Agreement on Data Provision via API

AGREEMENT ON DATA PROVISION VIA API

Concluded pursuant to Section 269(2) of the Commercial Code Act No. 513/1991 Coll., as amended, between

Provider (Hereinafter “Provider”) 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.

Client (Hereinafter “Client”) 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 “Client”).

Article I – Preliminary Provisions

  1. The subject of this Agreement is to regulate the rights and obligations of the Contracting Parties in the provision of services via a defined secure interface between the electronic environment of the Provider and that of the Client, which enables the secure transfer and exchange of information and sensitive data (hereinafter "API").

  2. This Agreement sets forth the method and conditions for using the services via the API and defines the rights and obligations of the Contracting Parties.

  3. Each Contracting Party shall offer and provide its services in its own name and on its own account.

  4. Under this Agreement, neither Contracting Party is authorized to act on behalf of the other.

Article II – Service Packages and Price

  1. The subject matter of this Agreement is the provision of services defined in Appendix No. 1.

  2. The price for the services is defined in Appendix No. 1.

  3. The Contracting Parties have agreed that if services are provided beyond the scope of the package chosen in Appendix No. 1, the price for the additional work shall be determined as the product of the number of required man-days at EUR 55.00 per man-day plus VAT.

  4. The Provider shall have the right in subsequent years to increase the agreed remuneration by the latest published annual percentage increase in prices (inflation) as announced by the Statistical Office of the Slovak Republic.

  5. The Contracting Parties have agreed that invoicing shall always be based on the maximum number of accesses established in a given month, regardless of the status of active accounts at the beginning or the end of the month.

  6. The Contracting Parties have further agreed that the minimum monthly value of the service shall be … EUR excluding VAT. If the Client orders services that, according to the price list, do not reach this sum, the Client shall be invoiced the sum stated above, regardless of the scope of services ordered.

  7. The Provider is obligated to create and operate the API in accordance with the provisions of this Agreement and its Appendices and to provide, via the API, the services specified in Appendix No. 1. In connection with the provision of services via the API, the Provider undertakes to provide the Client with technical support as specified in this Agreement.

Article III – Payment Terms

  1. The price for the performance of the subject matter of this Agreement is stated in the order, excluding VAT. VAT shall be added in accordance with applicable legal provisions.
  2. The price is fixed. Any change may only occur by way of a written addendum to this Agreement or the order.
  3. Payment shall be made to the Provider based on tax documents (invoices) issued and delivered by the Provider. The invoice must comply with the Agreement, the agreed performance, and applicable legal requirements.
  4. The Provider shall issue an invoice at the end of each calendar month for the following calendar month.
  5. The Client is entitled to return the invoice to the Provider for revision, is entitled to withhold payment, and shall not be deemed in default (i.e. the due date shall not commence) if the Provider fails to adhere to the stated procedure, fails to meet the requirements for invoicing, the invoicing is not justified, or if the invoice lacks the agreed required details or attachments. The invoice shall be delivered to the Client’s registered office either personally against a signature, by registered mail, or electronically.
  6. The due date for a duly issued invoice by the Provider is 7 days from the day of its delivery to the Client, unless otherwise specified in the order. In the event of the Client’s delay in payment, the Parties have agreed on a late payment interest of 0.02% per day of the agreed price.

Article IV – Rights and Obligations of the Contracting Parties

  1. The Provider is obliged to provide the Services in accordance with the conditions and specifications set forth in this Agreement and in Appendix No. 1.
  2. The Provider is entitled to require the Client to provide necessary cooperation.
  3. The Client undertakes to provide the Provider with the necessary cooperation for the performance of this Agreement.

