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The terms and conditions of the company explore & beyond s.r.o. When using the platform talentpilot.com

Effective date: April 3, 2023

THESE TERMS AND CONDITIONS (hereinafter referred to as "Terms") are issued by explore & beyond s.r.o., with its registered office at Rybná 716/24, Staré Město, 110 00 Prague 1, Company ID 09525602, registered in the Commercial Register maintained by the Municipal Court in Prague, file no. C 337604 (hereinafter referred to as the "Company")

1. Definitions and Interpretation

1. 1 The following expressions shall have the meanings exclusively defined in this Article 1 of these Terms:

„Client“

means a legal entity that is interested in accepting these Terms, possibly concluding a Framework Agreement and within its scope individual Contracts with the Client for the purpose of using Services for Clients.

„Team Member“

means a Team Member selected by the Client, including the team leader, whom the Client wishes to analyze for the purpose of identifying their strengths and weaknesses and recommendations on how to further develop this Team member.

Potential candidate

means a potential Team Member selected by the Client, whom the Client wants to analyze for the purpose of determining their suitability for integration into the Team.

Talent

means a person who, without the involvement of any Client, is interested in registering on the Company's Platform for the purpose of using the following Services for Candidates.

Confidential Information

means information of an organizational, technical, personnel, security, business, or other internal nature related to the other contractual party of the Agreement (i.e., the Company and the User), including but not limited to information about any procedures (manufacturing, testing, sales, etc.), business or marketing plans, concepts and strategies, intentions and calculations, business strategy, the identity of clients, cooperation with clients, financial management, know-how, operational methods, procedures, and work processes, the identity of third parties collaborating with the other contractual party of the Agreement (i.e., the Company and the User), information about relationships with business partners or labor law issues, about prices and business opportunities, including information that constitutes a trade secret.

Website

means an internet address at talentpilot.com.

License

means a limited, revocable, and non-exclusive license to use the Platform granted by the Company to the User.

Civil Code

means Act No. 89/2012 Coll., the Civil Code, as amended.

Terms

has the meaning defined in the header of these Terms.

Platform

means the digital online system created and owned by the Company, operated on the web domain talentpilot.com, through which the Company provides Services to Users.

Profile

means the account of Talent or a Potential Candidate on the Platform, established for the purpose of using the Services.

Framework Agreement

means the contract for the use of the Platform and Websites between the Company and the Client, by which the Company grants the Client the License, and also all related contractual relationships arising between the Client and the Company.

Services

means collectively the Services for Talents and the Services for Clients.

Services for Talents and Potential Candidates

means services consisting of

  1. behavioral and cognitive analysis of Talents and Potential Candidates;
  2. providing regular tips for improving the soft skills of Talents and Potential Candidates, which were identified as potential areas for development based on the analysis;
  3. recommending Talents and Potential Candidates for suitable job positions based on their behavioral test.
Services for Clients

means services consisting of

  1. behavioral and cognitive analysis of Team Members;
  2. behavioral and cognitive analysis for the suitability of Potential Candidates for the Team;
  3. providing regular tips for improving the soft skills of Team Members and Potential Candidates, which were identified as potential areas for development based on the analysis;
  4. offering suitable Candidates from the Company's database.
Services for Team members

means services consisting of

  1. behavioral and cognitive analysis of Team Members;
  2. providing regular tips for improving the soft skills of Team Members, which were identified as potential areas for development based on the analysis;
Contracts

means collectively the Contracts with Talents, Contracts with Potential Candidates, and Contracts with Clients.

„Contract with a Talent or Potential Candidate“

means a contract between a Talent or Potential Candidate and the Company concluded under the terms set forth in these Terms, the subject of which is the possibility of using the Platform for the purpose of utilizing the Services for Talents and Potential Candidates.

Contract with a Client

means a contract between the Client and the Company concluded within the framework and under the conditions set by the Framework Agreement and these Terms, the subject of which is the Company's commitment to enabling the Client to assess their Team Members and Potential Candidates;

„Contract with a Team Member“

means a contract between a Team Member and the Company concluded under the terms set forth in these Terms, the subject of which is the possibility of using the Platform for the purpose of utilizing the Services for Team Members.

„Company“

has the meaning defined in the header of these Terms.

„Team“

means a group of the Client's subjects being assessed for the purpose of determining their suitability and compatibility.

„User“

means the Client, Talent, Potential Candidate, Team Member, or any person who, in their own name or through another person, has accepted these Terms of the Company or has concluded a Framework Agreement and/or a Contract with the Client, a Contract with a Talent, a Contract with a Potential Candidate, or a Contract with a Team Member with the Company.

„User account“

means the Client's account on the Platform, established for the purpose of using the Services.

