1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) govern the legally binding relationship between Prodator Software OÜ, ID: 14706809, Tax ID EE102219090, with its registered seat in Harju maakond, Tallinn, Kesklinna linnaosa, Pirita tee 20, 10127 (hereinafter referred to as the “Purveyor”) and third natural or legal persons (hereinafter referred to as the “Client”) arising under a cooperation contract (order) and related services (hereinafter referred to as the “Agreement”). These GTC are an integral part of every Contract (Order).
1.2 The Purveyor is an expert in the European market in the field of marketing campaign development ( https://www.prodator.cz).
1.3 In these GTC, the Client is any natural or legal person who expresses an interest in concluding a Contract with the Purveyor or the person for whose benefit the contract in question has been concluded. The Client hereby agrees and declares that he or she concludes this contract within the scope of its business activity.
1.4 For the purposes of the Contract:
1.4.1. The establishment of cooperation is the date on which the Client signs the Order for Marketing Campaign Creation and Management Service. The Order signed in this way may be delivered to the Purveyor in the form of a digitally signed document via Pandadoc software (https://www.pandadoc.com/), and in the form of a digitally scanned Order with the Client’s visible signature.
1.4.2. Campaign is the provision of services to the Client by the Purveyor based on the creation and management of a marketing campaign according to the needs and requirements of the Client in order to obtain contacts to persons for the required posts meeting the requirements of the Client, in particular, but not exclusively through advertising on the social media www.facebook.com, where these contacts are subsequently provided by the Purveyor to the Client through a shared Google Excel spreadsheet. The campaign shall be such that it will not damage the reputation of the Client.
1.4.3. .The launch (commencement) of the campaign means the moment when the campaign text is accepted by the Client. Acceptance is the date on which the Client expressly declares that he or she agrees with the wording. If the Client does not submit comments within four days from the delivery date of the campaign proposal, then the campaign is deemed to have been accepted on the 5th day after its delivery. The campaign will be launched on the date of receipt of payment for the cost of the Facebook advertisement in the amount specified in the Order in the Facebook advertising cost section. In case that the Client does not make the payment for the cost of Facebook advertising, the Purveyor is not obliged to launch the campaign.
1.4.4. A coaching questionnaire is a questionnaire filled out by the Client, in which he or she provides details or requirements concerning the desired post (such as education, qualifications, location). This enumeration is used to assess the so-called qualified contact. A qualified contact is a contact who meets the specification provided by the Client in the coaching questionnaire and has a valid name, surname, email address and phone number.
1.4.5. For the purposes of the Order and these GTC, a month means 30 calendar days regardless of the current calendar month.
2.1. The Contract is concluded upon delivery of the order to the Purveyor, either in the form of a scanned signed order or by sending an electronically signed order (via Pandadoc software).
2.2. In concluding the Contract, the Contracting Parties hereby exclude the application of Section 1740(3) of the Civil Code, i.e. they agree that a reply with an amendment or deviation that does not substantially change the terms of the offer is not an acceptance of the offer to conclude the relevant Contract, but a counter-offer.
2.3. All legal acts between the Contracting Parties are binding if they are made in writing, by data mail, or by email message, unless a written form is expressly agreed upon.
2.4. The Contract is concluded for a definite term, namely for the period agreed in the Order. This period is calculated from the date of the campaign commencement (not from the conclusion of the Contract), and the Purveyor undertakes to fulfil at least one of the following conditions specified in the Order – Minimum Guarantee section within the first month (the so-called trial cooperation).
2.5. In case that the Purveyor fails to meet any of the conditions specified in the Order – Minimum Guarantee section during the first month, then the Client shall have the right to withdraw from the Contract due to failure to meet the conditions of the trial cooperation, where such withdrawal shall be effective on the date of its delivery to the Purveyor, it being understood that the notice of withdrawal shall be delivered to the Purveyor no later than on the seventh day after the end of the first trial month. In case of withdrawal from the contract due to failure to meet any of the conditions specified in the Order – Minimum Guarantee section, the Purveyor is obliged to return the first payment specified in the Order in the Payment section to the Client on the date of signing the Order.
2.6. In case that the Purveyor fails to meet any of the conditions specified in the Order – Minimum Guarantee section during two consecutive months following the trial month, then the Client shall have the right to withdraw from the Contract due to non-compliance with the guarantee of the result, when such withdrawal shall be effective on the date of its delivery to the Purveyor, it being understood that the notice of withdrawal shall be delivered to the Purveyor no later than on the seventh day after the end of the second month in which none of the conditions specified in the Order were met – Minimum Guarantee section. In such a case, the Client shall not be entitled to a refund of the remuneration already paid, even in an aliquot part. If the reward or its component thereof has not been paid in full by the time of withdrawal, the Purveyor shall be entitled to a refund.
