General Terms and Conditions for Business

1. Introductory Provisions

1.1 Alma Career Slovakia s.r.o. with its registered office in Bratislava - Staré Mesto, Pribinova 19, Postcode 811 09, the Slovak Republic, ID No. 35 800 861, registered in the Commercial Register maintained by the Municipal Court Bratislava III, Section Sro, Insert 22949/B (“Alma Career”), issues these General Terms and Conditions for Businesses (“GTC”) that apply to relationships between Alma Career and businesses during a use of Electronic Systems or the provision of Services as defined below.

1.2 The provider of Electronic Systems and Services is Alma Career.

1.3 The relationship between Alma Career and the Client is governed by

1. 1. these GTC available at Palgad.ee
   2. the documents referred to in these GTC, and
   3. applicable laws.

1.4 An information about the processing of personal data by Alma Career is available in the Privacy Policy (https://almacareer.com/legal/sk/en/privacy-policy).

1.5 Alma Career’s current contact and billing information is available at https://almacareer.com/sk/kontakty.

2. Definitions of Terms Used

2.1 The terms used in these GTC have the following meaning:

• 1. Agreement: the legal relationship between Alma Career and the Client in any form, i.e. in the form of a paper or electronic order.
  2. Electronic Systems: websites or other computer programmes (including mobile applications) and related databases regarding Paylab.
  3. Client: a business who concluded an Agreement with Alma Career to provide Services.
  4. Copyright Act: the EU copyright legislation, which governs, among other things, relations relating to the creation and use of a work of authorship or artistic performance, the making and use of an audio-visual recording, or the making and use of a computer program or database.
  5. GTC: these Paylab General Terms and Conditions for Businesses.
  6. Price List: a list / an overview of currently valid prices and other services is available at https://www.palgad.ee/paylab.
  7. Registration: the contractual relationship between Alma Career and the Client, which arises upon the creation of a registration in accordance with the provisions of these GTC relating to registration.
  8. Service: any Alma Career service offered and provided within the Electronic Systems or a service provided directly by Alma Career representatives or its authorised agents, particularly services listed in these GTC.
  9. Parties: parties to the Agreement, i.e. Alma Career as defined above and the Client.
  10. Salary Analysis: a statistical - anonymous data / output that reflects the current labour market price of labour for the selected country/region and job.

3. Overview of Alma Career Services

3.1 Drawing up a Salary Analysis

After successful registration in the Electronic System, the Client is entitled to order a Salary Analysis according to the following rules:

1. After the Client submits an order, Alma Career will send an order confirmation to the Client's contact e-mail address (order acceptance), whereby the order confirmed by Alma Career is binding and may only be changed by mutual consent of the Parties. Alma Career shall be entitled to make the amendment of the order subject to the payment of an administration fee.
2. The price of the Salary Analysis is determined according to the valid Price List published on the relevant website on the date of ordering the Salary Analysis (see clause 1(e)).

3.2 Alma Career makes every effort to ensure that the outputs of the Salary Analysis are based on reliable, accurate and representative data, but this does not guarantee the absolute accuracy and completeness of the Salary Analysis.

3.3 The Client declares that it is fully aware that the Salary Analysis is a statistical work based on mathematical calculations. The Salary Analysis is for informational purposes only. For this reason, the Client agrees that Alma Career shall not be liable for any consequences or damages incurred by the Client due to the use of the Salary Analysis.

3.4 Due to the statistical nature of the Salary Analysis, the Client is not entitled to complain about the content of the output of the Salary Analysis.

3.5 The Client acknowledges that the Salary Analysis (or its outputs) is a copyrighted work and is protected under the Copyright Act and the regulations in force in the country in which the Services are provided. Alma Career holds valid licenses or consents from the persons concerned (authors or entities exercising the author's proprietary rights) for the use of such copyrighted works, or is directly the entity entitled to exercise the author's proprietary rights in accordance with the Copyright Act, i.e. to grant consent for any further use of such work. The output of the Salary Analysis may include a database created by Alma Career or another person, which is also subject to copyright and appropriate protection.

3.6 The Salary Analysis is intended solely for the information of the Client in connection with its business and for its own purposes. The Client is not entitled to redistribute the data obtained by using the Salary Analysis to third parties, whether or not for a fee, nor to use it for other purposes or to allow it to be used for other purposes by another person. The Client is not entitled to download the output of the Salary Analysis onto its website or into its publications or otherwise copy and reproduce the output of the Salary Analysis, in particular for the purpose of selling its products and services, without the prior written consent of Alma Career. Alma Career shall be entitled to withhold consent pursuant to the preceding sentence, in particular if, in its reasonable opinion, this could damage its reputation.