„Business Corporations Act“

means Act No. 90/2012 Coll., on business companies and cooperatives (Business Corporations Act), as amended.

„Employee profile“

means the Team Member's account on the Platform, established for the purpose of using the Services.

For the purposes of these Terms and the individual Contracts, the following terms shall be interpreted as follows:

1. 1. 1 Any reference to:

time data
„tax“

is a reference to Prague time.

shall be construed to include all taxes, fees, levies, social and health insurance premiums, employment policy contributions, duties, and other payments of a similar nature (including fines, penalties, and interest payable in connection with their non-payment or delay in payment).

„"Company," "User," and/or "Contractual Party"“

shall be construed to include all legal successors and any permitted assigns under these Terms and/or the Contract.

„CZK“ a „Czech crown“
„person“

refer to the legal currency of the Czech Republic.

shall be construed as a reference to any natural or legal person (including a state) or any association of such persons, regardless of whether such association has legal personality or not.

"legal regulation" or "legal provisions"

includes any laws, regulations, decrees, and generally binding rules, directives, requirements, or methodological instructions of any state or international authority or supervisory body, in their valid and effective form.

"A related person" in relation to a specific person ("relevant person")

shall be construed as a reference to a person who is (i) controlled by the relevant person, or (ii) controlling the relevant person, or (iii) controlled by the same person who controls the relevant person; whereby the terms "controlled" and "controlling" shall in all cases be interpreted in accordance with the provisions of § 74 et seq. of the Business Corporations Act.

"termination," "cessation," "administration," "bankruptcy," "insolvency," "composition," or "liquidation" of a particular entity

shall be construed to refer to any similar legal fact or any similar proceedings in accordance with the legal system under which this entity was established, or the legal system in which this entity conducts its business activities or in which the relevant proceedings take place.

1. 1. 2. The headings of articles, parts, and annexes serve only to facilitate orientation.

1. 1. 3. Unless otherwise provided, a term used in any other document or in any notice submitted pursuant to or in connection with the Agreement or these Terms shall have the same meaning as in these Terms.

1. 1. 4. If the term "including" or "in particular" is used in these Terms or the Contract, the item or items following such term represent a demonstrative and not an exhaustive list of items of the same kind.

2. Preamble

2. 1 These Terms govern the rights and obligations regarding the use of the Platform, as well as other related legal relationships arising primarily from the Framework Agreement and/or individual Contracts concluded between the Company and Users.

2. 2 In accordance with § 1751 of the Civil Code, these Terms regulate each Framework Agreement concluded between the User and the Company and each Contract concluded within the Framework Agreement, in connection with the use of the Platform.

2. 3 These Terms form part of the Framework Agreement and each individual Contract, if the Framework Agreement, individual Contract, or any other agreement between the Company and the User explicitly refers to them, and these Terms have been attached to the Framework Agreement and/or individual Contract or have been made known to the User. If the Framework Agreement and/or Contract contain provisions different from these Terms, such provisions shall take precedence over the provisions in these Terms. Any inconsistency between certain provisions of these Terms and certain provisions of the Framework Agreement and/or Contract shall not affect the validity and effectiveness of the other provisions of these Terms.

2. 4 By using the Platform, Websites, and/or concluding the Framework Agreement and/or Contract, the User agrees to these Terms.

3. Platform

3. 1 The Company owns the Platform through which Users, including Clients, Talents, Potential Candidates, and Team Members can utilize Services, particularly behavioral and cognitive analyses aimed at assessing including but  not limited to the potential, preferences, ambitions, and motivations of Talents, Potential Candidates, or Team Members, their personality traits, and work preferences, and subsequently developing this potential of soft skills and assessing the application of these values in the work environment.

3. 2 A User of the Platform can be a Client, Talent, Potential Candidate, or Team Member. The Platform allows the Client to test their Team Members, identify suitable Potential Candidates to complement the Team for increased performance and achieving the right balance within the Team, and subsequently test the Potential Candidates identified by the Client to determine if they are the missing links in the Client's Team. Additionally, the Client is enabled to analyze the behavioral and cognitive potential of Team Members to evaluate how to further work with that potential. Through the Platform, a Talent can test their abilities and skills and, based on the results, can be matched with a suitable Client.

3. 3 The Platform is operated within an internet network environment on the Website.

4. User Registration

4. 1 The Platform allows registration of Clients, for whom a User Account will be created, as well as Talents or Potential candidates, who will create a Profile or Team Member within registration, for whom an Employee profile will be created.

4. 2 In the event that a visitor wishes to register on the Platform as a Client, they must first sign a Framework Agreement with the Company, based on which the Company will create a User Account for them for the purpose of using the Platform and accessing Services for Clients. Subsequently, within fourteen (14) days of concluding the Framework Agreement, the Company, in cooperation with the Client, will create a User Account for the Client on the Platform. The Company undertakes, together with the creation of the User Account, to provide access credentials to the Client and to train one (1) person designated by the Client in the use of the Platform.