2.7 The Purveyor may withdraw from the Contract if the Client fails to provide all the necessary data, in particular information concerning the persons with whom it is interested in establishing cooperation, even within an additional period of at least five working days. In such a case, the Client is not entitled to a refund of the reward, even in an aliquot part. If the reward or its component thereof has not been paid in full by the time of withdrawal, the Purveyor shall be entitled to a refund.
2.8. The Purveyor shall have the right to withdraw from the Contract if the Client is in default for at least 30 days on any obligation due under the Contract.
2.9. Withdrawal from the contract (except for withdrawal from the contract according to paragraph 2.5. of these GTC) must be made in writing. In case of doubt, a withdrawal sent via the postal service provider shall be deemed to have been received by the other Contracting Party on the third working day following its posting.
2.10. The Client may terminate the Contract with no reason given. The notice period shall be one month and shall commence on the first day of the month following the delivery of the written notice to the Purveyor. In such a case, the Client undertakes to pay the Purveyor the remaining reward in full for the remaining months of the campaign, regardless of the termination of the contract itself.
2.12. The Client shall provide the Purveyor with information on the progress of the negotiations with qualified contacts. This information will be forwarded by the client to the purveyor in the form of an entry in a shared Google Excel spreadsheet, intended for the transfer of contacts by the purveyor. In order to achieve the best possible result and to meet the minimum guarantee specified in the Order, the Client is obliged to record the result of the interview, the minutes of the interview and the date of the decision to accept the job offer no later than five working days after the specified date of the interview. In case that the Client fails to provide this information twice in a row within the stipulated period of five working days, the Client acknowledges that the Purveyor is unable to do his or her work properly and the Client loses the right to the guarantees specified in the Order in the given month. In this case, the guarantee is deemed to have been fulfilled in that month.
2.13. If the Client does not contact the contact provided by the Supplier within 2 working days of the Supplier’s delivery of the contact, or does not mark the contact as unsuitable or unqualified, and does not do so even after 3 futile calls from the Supplier, the Client acknowledges that the Supplier is unable to guarantee the success of the campaign and the Client loses the right to the guarantees specified in the Order for that month. In this case, the guarantee shall be deemed to have been fulfilled in that month.
3.1. The Client acknowledges that the creation of the campaign according to its specific needs, in particular the setup of the Facebook advertisement created by the Purveyor, is the know-how of the Purveyor.
3.2. The Client must not interfere with the campaign settings, i.e. limit the Purveyor’s know-how, especially with regard to the texts of the recruitment campaigns (this does not apply to spell checking). The Client may make recommendations to the Purveyor, but the Purveyor is not obliged to follow these recommendations. If the Client explicitly insists on these recommendations or instructions, the Purveyor is not responsible for the fulfilment of the conditions according to paragraph 2.4 of these GTC and their failure to fulfil them is not a breach of contract and does not give rise to the right to withdraw from the contract.
3.3. The Client undertakes not to carry out its own recruitment activities via the facebook.com platform for the specified posts at its own responsibility and expense during the duration of the cooperation.
3.4. The Contracting Parties undertake that all information and other facts relating to the content of this Agreement or provided by the Contracting Parties in connection with the performance under this Agreement (e.g. about the Client’s business strategy, pricing, relations with suppliers, the Purveyor’s know-how used in the campaign, etc.) shall be strictly confidential. The Contracting Parties undertake to maintain absolute confidentiality with regard to all such information.
3.5. The obligation of confidentiality under this Article shall not apply to information that is generally available or information that becomes available other than as a result of a breach of a Contracting Party’s obligation of confidentiality under this Article.
3.6. The Contracting Parties undertake to process the collected personal data in accordance with the principles of Regulation (EU) No 2016/679 of the European Parliament and of the European Council on the protection of natural persons with regard to the processing of personal data, as well as any other related legislation.
3.7. Paragraphs 3.4. to 3.6. of these GTC remain in force after the termination of the Contract, regardless of the reason for termination of the Contract.
4.1. The reward is the amount that the Client is obliged to pay to the Purveyor according to the terms and conditions specified in the Order. The remuneration consists of a fixed component for campaign creation, Facebook advertising, successful delivery of the trial cooperation, campaign management and a success part.
