Terms and Conditions for the use of Staffino Web Application

(hereinafter referred to as “Terms”)

STAFFINO s. r. o., with its registered seat at Volgogradská 84, 080 01 Prešov, Slovak Republic, ID No.: 47 645 407, registered in the Commercial Register maintained by the District Court Prešov, Section: Sro, Insert No. 31750/P (hereinafter referred to as “Provider”) provides collection, analysis and management of data on (i) evaluation of businesses, companies, units, public institutions (hereinafter referred to as “Client”) and (ii) evaluation of employees or other persons active within an operation (hereinafter referred to as ”Employees”), whereas these evaluations are to be provided by independent third parties having a recent experience with the operation and its employees (hereinafter referred to as “Customers”).

These Terms are divided into Part A and Part B; in Part A, basic rights and obligations of customers using the Web Application are set out; Part B sets out commercial terms and relations between the Provider and entrepreneur (or another person) (i) whose operations or employees are evaluated by customers and (ii) who wishes to use the Web Application described in Article 2 of these Terms. By accepting these Terms, the Customer (as specified in Part A) or the Client (as specified in Part B) enter into an agreement with the Provider (hereinafter referred to as “Agreement”).

Positive evaluations of customers are disclosed also to other Customers. Negative evaluations may be upon Client’s decision also disclosed to other Customers in redacted version. Through the Web Application, the Client shall have access to all evaluations, both positive and negative.

Part A – The Customer

Article 1 - Conclusion of the Agreement

1.1 This Part A of the Terms represents an agreement on rights and obligations of the Provider and the Customer using the Web Application and upon its acceptance, the Provider and the Customer enter into an agreement.

1.2 The Customer accepts the proposal for the conclusion of this agreement upon the first use of the Web Application irrespective of the log-in method.

Article 2 - Subject of the Agreement

2.1 Based on Pat A, the subject of the Agreement shall be an undertaking of the Provider to grant to the Customer (under the Terms herein) a free of charge, non-exclusive license to use the Web Application Staffino in a territorially unlimited area, through which the Customer can evaluate operations, products, services or employees of the Client (hereinafter referred to as “the Web Application”).

2.2 Provider shall ensure due functioning of the Web Application in such a way that evaluations of the operations, products, services and/or Employees of the Client are displayed to the Client through the Web Application.

Article 3 - Use of Web Application

3.1 The Customer can access the Web Application through the following:

(a) Customer´s actual profile on a social network supported by the Web Application;

(b) registration form on the Provider’s web site.

3.2 The Customer declares that it has duly familiarised itself with the functioning and features of the Web Application and that the license under these Terms is acquired for the Web Application in the conditions as it is.

3.3 Based on this Agreement, the Customer is entitled to use any copy of the Web Application free of charge:

(a) in a non-exclusive manner;

(b) in a territorially unlimited area;

(c) throughout the duration of this Agreement;

(d) for the purposes for which this Web Application is designed, i.e. in particular for those stated in section 2.1 above.

3.4 The Customer declares that it will abstain from using the Web Application in manner or for purposes other than the ones described in these Terms or at Provider’s web site. The Customer undertakes in particular, but not limited to, to refrain from:

(a) Web Application reverse analysis, i.e. Customer may not in any way use knowledge of ideas, processes, structure, algorithm and used methods on the basis of which the Web Application is designed and/or which it contains;

(b) circumventing of Web Application’s security systems;

(c) gaining access to Web Application in a fraudulent manner, or any other manner that represents a breach of generally binding legal regulations;

(d) gaining access to accounts of other Provider’s clients or customers;

(e) using the Web Application in a manner different from the one permitted by the Provider save for the cases when the Provider gives an explicit and specific approval or in case the Customer is entitled to act in such manner on the basis of applicable law.