4. 3 The User Account may be managed by the Company or the Client themselves. Within the User Account, the Client will have access to analyses of their Teams, Team Members, and individual Potential candidates.

4. 4 A visitor will register on the Platform as a Talent if they have sought out the Platform themselves for the purpose of utilizing the offered Services for Talents.

4. 5 A Potential candidate will register on the Platform via a hyperlink sent by the Client or the Company to the Potential candidate's designated email address.

4. 6 A Team Member will register on the Platform via a hyperlink sent by the Client or the Company to the Team Member's email address, which the Team Member uses in the context of their employment (or other similar) relationship with the Client.

4. 7 Completion of registration on the Platform constitutes the conclusion of a Contract with the Talent, Potential candidate, or Team Member between the Talent/Potential candidate/Team Member and the Company. By completing the registration, the Talent/Potential candidate/Team Member agrees to these Terms.

4. 8 Once the Talent or Potential candidate registers, a Profile will be created for them. Subsequently, the Talent or Potential candidate can proceed to complete an online test.

4. 9 Once the Team Member registers, an Employee profile will be created for them. Subsequently, the Team Member can proceed to complete an online test.

4. 10 The Profile of a Team Member will be private until the termination of their employment relationship with the Client.

4. 11 In the case of a Potential candidate selected by the Client, the Potential candidate's Profile will remain private until the completion of the selection process for the position the Client considered the Potential candidate for. Afterward, the Potential candidate has the option to agree to make their Profile accessible for job offers from other Company clients. In the case of a Talent who sought out the Company or Platform themselves, the Talent has the option to agree to make their Profile accessible for job offers from other Company clients from the first day of registration on the Platform.

4. 12 If a Talent or Potential candidate establishes a work (or other similar) relationship with the Client, they become a Team Member. In such a case, if prompted by the Client to register on the Platform via an email the Team Member uses within their employment (or other similar) relationship with the Client, such a Team Member will have two workspaces created, namely a Profile and an Employee profile. The Team Member will then have the option to link their Profile with their Employee profile, thereby transferring test results and other relevant data from the Profile to the Employee profile. Subsequently, the Team Member can log in using credentials for the (private) Profile only.

4. 13 In the case of a Team Member, their Employee profile will be private, visible only to the Team Member and the Client. A Team Member with an Employee profile can also register on the Platform as a Talent, resulting in the creation of a Profile. When creating a private Profile, the Team Member will be asked whether they want to link the Profile with their Employee profile. If the Team Member agrees to link the Employee profile with the Profile, they will also enter their login credentials for the Employee profile, after which test results and other data can be transferred from the Employee profile to the Team Member's Profile. Subsequently, the Team Member can log in to the Platform using credentials for both the private Profile and the Employee profile (employee email).

4. 14 A Team Member who owns multiple accounts, i.e., an Employee profile (or multiple Employee profiles) and a Profile, and whose accounts are linked as described above, will always see both their profiles (Profile and Employee profile) within their login session. If the Team Member's Employee profile is canceled by the Client, the former Team Member can continue to use the Platform as a Talent through their Profile.

4. 15 Registration on the Platform is free of charge. During registration, the visitor is required to enter all information requested by the Company into the registration form, including at least an email address and a password created by the visitor. The visitor may also use the option to register through third-party credentials such as google.com.

4. 16 Talent and Potential candidates may give consent to the Company to obtain data from their LinkedIn profile, for the purpose of using the data contained therein for providing Services and further improvement.

4. 17 Before proceeding with registration on the Platform, the User is obliged to familiarize themselves with these Terms and Conditions available at https://talentpilot.com/privacy-policy. The User is strongly alerted to these Terms during registration and is directly linked to their content on the Website. The User must express their consent to these Terms and continue to the next step of registration on the Platform. Without expressing this consent and familiarizing themselves with these Terms and Conditions, the User is not authorized to use the Platform.

4. 18 By registering, the User acknowledges that they will receive information about the progress of the transaction and notifications sent to the email address provided in the account settings. The User may consent to receiving commercial communications and newsletters.

4. 19 Registration is binding only to the specific individual and cannot be transferred to another person without the Company's consent.

4. 20 Access to the User account or Profile is secured by a username and password. The User is required to maintain confidentiality regarding the information necessary to access their User account or Profile. The Company is not responsible for any misuse of the User account or Profile by third parties.

4. 21 The Platform is intended solely for individuals who are legally competent, i.e., capable of entering into contracts under applicable laws. By using the Platform as a representative of any person or entity, the User confirms that they are legally authorized to represent this person. However, this does not preclude the Company's right to request additional documents from the User to prove this authorization.