4. Use of Electronic Systems

4.1 In order to be able to utilize the Services, the User needs to dispose of equipment and a system meeting the following technical requirements:

1. 1. a computer with a web browser with cookies, local storage and JavaScript language interpreter enabled,
   2. one of the most used web browsers in their latest released major version (e.g. Chrome 119.x.xxxx.xx) or previous major version of that browser, 
   3. a mobile phone with iOS or Android operating systems (latest released major version or up to 3 years old version of the operating system),
   4. an internet connection.

4.2 To use the Services, the Client is obliged to register via the Registration form available in the Electronic System. Upon successful Registration, the Client shall create his/her own online account with unique login details. The Client is obliged to protect the login details from misuse and not to provide them to third parties.

4.3 The Client shall not:

1. 1. Process data in the Electronic Systems in an automated way, or to extract or utilize Alma Career databases in a similar way beyond the scope necessary to fulfil the purpose of the Agreement,
   2. Attempt to access parts of Electronic Systems to which it was not explicitly granted access by Alma Career,
   3. Use Electronic Systems in a way that is contrary to the purpose of the Agreement.

4.4 The Client shall:

1. 1. Inform Alma Career about all security deficiencies of Electronic Systems detected when using the Electronic Systems,
   2. Refrain from publishing the security deficiencies for at least ninety (90) days of the notification to Alma Career.

4.5 The Client shall also:

1. 1. Set up a separate user account in the Electronic Systems for each employee and set unique login username and password for each account,
   2. Prevent any sharing of login data among the Client’s employees or with third parties,
   3. Protect the login data, and
   4. Prevent the misuse of the login data.

4.6 The Client shall immediately notify Alma Career of any unauthorised use of login data or misuse of such data. Alma Career shall not be liable for any misuse of the Client’s login data or for any damage and claims of third parties arising from the breach of the above-mentioned obligations of the Client.

4.7 For the purposes of adjustments and further development of Electronic Systems, Alma Career shall be entitled to use any feedback from any Client, without the Client’s claim to any financial settlement whatsoever.

5. Confidentiality

5.1 The Parties undertake to maintain confidentiality of confidential information. Confidential information shall mean any information and data that the Parties obtain in direct or indirect relation to the negotiation regarding mutual cooperation, in particular, all data, documents, and business terms of all kinds and forms, tangible and intangible, which are mutually provided by the Parties in writing or orally within the presentation or otherwise for the purpose of mutual cooperation. Confidential information shall also mean all information on applicants, clients, know-how and other matters of the Parties that are not publicly available (or not designated to be publicly available) and known and are subject to business secret. Any press release or public announcement regarding the mutual cooperation shall be subject to the prior written approval of Alma Career.

5.2 The Parties undertake not to disclose confidential information to any third party and to take measures to prevent third parties from having access to such information. The provisions of the previous sentence shall not apply to confidential information:

1. 1. Alma Career is entitled or obliged to publish in connection with the Agreement,
   2. which has been in the public domain as of the date of the disclosure thereof,
   3. which has become or will become publicly known or available otherwise than through the breach of the contractual obligations of either of the Parties, their employees, advisers or consultants,
   4. which has been disclosed based on an obligation resulting from the generally binding legal regulations or an authorized requests of courts or relevant public authorities (e.g. Police authority),
   5. disclosed based on an express consent of the relevant Party.

5.3. The confidentiality obligations shall remain effective regardless of the duration of the Agreement.

5.4 The Company hereby undertakes not to collect, gather, keep, disseminate, make available, process or use any confidential information, or combine the same with other information, in any manner without legal title or contrary to the Client’s directions. Alma Career undertakes to forward to the Client without undue delay any confidential information Alma Career may come into contact with beyond its regular work for the Client, and, in the period Alma Career handles the confidential information, to ensure that the same is sufficiently protected against any loss, theft, destruction, unauthorised access or accidental or other damage or other unauthorised use or processing.

5.5 If confidential information related to the Client is disclosed to a third party, Alma Career undertakes to ensure that the third party will be bound by the confidentiality obligations to the same extent as Alma Career.

5.6 The Company shall observe common security standards in respect of computer virus risks and computer network protection. Alma Career acknowledges its obligation to comply with all legal obligations related to data protection and business secrets.

6. REGISTRATION AND AGREEMENT

6.1 The contractual relationship between the Client and Alma Career is established by Registration in the Electronic Systems and acceptance of these GTC. Mere Registration does not imply any entitlement for use of any Services by the Client. Contractual relationship on provision of Services is established by concluding an Agreement.

6.2 The Agreement is concluded:

1. 1. by entering into a written Agreement,
   2. by Alma Career confirming the Client’s order,
   3. by Alma Career commencing with provision of Services in accordance with the Client’s order.