Article 4 - Rights and Obligations of the Customer

4.1 The Customer undertakes not to publish through the Web Application any evaluations, data, pictures or any other content that:

(a) breach generally binding legal regulations, ethical norms, good manners or which threaten public order;

(b) may harm good reputation of the Provider or other persons,

(c) are misleading or untrue;

(d) when acting with due care, it is obvious, that their quality and content does not comply with the interests of the Provider, technical requirements of the Provider or the purpose of the Web Application;

(e) may interfere with the rights and legally protected interests of the Provider and third persons.

4.2 The Provider shall not be liable for evaluations or any other content published in the Web Application by the Customer.

4.3 The Client undertakes that it will neither abuse the log-in details to Web Application nor allow their abuse or access to Web Application or abuse to third parties.

Article 5 - Delivery

5.1 Contracting Parties agree that any notices, legal actions or other information under this Agreement shall be delivered by the Customer to the Provider to the address:

STAFFINO s. r. o., Teslova 26, 821 02 Bratislava, Slovak Republic,

or via e-mail to legal@staffino.com.

5.2 Contracting Parties agreed that any notices, legal actions or other information under the Agreement or these Terms shall be delivered by the Provider to the Customer to the postal address or e-mail address given by the Customer through the Web Application.

Article 6 - Duration and Termination of the Agreement

6.1 The Agreement is concluded for an indefinite period of time.

6.2 The Agreement may be terminated by any Contracting Party, without a prior notice with immediate effect. After the termination of the Agreement, the Customer shall no longer be entitled to use the Web Application.

Article 7 - Final provisions

7.1 The Provider shall be entitled to change and amend the Terms at any time. The change of Terms is valid and effective and thus binding for both Contracting Parties, unless a later date is agreed, on the first working day following the date when the Customer was delivered the modified Terms or was notified of the change of the Terms with information where it can familiarise itself with the modified Terms.

7.2 If the Customer disagrees with the change of the Terms, it is entitled to terminate the Agreement with immediate effect before the changed Terms become effective. The use of the Web Application by the Customer after the changed Terms become effective shall be deemed for its agreement with the change of the Terms.

7.3 Details on the processing of Customer’s personal data in respect to the use of the Web Application are specified in the Provider’s Privacy Policy, available at the www.staffino.com/privacypolicy.

7.4 Contracting Parties have agreed that legal relations under this Agreement are governed by the laws of the Slovak Republic and any dispute arising out of or in connection with this Agreement shall be under the jurisdiction of the Slovak courts.

Part B – The Client

Article 1 - Conclusion of the Agreement

1.1 This Part B of these Terms represents an agreement on rights and obligations of the Provider and the Client and upon their acceptance the Provider and the Client enter into an agreement.

1.2 The Client accepts the proposal for conclusion of the Agreement upon (i) acceptance of these Terms at the web page of the Provider or (ii) clicking on the acceptance link sent by the Provider together with the Terms (or with the link to the Terms) or (iii) first use of log-in details sent by the Provider together with the Terms (or with a link to the Terms).

1.3 If the Provider enters into a written agreement with the Client, these Terms shall form an inseparable part thereof.

1.4 In case of discrepancies between the written agreement pursuant to part 1.3 of these Terms and the price list or any other individual agreement (made e.g. via e-mail), the provisions shall apply as follows:

  1. individual agreement, then

  2. written agreement, then

  3. price list, then

  4. Terms.

1.5 All documents according to Sec. 1.4 above shall form the Agreement.

1.6 If these Terms refer to an Agreement, it is always deemed to be a reference to the written agreement (if concluded), these Terms and alternatively specific agreements between the Provider and the Client.

Article 2 - Subject of the Agreement

2.1 The subject of this Agreement shall be an undertaking of the Provider to grant to the Client (under the conditions herein) a non-exclusive license to use the Web Application Staffino, through which the Client may follow evaluations of its operations (number of operations is agreed with the Provider, regardless of the form of such agreement), products, services and/or employees (subject to Agreement).. The license is granted for all copies of the Web Application that shall be provided or made accessible to the Client by the Provider.