4. 22 Minors over 15 years of age may use the Platform only with the consent of their legal representatives or in cases where the actions and activities are appropriate to their physical and mental development. By using the Platform, the User confirms that they are at least 15 years old and have completed compulsory schooling, or that they have attained legal adulthood by another circumstance as presumed by § 30 of the Civil Code.

4. 23 The Company is entitled to request all necessary information and documents from Users under 18 years of age to demonstrate that such User:

A)has received consent from their legal representative/parent to use the Platform and is fully capable of adhering to and fulfilling all rules, conditions, obligations, commitments, statements, and warranties stated in these Terms and,

B)has completed compulsory schooling; alternatively,

C)has attained legal adulthood based on other legal circumstances pursuant to § 30 of the Civil Code.

4. 24 The Company shall not bear any responsibility for breaches of declarations or obligations by Users under 18 years of age as per Articles 4.20 to 4.21 of these Terms; in the event of such breaches being identified by the User, the Company is entitled to proceed in accordance with Article 10 of these Terms.

4. 25 The User is not authorized to use the Platform for any purposes contrary to these Terms and Conditions or legal regulations.

4. 26 The User must not use the Platform in a manner that could diminish its value or tarnish the reputation of the Company or this Platform.

5. The conclusion of Framework Agreements, individual Contracts, and Licenses

5. 1 Conclusion of Framework Agreements and Contracts with the Client

5. 1. 1 The company concludes a Framework Agreement with the Client, within which it subsequently enters into individual Contracts with the Client. The Framework Agreement between the Company and the Client must be concluded prior to the completion of registration as per Article 4.1 of these Terms.

5. 1. 2 After the conclusion of the Framework Agreement and the establishment of the User Account for the Client, the Client is entitled, in a manner and under the conditions stipulated by the Framework Agreement and these Terms, to conclude individual Contracts with the Company. The subject matter of these Contracts will be the provision of specific Services for the Clients.

5. 1. 3 Specific Services may be provided to the Client based on an order accepted by the Company in accordance with this article of the Terms. The Purchase Order will include, in particular, the specification of the Team for which the Client wishes to conduct behavioral and cognitive analysis and potentially supplement with new Talents and Potential Candidates who, according to the analysis results, are missing from the Client's Team (hereinafter referred to as the "Order").

5. 1. 4 The Client is authorized to place an Order by sending the Order electronically to the email address of the Company specified in the heading of the Framework Agreement or to another email address designated by the Company.

5. 1. 5 Each Order must be accepted by the Company within 5 days from the date of delivery. The Order is considered accepted upon the delivery of the Order acceptance confirmation electronically to the email address of the Client specified in the heading of the Framework Agreement or to another email address designated by the Client. The Client agrees that Orders may also be accepted by the relevant employees of the Company within the meaning of § 430 of the Civil Code.

5. 1. 6 By accepting the Order by the Company in the manner specified in article 5.1.5 of these Terms, a Contract with the Client is concluded.

5. 2 The conclusion of Contracts with Talent or Potential Candidates

5. 2. 1 The Company concludes a Contract with the Talent or Potential Candidate. The Contract between the Company and the Talent or Potential Candidate is considered concluded upon the completion of registration as per article 4.4 or 4.5 of these Terms.

5. 2. 2 The Company provides the User with a non-exclusive, non-transferable, non-assignable license to use the Platform for the duration of individual Contracts and these Terms, limited to the territory of the Czech Republic, subject to the following restrictions:

A)The User is not authorized to modify or alter, copy, or otherwise reproduce any part of the Platform or create compilations or derivative works from them.

B)The User is authorized to use the License solely for their personal purposes. The User is not authorized to assign, sublicense, or otherwise deal with the License without the prior written consent of the Company. In case of a breach, the User shall compensate the Company for any damages or future lost profits caused by such actions. Additionally, the User must transfer to the Company all benefits derived from such actions.

5. 3 The conclusion of Contracts with Team Members

5. 3. 1 The Company concludes a Contract with the Team Member. The Contract between the Company and the Team Member is considered concluded upon the completion of registration as per Article 4.6 of these Terms.

5. 3. 2 The Company provides the User with a non-exclusive, non-transferable, non-assignable license to use the Platform for the duration of individual Contracts and these Terms, limited to the territory of the Czech Republic, subject to the following restrictions:

C)The User is not authorized to modify or alter, copy, or otherwise reproduce any part of the Platform or create compilations or derivative works from them.

D)The User is authorized to use the License solely for their personal purposes. The User is not authorized to assign, sublicense, or otherwise deal with the License without the prior written consent of the Company. In case of a breach, the User shall compensate the Company for any damages or future lost profits caused by such actions. Additionally, the User must transfer to the Company all benefits derived from such actions.

