INTERMEDIATION AGREEMENT

This Agreement is concluded pursuant to Section 642 and following of Act No. 513/1991 Coll. (the Commercial Code) as amended (hereinafter “the Agreement”) between the following parties:

Interested Party (Hereinafter “the Interested Party”) 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.

Intermediary (Hereinafter “the Intermediary”) 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 “Intermediary”).

The Interested Party and the Intermediary shall hereinafter be referred to individually as a “Contracting Party” and collectively as “the Parties.”

DECLARATIONS

The Parties mutually declare and confirm by their signatures that:

  • They are duly authorized and legally competent to conclude this Agreement.
  • They enter into this Agreement on the basis of their free and independent will.

PREAMBLE

  1. The Interested Party is the operator of the PULSAWORK platform (hereinafter “PULSAWORK”).
  2. On the basis of this contractual relationship, the Intermediary shall use its best efforts so that the Interested Party has the opportunity to conclude a transaction with a third party on the terms set forth in this Agreement.
  3. The Parties agree that throughout the term of their contractual obligations, they shall adhere to the principles of fairness and mutual economic benefit as well as the principle of timely exchange of the necessary information and fulfillment of financial obligations.
  4. The Parties further declare that they shall perform all obligations arising from this Agreement properly and on time.

SUBJECT MATTER OF THE AGREEMENT

  1. The subject of this Agreement is the remunerated, repeated intermediation of business opportunities by the Intermediary for the Interested Party.
  2. A “business opportunity” is understood to mean the conclusion of an agreement between the Interested Party, as operator of the PULSAWORK platform, and an end customer, under the conditions specified in this Agreement.
  3. The Intermediary undertakes, during the term of this Agreement, to perform activities aimed at enabling the Interested Party to conclude an agreement (hereinafter “Intermediated Agreement”) with one or more third parties from India (hereinafter “Partner”), and the Interested Party undertakes to pay the Intermediary a commission (remuneration) on the terms set forth herein.

RIGHTS AND OBLIGATIONS OF THE PARTIES

A. Conclusion of the Intermediated Agreement

  • An Intermediated Agreement is deemed concluded when the Intermediary:
    (i) identifies a Partner,
    (ii) provides the Interested Party with the contact details of that Partner, and
    (iii) an agreement is concluded with said Partner.

B. Notification and Information Exchange

  • The Intermediary shall, without undue delay, inform the Interested Party of any circumstances that are important for its decision-making regarding the conclusion of an Intermediated Agreement.
  • The Interested Party shall, in turn, inform the Intermediary of any facts which, in the Intermediary’s opinion, are crucial for the conclusion of such an Intermediated Agreement based on the information provided by the Interested Party.

C. Compliance with Legal Provisions and Instructions

  • The Intermediary undertakes to perform its activities in accordance with all applicable generally binding legal provisions.
  • In the performance of the subject matter of this Agreement, the Intermediary shall abide by the instructions of the Interested Party. Should the Interested Party insist on a procedure that does not comply with applicable laws, the Intermediary shall not be held liable for any breach, provided that the Intermediary has previously notified the Interested Party of such discrepancy.

D. Confidentiality

  • The Parties are obliged to maintain confidentiality regarding the contents of this Agreement, in particular the commission rates, pricing, know‑how, etc., even after the termination of this Agreement. (The detailed confidentiality provisions are set forth in Appendix No. 2 to this Agreement.)

E. Conduct and Representation

  • The Intermediary shall conduct its communications with the Partner in an honest, responsible, dignified, and ethical manner.
  • The Intermediary shall, when providing its services, actively promote the good name and reputation of the Interested Party and shall take all necessary measures to ensure that the Interested Party’s reputation is protected.
  • The Intermediary is prohibited from, on behalf of or for the account of the Interested Party, collecting any financial payments from persons interested in PULSAWORK. Should the Intermediary collect such payments, the Interested Party reserves the right to terminate this Agreement immediately.

F. Marketing Support

  • The Parties agree that the Interested Party will provide the Intermediary with marketing materials for the promotion of PULSAWORK to an appropriate extent.
  • Should the Intermediary request additional marketing products, the Parties will negotiate the matter separately.