2.2 The subject of this Agreement shall also be an undertaking of the Provider to ensure due functioning of the Web Application in such a way that evaluations of the operations, products, services and/or employees of the Client is displayed to the Client through the Web Application. Therefore, it also includes the processing of personal data by the Provider on behalf and bound by the instructions of the Client to the extent required to perform services as stipulated herein.

2.3 The Client shall be obliged to pay for services provided by the Provider based on Article 4.

Article 3 - Use of Web Application

3.1 The Client may use the Web Application upon payment of the remuneration, unless Contracting Parties agreed otherwise.

3.2 The Client declares that it duly familiarised itself with the functioning and features of the Web Application and that the license under these Terms is provided for the Web Application in the conditions “as it is”.

3.3 Based on this Agreement, the Client shall be entitled to use every copy of the Web Application for remuneration

(a) in a territorially unlimited area;

(b) throughout the duration of this Agreement;

(c) for purposes for which this Web Application is designed, i.e. in particular, for those stated in section 2.1 above.

3.4 If the Client wishes to extend the operations, products, services and/or employees to be evaluated, it may request so via helpdesk (support@staffino.com).

3.5 The Client declares that it will abstain from using the Web Application in a manner or for purposes other than the ones described in these Terms or at Provider’s web page. The Client undertakes in particular, but not limited to, to refrain from:

(a) Web Application reverse analysis, i.e. it must not in any way use knowledge of ideas, processes, structure, algorithm and used methods on the basis of which the Web Application is designed and which it contains,

(b) circumventing of the Web Application’s security systems;

(c) gaining access to the Web Application in a fraudulent manner, or in another manner that represents a breach of generally binding legal regulations;

(d) gaining access to accounts of other Provider’s clients;

(e) using the Web Application in a manner different from the one permitted by the Provider save for the cases when the Provider gives an explicit and specific approval or in case the Client is entitled to act in such manner on the basis of applicable law.

3.6 The Client acknowledges that evaluation submitted by the Customer shall be generally published through the Web Application within approximately 1-15 minutes.

Article 4 - Price and Payment Conditions

4.1 The Client shall be obliged to duly pay to the Provider a price according to the valid price list accessible at www.staffino.com or as quoted.

4.2 If the Client does not conclude a written agreement, it shall settle the payments through a bank on-line payment form (i.e. by credit card) or through another automatised system using credit card payment (e.g. Braintree).

4.3 If the Client enters into a written agreement according to section 1.3 above, it shall settle the payment via bank transfer as specified in a separate written agreement between the Provider and the Client.

4.4 The Contracting Parties may agree on a different method of payment.

4.5 As long as the price list does not state whether the price includes or excludes VAT, it is understood that the prices exclude VAT, i.e. should the Provider be a registered VAT payer, VAT shall be added to the agreed prices according to the effective laws and legal regulations.

Article 5 - Rights and Obligations of the Client

5.1 The Client undertakes not to publish in its profile through the Web Application data or pictures that:

(a) breach generally binding legal regulations, ethical norms, good manners or which threaten public order;

(b) may harm good reputation of the Provider or other persons,

(c) are misleading or untrue;

(d) when acting with due care, it is obvious that their quality and content does not comply with the interests of the Provider, technical requirements of the Provider or the purpose of the Web Application;

(e) may interfere with the rights and legally protected interests of the Provider and third persons.

5.2 The Client undertakes that it will neither abuse the log-in details to Web Application nor allow their abuse or access to Web Application or abuse to third persons.

5.3 The Client shall not be entitled to unilaterally set off any receivables towards the Provider against the Provider’s receivables towards the Client.