6. Services

6. 1 Services for Clients - Voluntary Phase of Pilot Analysis

6. 1. 1 Within fourteen (14) days from the date of the Contract with the Client (i.e., acceptance of a specific Order), a meeting between the Client and the Company will take place to specify the tested Team and other parameters of the Services for Clients.

6. 1. 2 The Company will promptly provide access credentials to the Platform to the leader of the specific Team for each Team Member, for the purpose of conducting behavioral and cognitive testing and subsequent analysis.

6. 1. 3 The Client undertakes to ensure that all Team Members undergo behavioral testing no later than seven (7) days from the date of sending access credentials to the Platform as per Article 6.1.2 of these Terms.

6. 1. 4Upon completion of the testing phase as per Article 6.1.3 of these Terms, but no later than within seven (7) days, the Company will evaluate individual tests and request a meeting with the Client or the leader of the specific Team for reporting the test results.

6. 2 Services for Clients - Unlimited Team Analysis Phase

6. 2. 1As part of utilizing the Company's services, the Client may utilize unlimited testing or retesting and analysis of their work teams.

6. 3 Services for Clients - Recruitment Phase

6. 3. 1Based on the conducted testing of work teams, the Client evaluates whether they need a new Team Member and, simultaneously, what qualities the new Team Member should possess.

6. 3. 2The Client independently seeks potential new Team Members and is not authorized to request these activities from the Company.

6. 3. 3The Client sends links to behavioral and cognitive tests to their Potential Candidates so they can create their Profile on the Platform and complete the Company's behavioral and cognitive tests.

6. 3. 4The Company's Platform automatically evaluates these tests as completed by the Potential Candidates and, through advanced analysis, contextualizes the results according to the Client's needs.

6. 3. 5If the Client's User account is managed by the Company, upon completion of the evaluation of all Potential Candidates' tests, the Company will prompt the Client or the Team Leader to arrange a meeting where the Company will present the results of the Potential Candidates' testing.

6. 3. 6If the Client manages their own User account, they have the right to review and interpret the results of the tests of individual Potential Candidates without the Company's assistance.

6. 3. 7The subsequent selection and possible recruitment of Potential Candidates is solely within the Client's decision-making authority, and the Client is not entitled to demand any assistance from the Company in this regard.

6. 4 Services for Clients - Talent Care Phase

6. 4. 1The company may, after the Recruitment Phase, regularly, for the necessary period, up to the time the accepted Potential Candidate or Talent from the Client's company departs, send once every two (2) months:

A)Ask questions directed to the accepted Talent or Potential Candidate regarding their satisfaction with the Client.

B)Ask questions directed to the selected Client regarding their satisfaction with the accepted Talent or Potential Candidate.

6. 5 Services for Talents and Potential Candidates

6. 5. 1.The company undertakes to provide access to behavioral and cognitive tests to the Talent or Potential Candidate for the purpose of their evaluation.

6. 5. 2.The Talent or Potential Candidate has access to all their tests conducted on the Platform for the entire duration of their Profile's existence.

6. 5. 3.The company may send the Talent or Potential Candidate a simple tip once (1) a week on how to improve the qualities of the Talent or Potential Candidate that have been identified as areas for improvement based on testing of their soft skills.

6. 5. 4.The company is authorized, with prior consent from the Talent, to provide all data about the Talent listed by the Talent on the Platform, including the results of their tests, to all Clients.

6. 6 Services for Team Members

6. 6. 1.The company undertakes to provide access to behavioral and cognitive tests to the Team Members for the purpose of their evaluation.

6. 6. 2.The Team Member has access to all their tests conducted on the Platform for the entire duration of their Profile's existence.

6. 6. 3.The company may send the Team Member a simple tip once (1) a week on how to improve qualities that have been identified as areas for improvement based on testing of their soft skills.

6. 6. 4.The company is authorized, with prior consent from the Team Member, to provide all data about the Team Member listed by the Team Member on the Platform, including the results of their tests, to their employer.

6. 7 The User is obliged to provide the Company with all necessary cooperation for the proper provision of services.

6. 8 The User acknowledges that the Company utilizes the OpenAI platform for uploading and processing the results of tests of Talents, Potential Candidates, or Team Members. The tests are processed by the Company within the Platform, and their results are subsequently uploaded into the OpenAI system. The Company has signed a data processing agreement with OpenAI and thus guarantees the confidentiality and integrity of the personal data of its Users.

6. 9 The User acknowledges that the Company transfers the results of tests of Talents, Potential Candidates, or Team Members to OpenAI, Inc., OpenAI Global, LLC., and/or OpenAI OpCo, LLC, as described in Article 6.8 of these Terms.

