1.2 If the Hiring Company and the Candidate get connected by Hiring Company’s using of the Service and the connection results in Hiring Company and Candidate’s entering into an employment agreement or agreement on performance of project-based, this resulting relationship shall be created exclusively between the Hiring Company and the Candidate and Techloop shall not be deemed to be an intermediary, agent or otherwise a party to such an agreement (“Relationship”). As a result, Techloop shall not be in any way a subject to any right or obligations arising from the Relationship.
2 REGISTRATION AND THE AGREEMENT
2.1 For the Hiring Company to be eligible to use the Services it must:
2.1.1 be an existing and lawfully established legal entity or natural person (entrepreneur);
2.1.2 have a legal capacity necessary to conclude the Placement Agreement;
2.1.3 possess all authorizations, licences and registrations (such as the trade licence and any other specific licences) necessary to conduct the activities the Hiring Company is engaged in;
2.1.4 act through the authorized representative within any activities in connection with the Website or the Services;
2.1.5 not be bankrupt, not have been declared bankrupt, not have entered into liquidation proceeding, not be subject to a proposal to wind up the company and not be insolvent as well as not be aware of any facts that would lead to any of the above situations or to filing of any of the above proposals.
2.2 For the Hiring Company to be able to use the Services, it must register on the Website by submitting a request thereof to Techloop. Provided that the Hiring Company meets the Eligibility Criteria, accepts these Terms and Techloop, at its sole discretion decides to approve the Hiring Company, the Hiring Company shall be registered (“Registration).
3 COMPANY PROFILE AND USER CONTENT
3.1 When Registration has been made, the Hiring Company may create a profile page at the Website for its promotion and marketing purpose vis-a-vis the Candidates (”Company Profile”). The Hiring Company provides information and content (primarily company information, photos, videos, pictures and other marketing material) (“Content”), solely for the purpose of Hiring Company’s representation on the Website (“Purpose”). The Hiring Company hereby grants a license (free of charge and irrevocable) to Techloop to use the Content for the Purpose.
3.2 The Hiring Company shall not place on the Website or send to users of the Website i) unsolicited commercial communication (spam) or ii) advertisements of the Hiring Company or third parties. The content is available to all Candidates through the Website. The Hiring Company is responsible for the Content being complete, correct, lawful, up-to-date, and for any damage which may occur as a result of the Hiring Company’s failure in this regard. Information which has been published by the Hiring Company in accordance with paragraph 3.1 shall not be deemed as “advertisements.”
3.3 The Users have the sole responsibility for all content published by it on the Website (“User Content”). Techloop has the right to, at any time and without giving prior notice to the Hiring Company, delete or temporarily limit the Hiring Company’s access to User Content if the User Content in any way causes a breach of this Agreement and/or if Techloop otherwise finds it necessary or appropriate. Techloop may, if the Hiring Company makes a written request thereof, sort User Content in categories and/or change or delete such sorting to make the Website more user-friendly.
4 EMPLOYMENT OFFERS AND PLACEMENT AGREEMENTS
4.1 Through the Services, Hiring Company may request to initiate a conversation with the Candidate (“Employment Offer”), which the Candidate will decide to accept (“Acceptance”) or refuse. The Candidate’s identity and/or some contact details will be revealed to the Hiring Company at the moment of Acceptance.
4.2 If the Candidate accepts an Employment Offer, the Hiring Company and the Candidate may at their own discretion decide whether or not they wish to enter into a binding employment agreement and other such agreements which may be required in accordance with the Employment Offer. If as a result of the Employment Offer, the Hiring Company and the Candidate make verbal or written commitments to enter into a binding employment agreement and other such agreements which may be required in accordance with the Employment Offer, have agreed on remuneration (salary or its equivalent as per the individual agreement) and Techloop has been notified in oral or written form of this commitment by both the Hiring Company and the Candidate (“Placement Criteria”), such agreement will be considered a placement via Techloop (such agreement is hereinafter referred to as the “Placement Agreement”, and such legal relationship evolving out of it is referred to as the “Placement”).