Article 6 - Rights and Obligations of the Provider

6.1 The Provider shall, in respect of fulfilment of its duties hereunder:

(a) meet its obligations on time and with due care;

(b) inform the Client, without undue delay, on the impossibility to fix a breakdown or to provide the service - in such case the Contracting Parties agree to negotiate next steps;

(c) ensure that the Client has access to its data stored through the Web Application on Provider’s servers within 99% of the time during which the Client has a right to use the Web Application;

(d) secure accessibility of the Web Application within 99% of the time during which the Client has a right to use the Web Application.

6.2 The Provider shall exercise maximum effort to ensure proper functioning of the Web Application as well as other applications and devices which should enable submission of evaluations by Customers.

6.3 If the Provider finds out that the data published by the Client are not in line with reality and the Client fails to provide correct data despite the written request of the Provider within 2 business days, the Provider is entitled not to publish incorrect data about the Client or it may, at its discretion, correct such data. In addition, the Provider shall have the right to terminate the Agreement.

6.4 If the Client publishes through the Web Application data that breach part 5.1, the Provider shall be entitled remove such data, and alternatively terminate the Agreement.

6.5 The Provider is entitled to the following:

(a) interrupt the Client’s access to Web Application at any time if the Client abuses the Web Application or there is a suspicion of such abuse;

(b) determine the extent of published data about the Client or related to the Client;

(c) inform the Client on services provided by the Provider in the form of letters, flyers, direct e-mails and other similar forms of written or phone contact;

(d) set off any receivables that it may have towards the Client, including receivables which are not yet due or which are time barred against any receivables of the Client towards the Provider;

(e) use Client’s business name, logo and identification details for the purpose of providing references on services provided hereunder.

Article 7 - Liability

7.1 The Provider shall make maximum effort in order to remove any defects and ensure full functionality of the Web Application.

7.2 The Provider shall not be liable for non-functionality of the Web Application if this is caused exclusively by circumstances over which the Provider has no control or by entities whose actions are not under the Provider’s influence. To avoid any doubts, effectiveness of provisions regulating circumstances excluding liability is not affected hereby.

7.3 Contracting Parties agreed that the maximum total amount of the damages to be indemnified by the Provider shall be limited by the total amount that the Client paid to the Provider based on this Agreement as of the moment of notification of the last damage.

7.4 The Provider shall not bear any liability for the content of evaluations available through the Web Application.

7.5 The Client shall bear full liability for content of the information published by it, in particular that the data are correct and accurate and it shall be obliged to provide data necessary for correction in case that there is a mistake or inaccuracy.

7.6 The Provider shall not be liable for any damages that will incur to the Client as a result of evaluations by the customers or as a result of data published by the Client through the Web Application.

7.7 The Provider shall be liable for the fulfilment of its duties based on this Agreement regardless of whether it fulfils such duties through its employees or its suppliers.

7.8 The Provider shall not be liable for failure to fulfil its obligations or delay with their fulfilment if this is a result of failure to fulfil obligations on part of external suppliers of connections (phone, fax or internet) or as a result of failure of sources of energy or server, regardless of whether these reasons are direct or indirect.

Article 8 - Delivery

8.1 Contracting Parties agreed that any notices, legal actions or other information under this Agreement shall be delivered by the Client to the Provider to the address:

STAFFINO s. r. o., Teslova 26, 821 02 Bratislava, Slovak Republic, or

via e-mail to legal@staffino.com

8.2 Contracting Parties agreed that any notices, legal actions or other information under the Agreement or these Terms shall be delivered by the Provider to the Client to the postal address or e-mail address given by the Client through the Web Application or in a written agreement.

Article 9 - Duration and Termination of the Agreement

9.1 The Agreement shall be concluded for an indefinite period of time.

9.2 The Agreement can be terminated only from the following reasons:

(a) upon expiration of the period for which the Client paid for use of the Web Application;

(b) upon mutual agreement of the Contracting Parties in writing;

(c) upon withdrawal, if permitted by law or agreement;

(d) by written termination notice by one of the Contracting Parties; termination period shall last 1 month and it shall commence on the last day of the month in which the termination notice was delivered to the other Contracting Party;

(e) upon written termination of the Client according to section 11.2

9.3 Regardless of the reasons for termination, the Client shall not be entitled to claim paid remuneration or its part.

9.4 The termination or withdrawal shall be taken into account only if they are delivered by mail, courier services or in person.