7. User Declaration

7. 1 The User hereby declares and assures the Company that:

A)By concluding the Framework Agreement and/or the Contract, the Party shall not breach any obligation or duty arising from the contract to which it is a party, and/or shall not violate the generally binding legal regulations valid in the Czech Republic;

B) it is not bankrupt nor is bankruptcy imminent, it is not overindebted, no petition for bankruptcy declaration, initiation of reorganization proceedings, or initiation of insolvency or any similar proceedings has been filed against it, no lawsuit has been filed against the User, nor is it a participant in any judicial, arbitration, or administrative proceedings, investigations by bodies active in criminal proceedings or other proceedings conducted by state authorities or other administrative authorities that could be a partial or complete obstacle to the validity, effectiveness, or enforceability of the Framework Agreement and/or the Contract or the performance of the Framework Agreement and/or the Contract by the User, nor is it threatened by any such proceedings or investigations;

C)with respect to the User's assets, no execution of any court decision or enforcement proceedings or other similar proceedings is taking place, and the User has not suspended payments nor is it unable to meet its obligations.

8. Fees and Payment Terms

8. 1 The fees for services provided to clients within the Platform and the payment terms are further defined in the Framework Agreement or on the Company's Website www.talentpilot.com.

8. 2 No fees are charged to talents or potential candidates for the provision of services.

9. Limitations and Exclusions of Liability

9. 1 The User is responsible for the accuracy of all documents and information submitted to the Company. The Company shall not be liable for any damages resulting from the User's breach of obligations, particularly the failure to submit necessary documents or the submission of documents and information that are materially incorrect, incomplete, distorted, or untrue. The Company shall not be liable for any business or other economic risks arising from the User's business activities, the consequences of which manifest in connection with the use of the Platform.

9. 2 Each User uses the Platform and the Website at their own risk.

9. 3 The Platform serves exclusively for aggregating Clients, Talents, and Potential candidates and creating their database for the purpose of further evaluating and searching for Talents for individual Clients and vice versa. The Platform does not in any way facilitate the mediation of opportunities for the conclusion of an employment contract, work performance agreement, agreement on work activities, or the establishment of any other similar cooperation between Users, i.e., between the Client and the Talent or Potential candidate. The Company does not enter into a relationship between Clients and Talents or Potential candidates and therefore does not bear responsibility for any delays or damages that may arise in the contractual relationship between Clients and Talents or Potential candidates or in connection with this relationship.

9. 4 The User acknowledges that the Platform or its individual parts may not be available continuously, especially due to the necessary maintenance of the Company's hardware and software equipment or the necessary maintenance of hardware and software equipment provided by third parties responsible for operating the Platform. The Company is not liable for any damage that may arise as a result of the circumstances stated in this paragraph. The Company will inform Users about planned outages through the Platform.

9. 5 The Company provides User support as standard on business days between 9:00 and 18:00. However, it does not guarantee a minimum time interval for providing feedback.

9. 6 The Company does not guarantee the correct delivery of email messages from or to its servers and within its network due to the nature of email communication. Consequently, it does not bear responsibility for any damages caused by undelivered or lost email messages.

9. 7 The User bears full responsibility for their decision to use the Platform. The company is not responsible for the consequences of the use/misuse of data obtained by the User through the Platform, nor does it accept any liability for any damage or loss that may be caused to a third party or another User as a result of or in connection with the use of the Platform. The company also disclaims any responsibility for any damage or loss that may be incurred by the User as a result of or in connection with the use of the Platform.

9. 8 The company shall not be held responsible for errors or outages in the connection between the Platform and third-party platforms.

9. 9 All content on the Platform is provided solely as general information to Users and does not constitute legal advice or any other form of advice. The company is not responsible for the accuracy, completeness, and timeliness of this informational content. Information, data, analyses, opinions, statements, or other communications published on the Platform must be evaluated in relation to the moment of their initial publication on the Platform.

9. 10 The company, its partners, or any other third parties mentioned on the Platform shall not under any circumstances be liable for any damages of any kind (including, but not limited to, those damages resulting from lost profits, loss of data, or business interruption) arising from the use, inability to use, or as a result of the results of using the Platform, any server linked to these sites, or materials and information contained on any server or on any Internet sites, whether based on warranty, contract, tort, or any legal theory, and regardless of whether the company has been advised of the possibility of such damages.

9. 11The company shall not be liable for any damages, whether direct or indirect, special, or arising in connection with the use of the Platform, nor for damages resulting from partial or complete dysfunctionality of portals managed by the company. The company also does not guarantee or endorse the accuracy, content, or form of advertisements published on the Platform.