PLATFORM EXTENSIONS AND LICENSING

  1. The Parties agree that if a Partner expresses interest in having any extension (or customization) developed for the PULSAWORK platform (an “extension” also meaning any enhancement or adaptation of the PULSAWORK platform), then the Intermediary shall negotiate directly with the Partner in its own name and on its own account, and shall inform the Interested Party of this matter.
  2. The Interested Party shall provide the Intermediary with a developer’s manual for integrating the extension with the PULSAWORK platform.
  3. The Intermediary shall perform a penetration test of the extension at its own expense.
  4. The Intermediary will conclude a separate agreement with the Partner regarding the services in question, undertaking to provide the Partner with services at a reasonable price and quality so as not to undermine the trust of the Partner in either the PULSAWORK platform or the Interested Party.
  5. The Parties agree that, in the event that the Intermediary provides services to a Partner pursuant to the above clause, the Interested Party shall be entitled to a fee for its role in code review, quality assessment, consultations, etc. This fee shall amount to 10% of the invoiced price for the extension of the PULSAWORK platform, with a minimum amount equal to the product of the number of hours and an agreed hourly rate. The Interested Party shall announce its pricing offer for the work after specifying the scope and details of the extension.
  6. Should the services provided by the Intermediary to the Partner be rendered pursuant to clause 12 of this Agreement, the Intermediary hereby grants the Interested Party, in accordance with Section 70 (2) of Act No. 185/2015 Coll. (the Copyright Act) as amended, an exclusive, royalty-free license to the extension developed for the PULSAWORK platform, including but not limited to the right to:
    • Process it;
    • Combine it with another work;
    • Include it in a database;
    • Reproduce it;
    • Publicly disseminate the original or any reproduction by transfer of ownership, lending, or leasing;
    • Publicly display the original or reproduction;
    • Publicly perform or transmit it.
  7. For the avoidance of doubt, the Intermediary is not entitled, except for the Interested Party, to grant any third party a license under this clause and must refrain from doing so.
  8. The license granted herein is without any material or territorial limitation and shall remain in effect for the entire duration of the proprietary copyright in the extension.
  9. By virtue of the exclusive license granted, the Interested Party undertakes to grant a sublicense to any Partner who orders the extension of the PULSAWORK platform.
  10. The Interested Party is entitled to transfer the license to any third party, and the Intermediary hereby gives its express and irrevocable consent for the Interested Party to grant sublicenses to any third party at its sole discretion.
  11. In the event of the dissolution of the Intermediary as a business entity, the copyright in the extension shall transfer to its legal successor.
  12. The Intermediary declares that it is and will remain entitled to grant all rights under this clause. In the event that the Intermediary is not the holder of the copyright in the extension, it declares that it has been (or will be) granted an exclusive license (with the author not being entitled to grant a license to any other person nor to use the extension itself or any part thereof) to use the extension, and that it has received the author’s consent to grant sublicenses. The license under this clause shall be deemed a sublicense under Section 72 (1) of the Copyright Act, with all conditions for granting a sublicense set forth in this clause.
  13. If any third parties assert claims based on copyright infringement due to any misrepresentation by the Intermediary, the Intermediary shall, at its own expense, secure the necessary consents regarding the use of the extension and shall satisfy all such valid claims without impeding the Interested Party’s proper use of the extension. The Interested Party’s right to claim damages remains unaffected.
  14. The Intermediary shall deliver to the Interested Party:
    • The source code or any other representation of the extension in the form of command files or instructions, and any other materials necessary for its functionality;
    • Any login credentials required for the use of the extension.
  15. The Parties agree that if a Partner wishes to have an extension developed directly by the Interested Party, the Parties shall enter into separate negotiations on the terms for developing the HIRIIS platform.

COMMISSION AND PAYMENT TERMS

  1. The Parties agree that the Interested Party is obliged to pay the Intermediary a commission (remuneration) on the terms set forth in this Agreement.
  2. The basis for earning a commission and its amount is specified in Appendix No. 1 to this Agreement.
  3. The Intermediary shall be entitled to receive the commission only if it has properly performed and demonstrated the performance of the activity associated with concluding an Intermediated Agreement.
  4. The Interested Party undertakes to prepare, for each calendar month based on its records (hereinafter “List of Products”), a list of products for which the conditions for commission payment have been met. The Interested Party shall then send this list to the Intermediary by the 15th day of the following calendar month. The conditions for commission payment are set out in Appendix No. 1.
  5. The Intermediary shall, no later than 30 days after receiving the List of Products, issue an invoice to the Interested Party for payment. The invoice shall be due 30 days after its receipt by the Interested Party, unless a justified delay occurs (due to illness, etc.). In the event of a change in the bank account designated for commission payments on the part of the Intermediary, the Intermediary shall immediately inform the Interested Party of such change, not merely by amending the invoice details.
  6. In the event that the Interested Party accrues a claim for a reversal (or “storno”) of commission, or if the Interested Party discovers an error in the commission calculation that results in an overpayment, the Interested Party is entitled to offset the overpaid commission against the receivable at the time of the next List of Products issuance.
  7. The Intermediary is obliged to check the received List of Products. Should the Intermediary find any discrepancies with which it disagrees, it is entitled to submit a written (or email) complaint within 30 days of receipt. The Interested Party shall address any justified complaints and include them in the next month’s List of Products.
  8. If the Intermediary becomes a VAT payer during the subsequent period, the prices of fees and the commission shall be deemed to include VAT. Similarly, if the Intermediary is a VAT payer, fees and commission shall be considered inclusive of VAT.
  9. In the event that this Agreement is terminated for reasons attributable to the Intermediary (especially as stated in clause 51 of this Agreement), the Interested Party shall not be obliged to pay any commission for transactions in which the Intermediary’s obligations were demonstrably breached. In such cases, the Intermediary shall have no right to receive commission; however, the Interested Party’s right to claim damages or impose contractual penalties remains.
  10. The Interested Party declares that the agreed commission is considered appropriate and is set in accordance with Act No. 18/1996 Coll. on Prices, as amended, and in accordance with good morals.
  11. If an Intermediated Agreement is concluded or if performance by the Partner occurs after the termination of this Agreement, the Intermediary’s claim to commission shall remain, provided that all conditions for payment are met.
  12. The Interested Party agrees to receive invoices electronically at the email address stated in the header of this Agreement.
  13. In the event of a delay by the Interested Party in paying the commission, the Intermediary is entitled to claim a late payment interest at a rate of 0.02% per day on the outstanding sum.
  14. The Intermediary shall not be entitled to reimbursement for any costs associated with the intermediation in addition to the commission.
  15. The Intermediary is obliged, for the benefit of the Interested Party, to keep all documents obtained in connection with the intermediation activity for as long as these documents may be relevant for the protection of the Interested Party’s interests.