9.5 Upon termination of the Agreement, rights and obligations of the Contracting Parties that according to generally binding legal regulations and this Agreement shall remain valid after the termination of this Agreement, shall not cease to exist. To avoid any doubts, this shall include in particular confidentiality obligations, financial claims, claims for indemnification of damages and other claims that, by their nature, shall not cease to be exist after the termination of the Agreement.

Article 10 - Processing of personal data provided by the Client

10.1 This Agreement also presents a data processing agreement between the Client (as the controller) and the Provider (as the processor) in accordance with any law protecting or regulating the processing of personal data, including without limitation, the Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data (General Data Protection Regulation) (“GDPR”), as well as any applicable national EU Member state laws, such as the Slovak Act No. 18/2018 Coll. on personal data protection, as amended (“Applicable data protection laws”).

10.2 The purpose of the processing is to evaluate and thereby improve the quality of the Client’s services provided by or to the data subjects. The personal data will be processed as of the commencement of the Agreement up to the termination of the Agreement according to the Section 9 of this Agreement or up to the Client’s first demand according to the Section 10.18 hereof.

10.3 The data subjects of the processing described hereof are:

(a) Employees of the Client, whose personal data were provided to the Provider in relation to their employment with the Client, based on the legal ground of its legitimate interest for evaluating and improving provided services or based on compliance with legal obligations, if such exist under Applicable data protection laws; and

(b) Customers of the Client, whose personal data were provided to the Provider in relation to services provided by the Client, based on the legal ground of its legitimate interest for evaluating and improving provided services.

10.4 The Provider shall process the following personal data of the data subjects provided by the Client:

(a) name, surname, title, e-mail, work ID, work position, photographs, language skills of the Client’s Employees, and

(b) contact details, such as e-mail, phone number and / or other personal data of the Client’s Customers.

10.5 The Provider shall not, without the consent of the Client, transfer personal data processed on behalf of the Client, to a country outside the EU/EEA or to an international organisation.

10.6 The personal data shall be stored in an information system.

10.7 The Client undertakes to ensure that there is a legal ground for processing the personal data covered by the Agreement.

10.8 The Provider will only process the personal data in accordance with the documented instructions given by the Client and in accordance with this Agreement and the Applicable data protection laws. If, in the Provider’s opinion, the execution of an instruction of the Client would breach this Agreement or the Applicable data protection laws, the Provider will immediately notify the Client thereof in writing. In such case, the Provider will suspend the execution of the instruction until the instruction is confirmed by the Client in writing or via e-mail correspondence.

10.9 The Provider will provide the Client with such assistance and co-operation as the Client may reasonably request to enable the Client to comply with any obligations imposed on the Client in relation to the personal data, including, but not limited to providing any assistance with any data breach notifications, data protection impact assessments and prior consultations of the Client required under Applicable data protection laws, or other binding legal obligations, which may include, litigation proceedings and responding to binding orders of a court or regulatory authority with jurisdiction.

10.10 The Client shall have sole discretion in responding to the rights asserted by the data subjects The Provider will forward to the Client without undue delay any requests of the data subjects. Notwithstanding, the Provider will provide any assistance in fulfilling any rights of the data subjects to the extent these rights relate to the processing of the personal data by the Provider as reasonably requested by the Client, including (i) complying with any request from the Client requiring the Client to amend, transfer or delete the personal data as soon as possible; and (ii) implementing, so far as possible, appropriate technical and organizational measures to provide the Client with co-operation and assistance in complying with any data subject rights received by, or on behalf of, the Client.

10.11 Taking into account the nature of the processing, the Provider undertakes to implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk and assist the Client, insofar as this is possible, with the fulfilment of the Client’s obligation to respond to requests for exercising the data subject’s rights.