10. Exclusion from License Provision

10. 1The company may refuse to provide a license to the User or terminate the Framework Agreement and all contracts with the User immediately if their activity falls, at least partially, into any of the following categories:

A) is in contradiction with the legal system of the Czech Republic or valid international treaties;

B) is contrary to good morals or public order;

C) aims to violate copyrights, patents, industrial or other similar rights;

D) results in direct or indirect harm to any rights of the Company or third parties;

E) causes overload of the infrastructure or technical or software resources of the Company or other parties; or

F) threatens the privacy or security of other systems or individuals.

10. 2The company is authorized to further refuse to provide a license to the User or terminate the Framework Agreement and/or individual contracts with the User immediately if the User violates these Terms and/or the Framework Agreement and/or individual contracts.

10. 3The decision to exclude provision of services under Article 10.1 of these Terms is solely at the discretion of the Company. The Company is also entitled to restrict the use of the Platform and revoke the granted License to any User acting in violation of these Terms. The decision regarding compliance with the use of the Platform and these Terms is solely at the discretion of the Company.

10. 4The User is not authorized to store or share data (files) of which they are not the author and do not have written consent from the author or rights holder to handle them. In case of suspicion of violation of this prohibition, the Company is entitled to request written confirmation from the User that they are authorized to do so. The User is obliged to provide this confirmation to the Company without undue delay. If the User fails to provide this confirmation, the Company is entitled to restrict, suspend, or delete disputed data (files) on the Platform. The decision regarding compliance with the use of the Platform and these contractual terms is solely at the discretion of the Company.

10. 5The User is fully responsible for all damages caused by their actions in violation of these Terms and the legal system of the Czech Republic to the Company, other Users of the Platform, and/or third parties. This responsibility cannot be waived.

11. Termination of the Agreement

11. 1The User is entitled to terminate the Framework Agreement and/or Contracts for legal reasons. However, considering the nature and speed of service provision on the Platform under the Framework Agreement and/or Contracts, the User is not entitled, according to § 1837 letter l) of the Civil Code, to withdraw from the Contract in case the performance under the Framework Agreement and/or Contract has been provided to them before the expiration of the statutory withdrawal period. Provision of performance, for these purposes, is understood as granting access to the Platform.

11. 2The company is authorized to terminate the Agreement and/or Contract at any time by immediate termination, due to the User's breach of obligations arising from the Framework Agreement and/or Contract and these Terms and Conditions. Immediate termination shall be understood as the cancellation of the User's account or profile and the prevention of the User's access to the Platform. This does not affect the company's right to claim damages.

11. 3The company is also authorized to terminate the Framework Agreement and/or Contract by giving notice without stating reasons; the notice period is one (1) month and begins upon the delivery of the notice to the email address of the User provided in the registration. Upon expiry of the notice period, the User's account or profile will be terminated.

12. License Agreement

12. 1The Platform provides services including direct content uploads by Users onto the Platform, such that such content will be publicly accessible, for example, User information, discussion forums, etc. By placing public content on the server, the User declares and guarantees that they are authorized to publish, distribute, and engage in all actions within the services of the Platform related to public content and all individual components of the content, and that the public content is not burdened by rights of third parties (in particular affected subjects) incompatible with placing content on the Platform.

12. 2By placing public content on the Platform, the User grants the Company a non-exclusive, but temporally, regionally, personally, or otherwise unrestricted, transferable license to use public content and handle public content within any media, including the right to modify public content, free of charge. Within the license, the Company is specifically authorized to further publish and distribute public content and to handle it within the services of the Platform, as well as beyond.

12. 3Licence udělená Uživatelem Společnosti k veřejnému obsahu nezaniká ani smazáním veřejného obsahu z Platformy ani ukončením registrace, statutu Uživatele či jiným ukončením užívání Platformy Uživatelem.

12. 4The license granted by the User to the Company for public content does not expire even if the public content is deleted from the Platform or if the User's registration, User status, or other use of the Platform by the User is terminated.

12. 5In the event that the User's rights to public content do not allow for the granting of a license to the extent specified in Article 12.2 of these Terms, it is understood that the license is granted to the Company to the widest extent possible, to which the User would be entitled. In such a case, the User is obliged to notify the Company of any restrictions on the granted license and is liable to the Company for any damages incurred by the Company as a result of the license not being granted to the extent anticipated by the Company.

12. 6The User must not in any way infringe upon the rights of other individuals to public content placed on the Platform, particularly the rights of the Company to content posted on the Platform. The User must not further distribute or otherwise provide access to this public content or any part of it to third parties without the explicit consent of the Company or another authorized rights holder. The Company's consent for these purposes must include explicit mention of the specific public content to which the consent applies, as well as the conditions for granting consent.

12. 7The provisions of Article 12 of these Terms shall not apply to personal data about affected subjects and Users, unless it is in accordance with the law and rules for handling personal data. Public content must not contain the personal data of third parties unless the operator has documented consent from the data subject at the time of its submission to the server.

