PULSAWORK Agreement on Obtaining and Providing Contact Information

Agreement on Obtaining and Providing Contact Information

Concluded pursuant to Section 269(2) and in accordance with Section 652 et seq. of Act No. 513/1991 Coll. of the Commercial Code, as amended, between the Contracting Parties.

Parties

Service Recipient (Hereinafter “Service Recipient”) is the operator of the portal www.pulsawork.com and of other portals on other domains, and provides services related to process management in companies through a software application as well as related services, all under the conditions set forth in these and related terms.

Agent (Hereinafter “Agent”) means a natural person – a sole trader – or a legal entity who completes an registration form on the portal www.pulsawork.com via the form published on the website www.pulsawork.com (hereinafter “Agent”).

Purpose of the Agreement

The purpose of the cooperation between the Service Recipient and the Agent is to obtain and provide contact information of a client or potential client to the Service Recipient for the purpose of concluding a service agreement by the Service Recipient, under which the Service Recipient undertakes to act as the contractor for the client.

Subject Matter of the Agreement

The subject matter of this Agreement on Obtaining and Providing Contact Information (hereinafter “the Agreement”) is primarily the Agent’s obligation to identify and provide to the Service Recipient the contact information of potential clients. These potential clients may be legal entities or individual entrepreneurs – in an extent defined in point 3.1(a) of the Agreement and under the conditions specified therein.
The Agent undertakes to identify such a client for whom there is no obvious reason to suspect an inability to fulfill his obligations.
The Agent shall perform this activity always taking into account the interests known to him of the Service Recipient, and always in compliance with legal regulations.
The subject matter of this Agreement does not include providing the contact information of data subjects in accordance with Regulation (EU) 2016/679 (GDPR). Instead, it concerns providing the data of legal entities or individual entrepreneurs for the purpose of offering a product intended exclusively for entrepreneurs.
The Agent is not entitled, in the performance of the Agreement, to carry out any activity other than the simple identification and provision of the client’s contact information.
The conditions for establishing the right to commission as well as the amount of commissions are agreed upon in Appendix No. 1 – Commission Schedule.
The Service Recipient is entitled to continuously verify the Agent’s compliance with this Agreement and with all generally binding legal provisions.
The Agent is not entitled to act on behalf of the Service Recipient or to perform any legal acts against third parties (especially, but not limited to, against clients). The Agent shall perform the act of obtaining contact information in his own name and on his own account.
The Agent is entitled to perform the activity specified in point 2.1 of this Article throughout the entire territory of the Slovak Republic. The Agent is entitled to perform the agreed subject either on his own or through third parties authorized by him, and shall be fully liable to the Service Recipient as if he had acted on his own behalf.

Rights and Obligations of the Parties

Rights and Obligations of the Agent:

The Agent undertakes, in particular, to identify and provide information about a potential client, to record his contact details as follows: for a legal entity – the name, registered office, identification number (if assigned), telephone number, and email address; for an individual entrepreneur – the first name, surname, business name, place of business, and information about registration in the relevant register, telephone number, and email address.
The Agent shall communicate with the client honestly, responsibly, with dignity, and in an ethical manner.
The Agent is obligated, when providing his services, to actively promote the good name and reputation of the Service Recipient and to take all necessary measures to ensure that their good name is protected.
The Agent undertakes to provide contact details only for those clients for whom, even without further investigation, there is no obvious concern that they will be unable to fulfill their obligations arising from the service agreement.
The Agent undertakes not to collect any financial payments from potential clients on behalf of or for the account of the Service Recipient. Should the Agent charge a fee from the client in contravention of legal regulations, the Service Recipient shall consider such conduct a material breach of the Agreement and reserves the right to terminate the Agreement with immediate effect pursuant to point 8.2.
The Agent is obligated to maintain confidentiality regarding all facts or information that become known to him in the performance of this Agreement, whether directly or indirectly relating to the Service Recipient or the clients whose contact details are provided by the Service Recipient.
The Agent is required to notify and provide the Service Recipient, upon request and within a period specified by the Service Recipient, all his identification details as well as any other necessary information about himself. The Agent shall notify the Service Recipient of any changes in his details within 15 days from the date he becomes aware of such changes (unless otherwise provided in this Agreement).
The Agent shall, upon request, deliver a current list (the “List of Authorized Persons”) of persons who are his employees or who are in a similar legal or commercial relationship with him and whom he has authorized to perform the activities under this Agreement. For each such person, at a minimum, the Agent must state their name, surname, date of birth, and contact (telephone number or email). This obligation applies also to providing data about any individual authorized person, if requested by the Service Recipient. Prior to providing such data, the Agent shall provide the affected persons with all information in accordance with Articles 13 or 14 of the GDPR.
The Agent undertakes, if he becomes aware that an authorized person has acted or might act in contravention of the interests known to him of the Service Recipient, or if such conduct appears likely, to immediately notify the Service Recipient.
The Agent is obligated to allow the Service Recipient continuous control over his compliance with his obligations and with generally binding legal provisions arising from the subject of this Agreement.