Article V – Special Provisions on Confidentiality

  1. The Provider undertakes to maintain the confidentiality of confidential information and of the information constituting the Client’s trade secrets, which it becomes aware of in connection with the performance of this Agreement. In particular, information about the Client’s activities, the prices of its goods and services, its business partners, its financial indicators, and similar data shall be considered confidential. Sensitive and confidential information also includes personal data contained in the Client’s information systems.
  2. The Provider shall contractually ensure that the obligation of confidentiality regarding trade secrets and confidential information is also incorporated into contracts with its partners and any persons granted access to such information.
  3. The Provider undertakes not to disclose or make accessible any confidential information to any third party and to securely store and protect such information using appropriate means at its premises.
  4. In the case of data or confidential information provided in electronic form/electronic communications, the Provider shall archive such data only temporarily, so that it can be permanently removed from any archival, documentation, or similar systems for managing data and documents.
  5. In the case of physically delivered confidential information, the Provider shall act so that such information may be returned to the Client in full and that all copies of documents are permanently destroyed.
  6. Within 5 days after receiving a request from the Client, the Provider shall ensure the permanent removal of data containing confidential information (which cannot be returned) and, within the same period, return to the Client all materials containing confidential information.
  7. The Provider shall, within the stated 5-day period, deliver a statement to the Client confirming that all of the Client’s confidential information has been permanently removed from the Provider’s electronic systems and those of its partners, and that all documents containing the Client’s confidential information are ready for return.
  8. The Provider undertakes not to publish, disseminate, or otherwise make confidential information available to any third party or to use it in an unauthorized manner.
  9. The above removal requirement does not apply to solution code and documentation created and received by the Client during the performance of this Agreement.

Confidential information does not include information that is publicly known on the day of signing this Agreement or that, on the day of signing:

  • can be obtained from publicly available sources, or
  • becomes publicly known after signing this Agreement except as a result of a breach by any Participant of this Agreement, or
  • was acquired by a Participant in accordance with the law and not obtained on a confidential basis as defined herein, or that a Participant acquired from a third party who was fully authorized to provide it on a non-confidential basis.
  1. The Provider is obligated to ensure that all its employees and any other persons who may come into contact with the confidential information maintain the confidentiality as specified in this Article.
  2. In the event of a breach of the confidentiality obligation by the Provider, the Client shall be entitled to claim compensation for the damage caused in accordance with § 271 (with reference to § 373 and subsequent provisions) of the Commercial Code.

Article VI – Reporting of Incidents

  1. The Client undertakes to report any incident to the email address: support@sodonbos.com.

  2. The Provider is obliged to ensure that the receipt and reading of the Client’s email is confirmed by the Provider by replying (e.g., “We confirm receipt and reading of your email from an email address on the sodonbos.com domain”).

  3. The Provider shall commence the appropriate measures to provide the Service and continue them until the incident is fully resolved, unless the Client indicates otherwise.

  4. The Provider shall assign priorities to reported incidents according to the following criteria and resolve them within the specified time:

    Priority Code Priority Description Response Time
    1 High Core functions are unavailable and the incident prevents service provision. The incident has halted the Partner’s processes and no workaround exists. The incident severely disrupts security requirements or prevents required logging and monitoring (e.g., non-functional API Gateway, security incident, non-functional Webhook). 12 hours
    2 Medium The incident has a serious impact on service provision, though the API is not completely non-functional. The incident causes reduced API functionality. A workaround exists but may result in financial loss for the Partner or require significant manual effort, or entails high risk. Core application functions continue to operate (e.g., delayed API response, incorrect data). 36 hours or 3 working days
    3 Low A minor incident that does not significantly impact service provision and is generally tolerable (cosmetic error). A workaround exists and does not result in financial loss for the Partner. Next Release

  5. The Provider is not liable to the Client for any damages caused by actions or malicious interference with the Client’s existing information systems, loss or damage of data, etc.

Article X – References

The Contracting Parties hereby grant each other a free, mutual consent to use the references provided by one another concerning the services related to this Agreement, both internally within their companies and externally to the public and potential additional customers and clients.

"Use of a reference" means, in particular, using it by publishing it in textual and graphic form on the website of the other Contracting Party, in applications, in promotional, advertising, and marketing materials (whether electronic, audiovisual, or paper), via mass media, social networks, etc.

Upon request, the Contracting Parties shall provide each other, for the purpose of references, with the logos of their companies and the products related to this Agreement in an appropriate quality.