13. Confidentiality 

13. 1The Company and the User undertake to:

A) Maintain confidentiality regarding all Confidential Information; and

B) Not use, copy, collect, or otherwise reproduce or store Confidential Information in databases or similar programs, nor distribute, provide access to, or transmit it to any third party. This does not apply in the case of information (i) provided to employees of the Company or the User bound by confidentiality obligations to the same extent, (ii) provided to third parties who use it to perform activities under the Contract bound by confidentiality obligations to the same extent, (iii) the disclosure of which is required by law or binding decision of a public authority, or (iv) if the disclosing party of the Contract has already disclosed the information or if (v) the information is already publicly known regardless of the actions of the contracting party under the Contract and their fault.

13. 2The Company and the User further undertake to maintain confidentiality regarding the content of the Framework Agreement and individual Contracts and not disclose their content to any third party.

13. 3The obligation of confidentiality stated in this article of the Terms remains in full force even after the termination of the effectiveness of the Framework Agreement and/or individual Contracts.

13. 4The contracting parties undertake to extend the obligation of confidentiality, to the same extent as they are bound by confidentiality obligations under these Terms, to all of their employees and any third parties who use it to fulfill their obligations under the Framework Agreement and/or individual Contracts.

14. Business Communication

14. 1The User may agree to receive business communications from the Company through electronic communication means to the contact email used by the User in communication with the Company and/or the email provided by the User during registration on the Platform.

14. 2The User or any other individual affected by the protection of personal data under these Terms are entitled to withdraw their consent to the processing of personal data or receiving commercial communications by explicit, comprehensible, and specific expression of will using any technical means allowing recording of such expression (e.g., written communication in paper form, electronically, etc.) to any contact details of the Company. The contact details of the Company are provided, among other places, on the Company's Website.

14. 3The User acknowledges and agrees that it is prohibited to send unsolicited email advertising offers or other unsolicited commercial communications through the Platform or to the email address associated with the services of the Company. Any unauthorized use of the Platform is contrary to these Terms and applicable laws. Such violations expose the sender or author of the messages to liability arising therefrom under applicable laws, especially Act No. 480/2004 Coll., on Certain Information Society Services, as amended, and Act No. 40/1995 Coll., on Advertising Regulation, as amended.

15. Data Privacy

15. 1The User declares that they have familiarized themselves with the principles of personal data protection published on the Website.

16. Terms of Use for Website

16. 1The Company operates the Website.

16. 2These Terms apply to all individuals who use the Website.

16. 3The use of the Website is free of charge.

16. 4Using the Website or any of its parts for purposes other than personal use is not permitted without the prior written consent of the Company.

16. 5Without the prior written consent of the Company, it is not permitted to interfere in any way with the content or technical nature of the Website. The right to decide on changes, removal, or additions to the Website or any of its parts lies solely with the Company.

16. 6The publication of any data or information on the Website, except as provided in these Terms, does not constitute any legal action aimed at establishing a legal relationship between the Company and the Client unless expressly stated otherwise in individual cases.

16. 7Regarding the Company's liability for the use of the Website, the provisions of Article 9 of these Terms shall apply.

16. 8The Company gathers certain information published on the Website from other sources, and these sources are always acknowledged.

17. Intellectual Property Rights

17. 1All intellectual property rights related to the Platform and all its parts and copies remain the exclusive property of the Company or its subcontractors/licensors. Intellectual property rights include copyright and related rights (including rights to databases, catalogs, and photographs), patents, utility models, design rights, trademarks, trade names, trade secrets, know-how, and any other forms of registered and unregistered intellectual property rights.

17. 2Under the Framework Agreement, individual Contracts, and/or these Terms, no intellectual property rights related to the Platform are granted to the Users. The Company reserves all rights that are not expressly granted under these Terms.

18. Final Provisions

18. 1These Terms are effective as of February 15, 2024, and are available at the Company's headquarters and/or electronically on the Website.

18. 2These Terms, Framework Agreements, individual Contracts, and the legal relationships arising therefrom shall be governed by the laws of the Czech Republic.

18. 3For the resolution of disputes between the User and the Company arising from the Framework Agreement and/or individual Contracts, or in connection with them, the competent court according to § 89 of Act No. 99/1963 Coll., the Civil Procedure Code, in its current wording, shall be the local general court of the Company.

18. 4The User assumes the risk of changes in circumstances and therefore cannot assert any rights based on any changes in such circumstances.

18. 5The Company is entitled to unilaterally amend these Terms.

18. 6If any provision of these Terms is invalid or ineffective, or becomes so, the meaning of the provision that is as close as possible to the invalid provision shall take its place. The invalidity or ineffectiveness of one provision shall not affect the validity of the other provisions. Amendments to the Framework Agreement, individual Contracts, or these Terms require written form.