SPECIAL PROVISIONS

  1. The Parties agree that during the term of this Agreement, they shall mutually inform each other of all changes regarding the trade name, registered office/place of business, business activities, statutory bodies (including changes in representation) as well as all decisive matters that may affect the fulfillment of obligations.
  2. Each Contracting Party is obliged to notify the other in writing of any impending or commenced bankruptcy or restructuring proceedings.
  3. The duty of confidentiality and secrecy regarding the content of this Agreement (in particular, the commission, pricing, know‑how, etc.) as well as the duty to protect information and personal data as provided in this clause shall continue to bind the Intermediary even after the termination of this Agreement, without any time limit.
  4. The Interested Party shall have the right to claim contractual penalty against the Intermediary pursuant to Section 300 and following of the Commercial Code in the amount of EUR 3,000, as well as any damages exceeding that amount, in the following cases:
    • If the Interested Party becomes entitled to terminate the Agreement, or
    • In the case of repeated breach of any of the Intermediary’s obligations, provided that the Interested Party has previously given written notice regarding the breach.
  5. The Intermediary is obliged to compensate the Interested Party for all damages in cases where the Interested Party has reasonable grounds to suspect that the Intermediary or any person entrusted by the Intermediary has engaged in, or facilitated, criminal activity or acted with a lack of due care, or acted contrary to the interests of the Interested Party.
  6. Furthermore, the Parties agree that if any Contracting Party breaches its obligations under this Agreement and causes damages to the other party that exceed the contractual penalty, that party shall also be liable to compensate for the excess damage pursuant to Section 373 and following of the Commercial Code. For the purposes of such set-off, the Parties agree that mutual claims may be offset, even if any of them has not yet become due.

DELIVERY

  1. The Parties agree that, unless otherwise provided in this Agreement, all communications relating to this Agreement shall be sent to the addresses indicated in the header of this Agreement or to the current address registered in the appropriate register, and shall be deemed delivered upon receipt by the addressee.
  2. The Parties further agree that communications shall be deemed delivered even if returned to the sender, provided that the addressee has, by act or omission, caused the delivery to fail (for example, if the addressee refuses to accept the communication, is unknown, or does not pick up the communication within the collection period). In all cases, a communication shall be deemed delivered seven (7) days after its dispatch, except in the case of termination of this Agreement, where a termination notice shall be deemed delivered three (3) days after dispatch. The effects of delivery shall arise even if the addressee was unaware of the content or the delivery.

SEVERABILITY CLAUSE

If any provision of this Agreement is or becomes invalid, unlawful, or unenforceable in any respect, such provision shall be deemed severed from the remaining provisions without affecting their validity, legality, or enforceability. If such invalidity, unlawfulness, or unenforceability affects the rights and/or obligations of the Parties, the Parties shall use their best efforts to replace the invalid, unlawful, or unenforceable provision with a valid, lawful, and enforceable provision that best reflects the original intent of this Agreement.

FINAL PROVISIONS

  1. This Agreement shall enter into force and become effective on the date of its signing by both Parties.

  2. This Agreement may be amended or supplemented only by written addenda signed by both Parties.

  3. In the event that this Agreement does not address all rights and obligations of the Parties, or where the Agreement is silent, the Parties shall be governed by generally binding legal provisions, in particular the relevant provisions of the Commercial Code.

  4. All disputes arising from this Agreement, including disputes regarding its validity, interpretation, or termination, shall be resolved before the generally and territorially competent general court of the Slovak Republic.

  5. This Agreement is executed in 2 counterparts, each of which shall be considered an original, with each Party receiving one counterpart.

  6. An integral part of this Agreement are:

  7. The Parties declare that, at the time of entering into this Agreement, no circumstances are known that would prevent or exclude the conclusion of this Agreement, or which might constitute a serious impediment to the fulfillment of its subject matter.

  8. The Parties declare that their contractual freedom is not limited, that this Agreement is concluded by mutual consent, that it is entered into freely, seriously, without coercion or manifestly unfavorable conditions, that they fully understand its content, and that they sign this Agreement as a sign of their consent.