Article XI – Termination of the Agreement

  1. This Agreement is concluded for a term of one year with automatic renewal for an additional year.
  2. Either Contracting Party may notify the other that it no longer wishes to extend this Agreement for an additional year, provided that such notice is given at least 3 months before the expiration of the current term.
  3. This Agreement may be terminated by written agreement of both Contracting Parties.
  4. The Provider is entitled to withdraw from this Agreement, at its sole discretion, due to a breach by the Client if:
    • The Client is in default in payment of a duly invoiced amount for longer than 30 calendar days.
    • The Client, despite a written request from the Provider, repeatedly fails to provide the agreed, justified, and necessary cooperation for longer than 30 calendar days. The Provider may withdraw unilaterally based on the above only if the Client (or its statutory representative) has been given written notice of the delay exceeding 30 days, the possibility of termination, and if no remedy is made by the Client within an additional 7 days from the date of the Provider’s written notice.
  5. The Client is entitled to withdraw from this Agreement if:
    • The Provider is delayed in properly providing the service for longer than 30 calendar days.
    • The Provider is more than 30 days in default in fulfilling its legal or contractual obligations despite the Client providing the necessary cooperation within the agreed time frame (excluding delays caused by the Client).
    • In other cases specified in the Agreement, the order, or by law.
  6. Withdrawal from the Agreement must state the reason for withdrawal. The conditions for delivery of a withdrawal notice shall be as agreed between the Contracting Parties and similar to those in the Civil Procedure Code in effect on the date of signing this Agreement. A notice is deemed delivered even if the addressee refuses or fails to accept it due to their own fault or omission. In such cases, it shall be deemed delivered upon expiry of the storage period at the post office as determined by the sender and upon return of the shipment to the sender, as evidenced by intact proof.
  7. Notices delivered by courier (e.g., DHL, UPS, GLS, DPD) shall be deemed delivered at the moment of receipt by the Contracting Party. If courier delivery fails, the notice shall be deemed delivered on the third day after the first delivery attempt, as evidenced by the courier’s statement.
  8. In the event of withdrawal or termination, the right of the withdrawing party to claim the agreed contractual penalty or to claim full compensation for any damage incurred shall remain unaffected. The right to both the contractual penalty and damage compensation shall apply concurrently.
  9. The Provider has the right to terminate this Agreement without giving any reason, with a notice period of 1 month. The notice period shall commence on the first day of the calendar month following its delivery to the Client.
  10. Upon termination or cancellation of this Agreement, the Provider is obligated to immediately return to the Client all items, outputs, and materials (including codes) that were obtained or prepared in connection with the performance of this Agreement.
  11. The Provider is not liable for any financial or non-financial losses incurred by the Client due to the termination of the Agreement, regardless of the reason or method of termination.

Article XII – Final Provisions

  1. This Agreement shall enter into force and become effective on the date of its signing by both Contracting Parties. It is executed in two counterparts, each of which is deemed an original, with each Contracting Party receiving one counterpart.
  2. An integral part of this Agreement are the following Appendices:
    • Appendix No. 1 – Specification of Services and Price List.
  3. Legal relations between the Contracting Parties not regulated by this Agreement shall be subsidiarily governed by the applicable legal norms of the Slovak Republic, in particular the Commercial Code and the Copyright Act (Act No. 185/2015 Coll.).
  4. In the event of any conflict between the provisions of this Agreement and the order, the order shall always prevail.
  5. If any provision of this Agreement or the order is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions. In such a case, both Contracting Parties undertake to promptly replace the invalid or unenforceable provision with a new provision that preserves the original intent.
  6. This Agreement expresses the mutual will of the Parties, which they confirm by signing it freely, seriously, and without error after having read it.
  7. Any changes or supplements to this Agreement may only be made in writing based on the mutual consent of the Contracting Parties; otherwise, they are invalid.
  8. The Contracting Parties declare that they have read this Agreement, fully understand its content, and sign it as a sign of their free and informed consent.