4.2. The fixed component of the remuneration in the amount agreed in the contract is negotiated in such a way that the amount specified in the contract includes the remuneration for the creation of the campaign for the Customer, including the cost of Facebook advertising, as well as the management of the campaign for one month. For each additional month of campaign management, the Purveyor shall be entitled to a reward in the same amount as per the Contract.
4.3. The fixed component of the reward for the first month of the campaign is payable within seven working days of the start of the cooperation. The fixed component of the reward for the following months of the campaign is always due in full within seven working days from the beginning of the month. This applies unless the contract expressly provides for a different maturity.
4.4. The success part of the remuneration arises when the Purveyor delivers a larger number of qualified contacts to the Client in a given month and at the same time delivers at least the minimum agreed number of qualified contacts to the Client in the month preceding that month. The Client shall always have the right to declare that he or she does not wish the Purveyor to deliver more than 50 contacts, which declaration shall only be effective and binding if it is delivered to the Purveyor no later than before the delivery of the 40th contact in a given month. If, despite this declaration, more than one contact is delivered, and the timeliness condition in this paragraph is met, then the Purveyor shall not be entitled to a success reward. The amount of the success reward as well as the conditions for its accrual must be agreed directly in the Contract.
4.5. If the Client is in delay with the payment of the reward or its part thereof by more than five working days and at the same time the reward is not paid even after a request with an alternative deadline, which shall not be shorter than five working days, then the Purveyor is entitled to suspend the campaign until all the Client’s due obligations under this contract have been paid. In this case, the Purveyor’s refusal to perform is not a breach of contract and the Purveyor is also entitled to a reward under the contract as if it had been performed under normal circumstances. The period of suspension of performance by the Purveyor shall count towards the total duration of the campaign.
4.6. All rewards shall be paid on the basis of invoices issued to the Client by the Purveyor. Invoices must have the requirements of a tax document and a commercial document as defined in the Civil Code. Invoices are due within five working days, unless otherwise agreed in the Order.
4.7. If the Client requests a change to the campaign in order to obtain a contact for a different post than the one for which the campaign has already been created, then the Purveyor will modify the campaign on the basis of a new Coaching Questionnaire, which the Client is obliged to refill for this purpose. The Purveyor shall charge a one-off fee of EUR 800 excluding VAT or its equivalent in another currency for each such adjustment of position if the fee is fixed in another currency in the contract.
5.1. In case that the Purveyor is in delay in starting the campaign, the Client is entitled to a contractual penalty of EUR 250 or its equivalent in another currency if the remuneration is stipulated in the contract
5.2. In case of Client’s delay in the payment of any monetary obligation under the Contract, the Supplier shall be entitled to contractual interest on late payment at the rate of 0.1% of the amount due for each day of delay.
5.3. In case of the Client’s delay in payment of the remuneration under the Contract for more than 30 days, the Purveyor shall be entitled to a contractual penalty of EUR 250 or its equivalent in another currency if the remuneration is fixed in another currency in the Contract.
5.4. In case of a breach of paragraph 3.3. of these GTC, the Purveyor shall be entitled to a contractual penalty of EUR 2,500 or its equivalent in another currency if the remuneration is set in another currency in the contract.
5.5. In case that the Client copies or uses the Purveyor’s graphics, the text of the Facebook advertisement and its copyrights related to the questions of the qualification test even after the expiry of the cooperation, the Purveyor is entitled to a contractual penalty of EUR 5,000 or its equivalent in another currency if the remuneration in the contract is set in another currency.
5.6. In case of a breach of paragraphs 3.4 to 3.6 of these GTC, the breaching party shall be entitled to demand a contractual penalty of EUR 500 from the breaching party.
5.7. The Client is entitled to a contractual penalty up to a maximum of the amount of the proven damage.
6.1. The Purveyor will inform the Customer immediately of any problems with the Facebook advertisement.
6.2. The Purveyor shall be entitled to use the name and/or logo of the Client in its list of reference clients on its internet presentations, social networks, promotional materials, etc. only if the Client has given its written consent.
6.3. The concluded Contract and all legal actions preceding the conclusion of the Contract shall be governed by the Czech legal order.
6.4. Any disputes arising under or in connection with the Contract shall be resolved at the District Court in Ostrava (the Czech Republic) or the Regional Court in Ostrava (the Czech Republic).
6.5. These GTC are valid and effective from 03/01/2023