Rights and Obligations of the Service Recipient:

The Service Recipient has the right to reject the performance of the Agreement by a specific person authorized by the Agent, especially if the Service Recipient has reasonable grounds to suspect that such a person has breached any of the obligations set forth in the Agreement, and may exercise its right to terminate the Agreement.
The Service Recipient is entitled to take similar measures if such a person breaches any obligations arising from other agreements with the Service Recipient or if accepting such a person would, for other reasons, be contrary to the legitimate interests of the Service Recipient. The Service Recipient shall then immediately inform the Agent in writing or electronically. Upon rejection of an authorized person, that person is not entitled to perform the activities under this Agreement.
For the purpose of verifying the proper execution of activities and the fulfillment of obligations under this Agreement by the Agent, the Service Recipient is entitled to contact the client and request their feedback on the Agent’s activities.

Commission and Payment

The Agent’s right to receive a commission arises only if he properly performs the activity specified in point 2.1 of this Agreement and properly demonstrates its execution as agreed.
The Agent’s right to receive a commission shall arise only after the conditions set forth in Appendix No. 1 – Commission Schedule have been met, in the amount specified therein.
The Service Recipient is not obligated to pay the commission, and the Agent is obligated to return any commission or parts thereof already paid in cases agreed in Appendix No. 1 – Commission Schedule. The Agent’s obligation to return any commission shall survive even after the termination of this Agreement.
The Service Recipient undertakes to prepare, for each calendar month, based on its records, a “List of Products” for which the conditions for commission payment have been met. The Service Recipient shall then send this List of Products to the Agent by the 15th day of the following calendar month after the end of a three‑month monitoring period. For this purpose, the Agent shall ensure that consent is obtained from each potential client.
The Agent shall, no later than 30 days from the receipt of the List of Products, issue an invoice to the Service Recipient based on it. The due date of such an invoice shall be 30 days from its delivery to the Service Recipient. In the event that the Agent changes the bank account designated for commission payments, the Agent is obligated to immediately inform the Service Recipient of this change, not merely by amending the invoice details.
In the event that the Service Recipient accrues a claim for reversal (“storno”) of the commission (or part thereof) or discovers an error in the commission calculation resulting in an overpayment, the Service Recipient is entitled to adjust or offset the overpaid commission against the receivable in the next issuance of the List of Products.
The Agent is obliged to verify the received List of Products. If the Agent finds any discrepancies with which he disagrees, he is entitled to submit a written (or electronic) complaint within 30 days of receipt to the Service Recipient. The Service Recipient shall address such complaints. Complaints accepted as justified by the Service Recipient shall be included in the List of Products for the next calendar month.
In the event that the Agent becomes a VAT payer during the subsequent period, the prices of fees and the commission shall be deemed to include VAT. Likewise, if the Agent is a VAT payer, the prices of fees and the commission shall be considered inclusive of VAT.
In the event of termination of this Agreement for reasons specified in point 8.2, the Service Recipient is not obligated to pay commission for transactions in which the Agent’s obligations were demonstrably breached. In such cases, the Agent’s right to commission shall not arise. However, the Service Recipient’s right to claim damages and impose a contractual penalty remains intact.

Additional Provisions

For the purpose of communication between the Service Recipient and the Agent, the following addresses, contact persons, and telephone numbers are set forth in Appendix No. 3. The Contracting Parties have agreed that the above contact person on the Agent’s side, as well as the Agent’s statutory representatives, are authorized to change the List of Authorized Persons.
If the Contracting Parties have not agreed otherwise in this Agreement or subsequently in writing, all notices or declarations having legal effects that must be delivered pursuant to this Agreement shall be in written form and delivered personally, by post, or by a recognized courier service that enables confirmation of delivery. Written communications sent by the Service Recipient by post shall be deemed delivered on the third day after dispatch to the Service Recipient’s last known address of the Agent provided in point 5.1, unless earlier delivery is proven. Such written form and delivery method is not necessary for other types of notices or information exchange contemplated by this Agreement (e.g., routine notices). In the event of a change in contact addresses, each Contracting Party is obliged to immediately notify the other in writing.
Invoices shall be sent by post to the company’s address or electronically to the address defined in Appendix No. 3. The invoice due date is 30 days from its delivery to the Service Recipient. The invoice must meet all requirements as a tax document under the applicable legal provisions. If the invoice lacks the required details, the Service Recipient is entitled to return it within its due date to the supplier with an indication of the missing details or incorrect data. In such a case, the due date ceases, and a new due date begins upon the delivery of the corrected invoice to the Service Recipient. The Contracting Party acknowledges that, in this case, it is not entitled to interest on arrears or any other penalty.

