declaring the Provider bankrupt;
d) the Provider enters into liquidation.
7.4 The Provider is entitled to withdraw from the Contract if:
a) the Client is in default of any payment under the Contract for more than ten (10) calendar days. The Parties agree that the Provider is not required to issue a renewed payment demand after the payment becomes overdue, and the 10-day period is deemed reasonable;
b) the Client fails to provide the necessary cooperation required for the proper delivery of services and fails to remedy the situation within an additional ten (10) calendar days;
c) a competent court issues a final and binding ruling declaring the Client bankrupt;
d) the Client enters into liquidation.
7.5 In the event of a withdrawal from the Contract, the Provider shall hand over to the Client all documents generated for or received from the Client up to the date of termination, and the Provider remains entitled to full remuneration for all Recruitment Services delivered up to that date in accordance with the Contract.
7.6 Regardless of the general notification methods outlined in these Terms, the Parties explicitly agree that a withdrawal from the Contract shall only be legally effective if delivered to the other Party in writing via registered mail to the address specified in the Contract.
Article VIII: Final Provisions
8.1 If any provision of the Contract executed between the Provider and the Client conflicts with a provision of these Terms, the provision of the Contract shall prevail.
8.2 These Terms completely supersede all prior agreements, arrangements, or understandings of an identical or similar nature between the Client and the Provider.
8.3 Any rights and obligations arising out of or in connection with the Contract that are not explicitly regulated herein shall be governed by the Civil Code and Act No. 435/2004 Coll., on Employment, as amended.
8.4 The Parties explicitly agree that for the relationships established under the Contract, the provisions of Sections 557, 1740(3), 1799, 1800, and 1805(2) of the Civil Code shall be excluded. The Client explicitly assumes the risk of a change in circumstances within the meaning of Section 1765 of the Civil Code.
8.5 The Provider reserves the right to amend or supplement these Terms. The Provider is required to notify the Client of any proposed changes via email at least fourteen (14) days before they take effect. If the Client does not express disagreement with the proposed updates in writing or via email within fourteen (14) days from the date the new version was sent, the Client shall be deemed to have fully accepted the modifications. If the Client rejects the updates, either Party is entitled to terminate the Contract. Such termination becomes effective immediately upon delivery of the written notice to the other Party.