6.3 By entering into the Agreement, the Client agrees:

1. 1. the terms and conditions of providing the Services (graphic formats, ways of submitting materials etc.),
   2. with possible limitations of the Internet network and the environment of Electronic Systems,
   3. with the content of the Agreement and the GTC.

6.4 The Company accepts orders from its Clients based on which it provides the Clients with Services. A duly completed order is binding for the Client at the moment of its delivery to Alma Career.

6.5 The Client sends its orders for Alma Career Services primarily by completing and sending an electronic order form that is available in the Electronic Systems. A binding order may also be sent by other means allowed by Alma Career, e.g. by e-mail, mail or phone.

6.6 The Company reserves its right to refuse the order within three (3) business days following its receipt if:

1. 1. the Client has previously breached its obligations under the Agreement (including the GTC),
   2. the execution of such order would be in conflict with Alma Career business policy,
   3. the execution of such order would be in conflict with the principles of fair business practice, good morals or public order.

6.7 The Company will start providing the Services under the terms of the Agreement, unless it refuses the order pursuant to Article 6 of the GTC. The provision of the Service shall start without undue delay, unless the Agreement indicates otherwise.

6.8 The Company is entitled to assign all rights and obligations under the Agreement as well as the Agreement as a whole to another person.

6.9 Both Alma Career and the Client hereby assume the risk of changing circumstances and thus any change of circumstances shall not give rise to any claim to renew contract negotiations.

7. Price for Services, Invoicing

7.1 The Company allows access to Electronic Systems and Services in return for a payment, some parts of these Electronic Systems and Services may be accessed free of charge.

7.2 For the Services provided, the Client shall pay Alma Career the price according to Alma Career Price list for Services valid as of the receipt of the order by Alma Career. If allowed by Alma Career, the price may also be settled by credits according to the current online price list. All prices are provided without VAT, other taxes or charges, unless explicitly provided otherwise. The Client acknowledges that should the relevant financial operation be subject to taxation or subject to compulsory charges, the price shall be increased by such tax or charge according to applicable laws. Each payment made to the benefit of Alma Career shall be considered as settled by the date of its crediting to Alma Career´s bank account.

7.3 The price shall be due based on the tax document (invoice) issued in accordance with the applicable law. Alma Career shall issue the invoice within fifteen (15) days of the date of conclusion of the Agreement. The invoice is payable within 14 days from its issuance, unless agreed otherwise.

7.4 In the case of the provision of the Service, the taxable supply shall be deemed rendered on the day of the provision or the day on which a tax document is issued, with the exception of instalment or payment schedule, or a payment receipt, whichever may be earlier, or as otherwise provided by the applicable law.

7.5 The Client is not entitled to a refund of the price paid or a discount on the price if the Client does not use the ordered Services or for reasons not exclusively attributable to Alma Career.

7.6 The Company reserves its right to suspend the provision of Services, unless a deposit in the requested amount is paid by the Client.

7.7 If the Client is in default with the payments of the price or any part thereof for more than fourteen (14) days, Alma Career shall be entitled to interrupt the provision of the Services until the price is fully paid by the Client. The provision of Services will be resumed immediately after crediting the amount due to Alma Career account. The Client is not entitled to an extension of the duration of the provision of the Services by the period for which the provision of the Services was suspended, and is not entitled to any discount or other reduction in the agreed price for the Services.

7.8 The Client agrees that tax documents (invoices) will be issued electronically.

7.9 If the agreed period of the provision of Services during which Advertisements were published expires or another Service has been agreed, the presentation of all active jobs shall also expire on the last day of this period, regardless of the time for which the jobs were offered, and the Client shall have no claim due to the early termination. If the Parties agree to extend their cooperation by another year (a new Agreement is concluded), the relevant Advertisements will be published for the entire period for which they were originally posted.

8. Termination and Sanctions

8.1 The contractual relationship established by Registration shall terminate upon termination of the account. Cancellation of the Registration shall prevent the use of the Services and shall not affect the refund or discount of the price paid. The Company is entitled to terminate the account(s) in the cases referred to in Article 1 of the GTC. There is no legal entitlement to maintain an account, resp. a Registration without using the paid Services at the same time.

8.2 The Agreement between the Client and Alma Career may be terminated:

1. 1. upon the expiry of the period for which the Agreement was concluded, if such period is specified in the order or the Agreement,
   2. by immediate termination of the Agreement in accordance with Article 13 of the GTC,
   3. by agreement of Alma Career and the Client.

8.3 If the Agreement is terminated immediately by Alma Career, Alma Career is entitled to charge the so-called engaging fee of 1% of the price already invoiced under the terminated Agreement if a new Agreement is concluded with the same Client.

8.4 If the Client is in default with the payment of the price for Services, Alma Career is entitled to charge the Client the statutory default interest on the outstanding amount.