4.3 If an agreement between the Candidate and the Hiring Company, which would meet all Placement Criteria apart from Techloop being notified in oral or written form of the commitment by both (or one of the) Hiring Company and the Candidate, is concluded within six (6) months of the Acceptance, such agreement shall be deemed Placement Agreement. Hiring Company is obliged to inform Techloop in writing or oral form of a Placement within three (3) business days from the Placement Criteria being fulfilled.
4.4 The Hiring Company acknowledges that a Candidate’s accept of an Employment Offer does not constitute of a binding agreement between the Hiring Company and the Candidate to, and that neither the Hiring Company nor the Candidate is obliged to enter into the Placement Agreement even in the event of Acceptance. The Hiring Company acknowledges that these Terms in themselves do not prevent the Hiring Company and/or the Candidate from imposing any liability due to negligence in contractual negotiations.
5 FEE AND COMPENSATION
5.1 Unless otherwise agreed between the Parties, the Hiring Company may use the Services free of charge. However, the Hiring Company shall pay a fee to Techloop if the Hiring Company enters into the Placement Agreement (”Fee”).
5.2 The Fee amounts to:
5.2.1 one (1) time payment equivalent to 15% of annual gross salary (or its equivalent as per Placement Agreement) including holidays allowances and bonus, exclusive of value added tax, if the Candidate becomes the employee (or equivalent) of the Hiring Company based on the Placement Agreement or the Candidate performs activities for the Hiring Company based on the Placement Agreement for fixed monthly remuneration, unless different Fee is agreed in Side Letter (as defined in section 10.2 below);
5.2.2 fixed fee paid in monthly instalments (“Instalment”) in the amount of CZK10,000 per month, exclusive of value added tax, if the Candidate performs activities for the Hiring Company based on the Placement Agreement for irregular monthly remuneration (“Variable Project”). The Instalment will be paid for each started month for the duration of the Variable Project and the number of Instalments will not exceed ten (10) unless the scope of the Variable Project substantially changes.
5.3 The Fee shall be paid within thirty (30) days after the Placement Criteria have been met, to a bank account appointed by Techloop. If the Employment is terminated within ninety (90) days after the entering of the Placement Agreement, credit the Fee to the Hiring Company for future Placements. The first Instalment shall be paid within thirty (30) days after the Placement Criteria have been met and subsequent Instalments will be paid within ten (10) days from the first calendar day of the month following the month for which Instalment has been paid, to a bank account appointed by Techloop.
5.4 If payment of Fee or Instalment is overdue, interests shall accrue according to the applicable laws of Czech from the due date. Any (legal) costs incurred by Techloop arising from non or late payment of an invoice by a Hiring Company shall be born by the Hiring Company.
6 OTHER OBLIGATIONS OF THE HIRING COMPANY
6.1 All information provided or given by the Hiring Company in relation to the Agreement, the Services and/or the Website shall be up-to-date and correct.
6.2 The Hiring Company warrants that everything which is done in its name and related to the Agreement, the Services and/or the Website, is done by an authorized representative and that the acts of such representative are binding for the Hiring Company.
6.3 The Hiring Company undertakes not to use personal information which the Hiring Company has received from the Website or when using the Services, and which may be derived to a certain User, other than in accordance with the Agreement.
6.4 The Hiring Company may not, or try to ”circumvent” the Website by contacting a Candidate which the Hiring Company has become aware of by using the Website and/or the Services. Initial contact with Candidates shall be in accordance with these Terms regardless of whether or not such contact is being initiated due to an Employment Offer.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 Techloop is the owner of the Website.
7.2 Techloop owns all rights, including all intellectual property rights, to the Website and the Services, including – but not limited to – process, method, software and design. Users do not obtain any intellectual property rights to the Website or the Services, or any of the material which has been created in it, unless otherwise stated in section 3. Users are prohibited from making copies of, or parts of, the content of the Website of the Services without the consent of Techloop.
8 HANDLING OF PERSONAL DATA
8.2 The Hiring Company undertakes to use all personal data which the Hiring Company uses within the Services in accordance with the applicable data protection regulations.
9 THIRD PARTY WEBSITES
9.1 The Website may contain links to third party websites. Third party websites are outside the control and responsibility of Techloop. Techloop is neither responsible for the content of third party websites, nor for any eventual damage that occur when a User uses such services that are provided from a third party website. All use of materials, services or similar provided from a third party website is at the User’s own risk.