Protection of Personal Data

5.1. The subject of this Agreement is not the provision of the personal data of data subjects under Regulation (EU) 2016/679 (GDPR), but the provision of data of legal entities or individual entrepreneurs for the purpose of offering a product intended exclusively for entrepreneurs.

Liability

The obligation of confidentiality and secrecy under this Agreement (in particular, confidentiality regarding all facts that the Agent learns in the course of his work – especially about the Service Recipient’s business partners, know‑how, personal data of other employees, etc., as well as the obligation to protect information and personal data pursuant to Article VI) shall continue and bind the Agent even after the termination of this Agreement, without any time limit. The Agent is also obligated to maintain confidentiality regarding all matters whose disclosure might harm the good name or reputation of the Service Recipient or cause material or immaterial damage.
The Service Recipient has the right to claim from the Agent a contractual penalty pursuant to Section 300 of the Commercial Code, in the amount of EUR 3,000, as well as compensation for any damage that exceeds this amount in any of the following cases:
- If the Service Recipient becomes entitled to terminate the Agreement, or
- In the case of repeated breach of any Agent’s obligation, if the Service Recipient has already given the Agent a written warning regarding the breach.
The Agent is obliged to compensate the Service Recipient for all damages in cases where the Service Recipient has reasonable grounds to suspect that the Agent or any person authorized by the Agent has engaged in activities that lead to, have committed, or have facilitated a criminal offense by not acting with due care or by acting contrary to the known interests of the Service Recipient.
The Contracting Parties further agree that if any Contracting Party breaches its obligations under this Agreement and causes damage to the other Party exceeding the contractual penalty, the liable Party shall also be obliged to compensate for the excess damage pursuant to Section 373 of the Commercial Code.
For the purposes of set-off, the Contracting Parties agree that mutual claims may be offset, even if any of them is not yet due.

Final Provisions

This Agreement shall enter into force on the date of its signing by both Contracting Parties and is concluded for an indefinite period.
The Service Recipient reserves the right to terminate this Agreement with immediate effect upon delivery of a termination notice if the Agent breaches a material contractual obligation. In particular, the Service Recipient is entitled to terminate if it has reasonable grounds to suspect that the Agent has breached any of the following obligations:
- Breach of the obligation specified in point 3.1(e),
- Breach of the obligation of confidentiality or protection of information and personal data pursuant to Article V,
- Gross breach of the Agreement or conduct not performed in good faith or contrary to the known interests of the Service Recipient,
- Damage to the good name and reputation of the Service Recipient,
- Breach of any of its contractual obligations under this Agreement in a minor manner or failure to remedy a delay after prior written warning.
Either Contracting Party may terminate this Agreement at any time in writing without giving any reason. The notice period is one month, commencing from the first day of the calendar month following the month in which the termination notice is delivered to the other Party. During the notice period, the Agent is not entitled to obtain or provide clients’ contact details unless otherwise agreed for a specific case. Regardless of the notice period, the Agreement shall always terminate upon the expiration of the period for which it was concluded.
Any changes or supplements to the text of this Agreement may only be made in writing by way of an addendum signed by the authorized representatives of both Contracting Parties.
This Agreement is executed in counterparts, of which each Party receives one.
This Agreement enters into force and becomes effective on the date it is signed by both Contracting Parties.
The Contracting Parties declare that they have familiarized themselves with the contents of this Agreement, have agreed upon its content in all respects, and enter into it based on their free and independent will, attaching their signatures as evidence.
The Agent declares that he is entitled to perform the activities of an Agent and that by performing these activities he does not violate any generally binding legal provisions governing business, and that he duly fulfills his tax and other obligations imposed by law.

Appendix No. 1 – Commission Schedule forms an integral part of this Agreement.

Appendix No. 2 – Template: Consent for the Provision of Data Considered Trade Secrets is attached.

Appendix No. 3 – Contact Persons is attached.