8.5 The obligation to pay sanctions shall be without prejudice to the obligation to compensate for damage in full.

8.6 Even after the termination of the Agreement, Alma Career is obliged to meet its obligations arising from the relevant legal regulations governing the obligations related to personal data protection, particularly to prevent any unauthorised use of personal data until they are transferred to the Client or a third party designated by the Client according to the Client’s instructions, or until the data is safely disposed of.

9. Immediate termination of the Agreement

9.1 The Company is entitled to terminate the Agreement immediately if:

1. 1. the materials provided by the Client are in conflict with the applicable law, good morals, public order etc. (particularly if they promote violence, racism, discrimination against certain population groups etc.),
   2. the Client is in default with the payment of any of its debts to Alma Career (regardless on whether the debt arised from the Agreement or another agreement),
   3. the Client damages the reputation of Alma Career or its trademarks,
   4. the Client demands the presentation of information in the Electronic Systems that are contrary to Article 1 of the GTC.
   5. the Client substantially breaches the Agreement.

9.2 The Client is entitled to terminate the Agreement immediately only in the case of a material breach of the obligations by Alma Career. A material breach shall, in particular, mean a breach of Alma Career obligations due to which the provisions of Services by Alma Career is demonstrably completely suspended for more than ten (10) consecutive business days in full, except where the suspension is due to force majeure.

9.3 The immediate termination of the Agreement shall only have future effects.

10. Damages

10.1 In the event of a defective performance by Alma Career, the Parties agree that Alma Career:

1. 1. will compensate the Client by a substitute performance of other Services at the corresponding value, or
   2. provide other substitute performance as agreed by the Parties.

10.2 The Company is not liable for any damage caused by force majeure or defects outside Alma Career’s equipment. Force majeure is deemed to mean a temporary or permanent, extraordinary, unforeseeable and insurmountable obstacle arising independently of Alma Career’s will. In the event of force majeure on the part of Alma Career, Alma Career shall notify the Client of the situation and its cause without undue delay. Unless agreed otherwise, Alma Career will continue to fulfil the Agreement to the extent of its best abilities and capabilities, even using alternative means, to meet its contractual obligations.

10.3 The liability of Alma Career for damage due to technical and software equipment of Alma Career in connection with the concluded Agreement shall be limited to the amount paid by the Client for the Services under the Agreement within the period preceding the claim. Alma Career is not obliged to compensate the Client for damage that could not be anticipated at the time of the conclusion of the Agreement.

11. Copyright and Trademarks

11.1 The Client is obliged to obtain licences for the use of all works presented in the published information, slogans, audio-visual recordings or ads that will be used in connection with the provision of the Services by Alma Career, and is also obliged to pay remuneration for these licences and all associated costs. Alma Career is not liable for the breach of copyright by the Client or due to the publication of materials provided by the Client. If any damage is incurred to Alma Career in relation to the breach of this provision by the Client, the Client shall compensate Alma Career for all damages without undue delay following the Alma Career’s request.

11.2 The Client is not entitled to use the Electronic Systems or parts thereof otherwise than for its own (internal) use or in a manner exceeding the scope of use expressly allowed by Alma Career, it is particularly prohibited to spread and copy them or otherwise technically process them without a prior written demonstrable consent of Alma Career. The Clients are also prohibited from tampering in any way with the technical means or contents of the websites.

12. Governing Law, Agreement on Jurisdiction

12.1 The Parties agree that their legal relationship shall be governed by the law of the Slovak Republic and that the courts of the Slovak Republic shall have exclusive jurisdiction over disputes arising between them. The Parties agreed a territorial jurisdiction of Alma Career general court for any disputes arising from the Registration, Agreement, the GTC or Product Terms.

13. Final Provisions

13.1 The Company is entitled to unilaterally amend or supplement these GTC and as well as other contractual terms contained in the Agreement, to the appropriate extent if there is a reasonable need to amend them. In this case, Alma Career is obliged to inform the Client about the effective date of the new terms affected by the amendment and notify the Client of these new terms affected by the amendment at least seven (7) business days prior to the effective date of the new terms in an appropriate manner (primarily, but not exclusively, via e-mail or Electronic Systems used by the Client). The appropriate extent shall mean the change to any of the provisions of the GTC or as well as other documents to which these GTC refer.

13.2 If the Client does not agree with the terms announced by Alma Career pursuant to Article 1 of the GTC, the Client is entitled to terminate the Agreement by delivering a disagreement within fifteen (15) days of the receipt of Alma Career notification. In this case, the Agreement will be terminated on the effective date of the new terms affected by the amendment, or on the date on which the Client’s disagreement is delivered to Alma Career, whichever comes later.

13.3 These GTC are valid and effective as of 1. 1. 2024.