10 FORM, CHANGES AND TERMINATION OF THE AGREEMENT
10.1 These Terms are concluded online through the Website by Registration (“Online Agreement”). The Hiring Company and Techloop may, from time to time, agree to conclude Terms in the written (offline) form (the “Offline Agreement”), especially upon request of the Hiring Company. The Offline Agreement shall contain substantially the same rights and obligations between the Parties as the Online Agreement. In case of discrepancies between Online Agreement and the Offline Agreement, the Online Agreement shall prevail.
10.2 The Hiring Company and Techloop may, from time to time, agree to conclude individual contract on matters related to the Services which are more uniquely adapted to the needs of the Hiring Company (“Side Letter”). The Side Letter may substantially differ from the Terms in various areas, including, but not limited to Fee. In the case of discrepancies between the Side Letter and these Terms, the Side Letter shall prevail.
10.3 Techloop reserves the right to, at any time and without giving the User notice in advance, changes or make amendments to these Terms. Information about changes to these Terms shall always be clearly available to the User through the Website.
10.4 The User always has the right to, in accordance with this section 10, terminate the Agreement if he or she does not agree to changes of these Terms which are made in accordance with the previous paragraph. If a User continues to use the Website or the Services after such changes have entered into force, the User is bound by the new or changed terms.
10.5 The Agreement enters into force at the time stated is section 2.3 and shall be effective until it is terminated in accordance with the next paragraph.
10.6 The Agreement may be terminated at any time, without a period of notice, by either the Hiring Company or Techloop, by a Party sending a written notice thereof, through the Website or in another way, to the other Party. The notice of termination is valid from the time when the other Party’s receipt of it may be proven and shall result in the Registration being terminated, the Company Profile being erased and, if applicable, all given Employment Offers being expired.
10.7 Regardless of what is stated above in this section 10, (i) paragraph 1.2 , (ii) section 6, (iii) section 7, and (iv) section 15 of these Tersm, shall apply between the Parties after the termination of the Agreement.
11 LIMITATION OF LIABILITY
11.1 The Services and the Website are provided as is, and Techloop does not warrant, expressly or otherwise, unless otherwise stated in the Agreement, including but not limited to, that they a suitable for a certain User. Techloop is not responsible for any direct or indirect damage, loss or injury which a third party suffers from as a consequence of the Hiring Company’s use of the Services and the Website.
12 CHANGES, UPDATES, LIMITED ACCESS TO THE SERVICES AND THE WEBSITE
12.1 Techloop reserves the right to change, cancel and/or cancel a Service or a part of a Service, and/or to completely discontinue our providing of the Website or the Services, regardless of whether or not the User is being notified about it in advance. These Terms will be applicable on all new functionality, new functions and/or new services provided from the Website. Techloop’s exercise of rights according to this paragraph 12.1 does not give the User a right to compensation for any direct or indirect damage that the User has suffered from as a result of this.
13 TRANSFER OF THE AGREEMENT
13.1 Techloop has, unlike the Hiring Company, the right to transfer its rights and obligations in this Agreement to a third party without the written consent of the Hiring Company. Such transfer does not affect the content of the Agreement and the obligations of the Hiring Company in the Agreement.
14 SUPPORT, COMMUNICATION AND CONTACT DETAILS
14.1 The Hiring Company acknowledges that all communication between the Hiring Company and Techloop related to the Website or the Service may be conducted electronically, for instance via e-mail or through the Website. Notices given from a Party to the other Party may consist of information about shutdowns, new versions, other information regarding the Services and support.
14.2 User may always contact Techloop by using the following contact details:
Address: Václavské náměstí 838/9, Nové Město, 110 00 Prague 1, Czech Republic
15 GOVERNING LAW AND DISPUTE RESOLUTION
15.1 Any and all legal relationship arising out of or in connection with the Website and the Services and their use are governed by the laws of the Czech Republic, regardless of where the access to and the use of Website took place.
15.2 All disputes between the Hiring Company and the Provider arising out of or in connection with the use of the Website and the Services by the Hiring Company shall be decided by the competent courts of the Czech Republic.