10.12 The Provider will take reasonable steps to ensure the reliability of any person authorized to process the personal data and will ensure that such persons have committed themselves in writing to confidentiality or are under an appropriate obligation of confidentiality and an obligation to act in compliance with Applicable data protection laws.

10.13 The Provider shall notify the Client without undue delay and, in any event, not later than 72 hours of any verified data breach leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to the personal data transmitted, stored or otherwise processed by the Provider or any of its sub-processors.

10.14 The Provider is generally entitled to engage, transfer or disclose any personal data to another party (including any other processor) without prior written authorization of the Client. The Processor shall inform the Controller of its intention to engage (or change) such other third party by a publication inside the STAFFINO Web Application at www.staffino.com/sub-processors at least two weeks in advance of the date of the intended commencement of the engagement. The Controller may object to such intended engagement by giving written notice without any undue delay after the publication. The grounds for objecting must be specific and reasonable. The Provider shall remain fully liable to the Client for the performance of the sub-processor’s obligations under this Agreement.

10.15 The Client has the right to reasonably inspect or audit the Provider’s compliance with this Agreement. For this purpose, the Provider will grant the Client, or a designated third party, access to its business premises during the Provider’s regular business hours and without undue delay make available all information necessary to demonstrate compliance with this Agreement as reasonably requested by the Client. The Client will notify the Provider in writing of any such audit or inspection at least 10 working days in advance.

10.16 Where the Provider engages another party in accordance with this Section 10.14 of this Agreement, obligations in respect to level of data protection as established by this Agreement shall be imposed on that other party by way of a written contract such as a data processing agreement.

10.17 The processing of personal data shall terminate automatically following the termination of the Agreement upon the completion of the last processing activity carried out thereunder.

10.18 Upon the Client’s first demand, at the latest, however, upon termination of this Agreement, the Provider will at the choice of the Client, delete or return to the Client all personal data processed and delete all existing copies unless to the extent the laws applicable to the Provider require a longer retention. The Provider shall provide any evidence of such deletion of personal data as reasonably requested by the Client.

Article 11 - General Provisions

11.1 The Provider shall be entitled to change and amend these Terms at any time. The change of Terms is valid and effective and thus binding for both Contracting Parties, unless a later date is agreed, on the first working day following the date when the Client was delivered the modified Terms or was notified of the change of the Terms with information where it can familiarise itself with the modified Terms.

11.2 If the Client disagrees with the change of the Terms, it is entitled to terminate the Agreement with immediate effect before the changed Terms become effective. The use of the Web Application by the Client after the changed Terms become effective shall be deemed for as an agreement with the change of the Terms.

11.3 Details on the processing of Client’s and Employee’ personal data in respect to the use of the Web Application are specified in the Provider’s Privacy Policy, available at the www.staffino.com/privacypolicy.

11.4 Contracting Parties have agreed that legal relations under this Agreement are governed by the laws of the Slovak Republic and any dispute arising out of or in connection with this Agreement shall be under the jurisdiction of the Slovak courts.

11.5 All rights and obligations of the Provider and the Client ensuing from the Agreement shall transfer to their legal successors. The Provider is entitled to transfer rights and obligations ensuing from the Agreement to a third party, while these rights shall belong to such third party to which the rights and obligation were transferred, as well as to its legal successors, and the Client explicitly agrees with this.

11.6 Should any of the provisions of the Agreement become invalid or null, this invalidity or nullity shall not affect the other provisions of the Agreement and the Provider shall replace such invalid or null provision by a valid and effective provision, while maintaining the economic and legal purpose and meaning of the disputed provision.

11.7 The Provider and the Client are obliged not to disclose data and information received during mutual cooperation to third parties. The Provider may use data for preparation of various statistics or research.

11.8 The Terms shall become valid and enter into force on 25.05.2018.