Article I: Introductory Provisions
1.1 These General Terms and Conditions of Projectman.cz s.r.o. regarding the Provision of Specialists (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 professional services and secures the capacity of independent experts.
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 contract for the provision of specialists 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.
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 The provision of services means the activities executed by the Provider consisting of professional consulting and the allocation of suitable independent experts (hereinafter the "Specialist") to the Client's projects (hereinafter the "Services"). Detailed specifications of the specific project, its requirements, and the allocation format are set forth in the Contract or the Client's specific order. The relationship between the Provider, the Client, and the Specialist is strictly a B2B commercial relationship between independent contractors. The Specialist is not an employee of either the Provider or the Client and acts independently when executing project tasks. The fact that the Provider does not successfully identify a suitable Specialist for a project 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 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 and Payment Terms
2.1 The amount of remuneration for the Services (Specialist allocation) shall be defined in the Contract or the respective order and shall be calculated based on the agreed hourly or daily (man-day) rate for the time actually worked by the Specialist on the Client's projects. VAT at the statutory rate will be added to the agreed remuneration in accordance with applicable legal regulations.
2.2 The basis for issuing a tax invoice is the timesheet (hereinafter the "Timesheet") containing the number of hours or days worked by the Specialist in the respective calendar month. The Client undertakes to approve the Timesheet or raise justified written objections within three (3) business days of its submission by the Provider. If the Client fails to respond within this period, the Timesheet shall be deemed fully approved.
2.3 If the Client already has a Specialist presented by the Provider registered in their vendor database, the Client undertakes to inform the Provider of this fact within HTML five (5) business days of the Specialist's introduction by the Provider, in which case no entitlement to remuneration shall arise.
2.4 Non-Solicitation: The obligation to pay the agreed remuneration (or corresponding compensation) to the Provider also arises if the Specialist is assigned to a different project with the Client or within a different time frame (within 12 months of the Specialist's presentation to the Client), or commences work 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. This obligation also applies if the Client or any of the aforementioned related entities commence direct cooperation with the Specialist outside of this contractual relationship, particularly as an independent contractor (B2B/IČO) or under an employment relationship. In the event of a breach of this provision, the Client is required to pay the Provider a contractual penalty of CZK 250,000 for each individual breach.
2.5 The agreed remuneration includes all costs incurred by the Provider associated with the delivery of the Services. The Provider is not entitled to reimbursement of any additional expenses unless such costs are approved in writing by the Client.
2.6 The Provider shall issue a tax invoice for the Services monthly in arrears 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 final day of the respective calendar month in which the Services were delivered.
2.7 The Client is required to settle the remuneration within the time limits set forth in Article 2.6. 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 purchase 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.
2.8 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 outstanding 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 the 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 Specialist, the Provider shall submit a report to the Client containing professional data, a structured CV, information regarding the Specialist's compensation expectations, and an approximate date of potential allocation.
3.4 The Provider is obliged to warn the Client if any specific instruction or specialist requirement is inappropriate. If the Client insists on the instruction or requirement despite the Provider's warning, neither the Provider nor the Specialist shall be liable for any damages arising out of or in connection with such instructions or requirements.
3.5 The Provider shall submit a Monthly Report (or Timesheet) to the Client. The purpose of this report is to verify and document that the 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.
3.7 Human Factor in Allocation (AI Act): The Provider declares that it does not utilize fully automated decision-making systems (AI) without human intervention during the sourcing, evaluation, and shortlisting of Specialists. The selection and review of profiles presented to the Client are always the result of an evaluation by a human specialist representing the Provider (the human-in-the-loop principle).
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 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 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 for the allocated time remains unaffected.
4.3 If the project is terminated prematurely by the Client during the allocation period, the Client undertakes to notify the Provider in writing sufficiently in advance (at least 30 calendar days in advance, unless agreed otherwise in the Contract).
4.4 In the event that the Client commences cooperation with a Specialist within twelve (12) months, even if the Client had previously declined to execute a contract or agreement through the Provider, the Client undertakings to pay the Provider the corresponding remuneration (or contractual penalty) under Article II. The twelve (12) month period is calculated from the date of delivery of the written/email information about the recommended Specialist or from the date of the direct introduction of the Specialist during an in-person interview at the Client's premises, whichever occurs first.
4.5 Prevention of Misclassification (Anti-Schwarzarbeit Clause): The Client acknowledges that the Specialist organizes their consulting and professional activities independently, determines the location and time of service delivery, and utilizes their own technical equipment, unless agreed otherwise. The Client is not entitled to subject the Specialist to its internal organizational regulations or integrate them into its internal employee structure.
4.6 Pay Transparency (EU Directive 2023/970): The Client undertakes to provide the Provider with timely, true, and accurate information regarding the salary/financial conditions and the offered compensation range for the requested role. The Client shall be liable for all damages or public law sanctions incurred by the Provider as a result of false or incomplete financial data provided by the Client.
Article 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, sent via data box, or delivered by registered mail to the addresses specified in the Contract, unless the Parties agree otherwise. For operational purposes, email communication is also considered a valid written format.
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. The Provider's liability for the Client's lost profits is explicitly excluded.
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 allocation of Specialists who were introduced (or whose information was transmitted) to the Client prior to termination, even if the commercial relationship between the Specialist and the Client is formally executed or realized after the expiration of the Contract.
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 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 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: Personal Data Protection (GDPR)
8.1 The Parties acknowledge that personal data of Specialists is transmitted in connection with the delivery of the Services. Both the Provider and the Client act as separate and independent data controllers with respect to this personal data within the meaning of Regulation (EU) 2016/679 (GDPR). The Provider’s data protection terms are regulated in a separate document [Privacy Policy], which is available on the Provider's website.
8.2 The Client undertakes to process the personal data of Specialists transferred by the Provider exclusively for the purpose of assessing suitability for the project and subsequent coordination of performance. The Client is required to fulfill its own information obligation towards the Specialist pursuant to Article 14 of the GDPR at the moment of first contacting them.
Article IX: Final Provisions
9.1 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.
9.2 These Terms completely supersede all prior agreements, arrangements, or understandings of an identical or similar nature between the Client and the Provider.
9.3 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.
9.4 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.
9.5 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.