Skip to content

Intermediation Agreement

17/07/2025

This agreement is concluded pursuant to § 642 et seq. of Act No. 513/1991 Coll. Commercial Code as amended (hereinafter referred to as the "Agreement") between the following parties:

Intermediary - A legal entity or entrepreneur who orders services via the Pulsawork platform. The Intermediary undertakes to use the platform at their own risk.

Principal is HRIIS s.r.o., the operator of the portal www.pulsawork.com and other portals on other domains, providing services related to process management in companies through a software application, as well as related services, all under the conditions specified in these GTC. The Principal operates the technological platform (Pulsawork), a software system operated by HRIIS s.r.o., used for: - placing orders,
- recording fulfillment,
- document exchange,
- supplier reputation rating, - communication between parties. The Principal does not act as a contractual party to individual orders unless HRIIS s.r.o. expressly acts as the Client in a given individual case.

Preamble

The Principal is the operator of the PULSAWORK platform (hereinafter referred to as "PULSAWORK").

Based on this contractual relationship, the Intermediary will make efforts so that the Principal has the opportunity to conclude a business deal with a third party under the conditions set out in this Agreement.

The parties agree that throughout the duration of their contractual obligations, they will apply the principle of fairness and mutual economic benefit of cooperation, as well as the principle of timely exchange of necessary information and fulfillment of monetary obligations.

The parties declare that the principles and obligations arising from this Agreement will be fulfilled properly and on time.

Subject of the Agreement

  1. The subject of this Agreement is the paid, repeated intermediation of business opportunities by the Intermediary for the Principal. A business opportunity means the conclusion of a contract between the Principal as the operator of the PULSAWORK platform and the end customer, under the conditions set out in this Agreement.
  2. The Intermediary undertakes that during the term of this Agreement, they will carry out activities aimed at enabling the Principal to conclude contracts (hereinafter referred to as the "Intermediated Contract") with a third party/parties from India (hereinafter referred to as the "Partner"), and the Principal undertakes to pay the Intermediary a fee (commission) for this activity under the conditions set out in this Agreement.

Rights and Obligations of the Parties

  1. An Intermediated Contract is considered concluded in particular when the Intermediary (i) finds a Partner, (ii) provides the Principal with the contact details of such a Partner, and (iii) the Intermediated Contract is concluded.
  2. The Intermediary is obliged to promptly inform the Principal of circumstances important for their decision to conclude the Intermediated Contract, and the Principal is obliged to inform the Intermediary of facts that, in the Intermediary's assessment, are decisive for concluding such an Intermediated Contract, taking into account the information provided by the Principal.
  3. The Intermediary undertakes to carry out their activities in accordance with applicable generally binding legal regulations.
  4. In fulfilling the subject of this Agreement, the Intermediary undertakes to respect the Principal's instructions. If the Principal insists on a procedure that is not in accordance with applicable legal regulations, the Intermediary is not liable for their violation if they have previously warned the Principal of this conflict and the Principal still insisted on such a procedure.
  5. The parties are obliged to maintain confidentiality about the content of this Agreement, especially about the amount of commission, pricing, know-how, etc., even after the termination of this Agreement. The conditions of confidentiality are set out in the Non-Disclosure Agreement.
  6. The Intermediary is obliged to act honestly, responsibly, with dignity, and ethically when communicating with the Partner.
  7. The Intermediary is obliged, when providing their services, to actively promote the good name and reputation of the Principal and always ensure that their good name is protected.
  8. The Intermediary undertakes not to collect any financial payments from those interested in PULSAWORK on behalf of or for the account of the Principal; the Principal considers such activity a gross breach of the Agreement and reserves the right to withdraw from the Agreement.
  9. The parties agree that the Principal will provide the Intermediary with marketing materials to promote PULSAWORK to a reasonable extent. If the Intermediary requires other marketing materials, the parties will negotiate this matter.

PULSAWORK Extension and Grant of License

  1. The parties agree that if the Partner is interested in programming any extension within the PULSAWORK platform (an extension of PULSAWORK also means expansion and customization of the PULSAWORK platform), the Intermediary will deal directly with the Partner in their own name and on their own account and will also inform the Principal of this fact. The Principal will provide the Intermediary with a developer manual for connecting the extension to the PULSAWORK platform. The penetration test of the PULSAWORK extension will be carried out by the Intermediary at their own expense. The Intermediary will conclude a separate contract with the Partner for the relevant service and undertakes to provide the Partner with services at a reasonable price and of the best possible quality so as not to undermine the Partner's trust in the PULSAWORK platform and in the Principal as the main and sole service provider under the Intermediated Contract.
  2. The parties agree that if the Intermediary provides services to the Partner as per the previous point, the Principal is entitled to a fee for activities such as code review, code quality assessment, consultations, etc., amounting to 10% of the price invoiced by the Intermediary to the Partner for the PULSAWORK platform extension, but not less than the amount equal to the number of hours multiplied by the hourly rate – the Principal will provide a price offer for man-hours after being informed of the scope and details of the PULSAWORK platform extension.
  3. The parties agree that if the Intermediary provides services to the Partner as per paragraph 1 of this article, the Intermediary hereby grants the Principal, in accordance with § 70 para. 2 of Act No. 185/2015 Coll. Copyright Act as amended (hereinafter referred to as the "Copyright Act"), an exclusive royalty-free license for the programmed extension of the PULSAWORK platform, especially for: a) its processing; b) its combination with another work, c) its inclusion in a database, d) making its copies, e) public distribution of its original or copies: i. transfer of ownership, ii. lending, iii. leasing f) its public presentation: i. public exhibition of the original or copies, ii. public performance, iii. public transmission.
  4. For the avoidance of doubt, the Intermediary is not entitled, except for the Principal, to grant any third party a license under this article of the Agreement and is obliged to refrain from using it themselves.
  5. The license under this article of the Agreement is granted by the Intermediary without material and territorial limitation.
  6. The Intermediary grants the license for the entire duration of the proprietary copyrights to the PULSAWORK platform extension.
  7. Based on the exclusive license granted, the Principal undertakes to grant a sublicense to the Partner who ordered the extension of the PULSAWORK platform.
  8. The Principal is entitled, under this article of the Agreement, to transfer the license to any third party, and the Intermediary hereby gives explicit and irrevocable consent to the granting of a sublicense to a third party as the Principal deems appropriate.
  9. Upon the dissolution of the Intermediary as a business entity, the copyrights pass to its legal successor.
  10. The Intermediary declares that they are and will be entitled to grant all rights under the conditions of this article of the Agreement. If the Intermediary is not the holder of the copyrights to the PULSAWORK platform extension, they declare that they have been/will be granted an exclusive license (the author is not entitled to grant a license to any other person or use the PULSAWORK platform extension or any part thereof themselves) to use the PULSAWORK platform extension and have also been granted the author's consent to grant a sublicense, to the extent exactly as defined in this article of the Agreement, and declare that the license under this article of the Agreement will be considered a sublicense under § 72 para. 1 of the Copyright Act, with all conditions for granting the sublicense set out in this article of the Agreement.
  11. If, as a result of the untruthfulness of the declaration under the previous point of the Agreement, third parties assert claims against the Principal, especially from copyrights to the PULSAWORK platform extension, the Intermediary undertakes to obtain consent from the affected third parties for the use of the PULSAWORK platform extension to the extent of their copyrights at their own expense. The Intermediary further undertakes to satisfy all such legitimate claims for the Principal and to ensure that the assertion of such claims does not prevent the Principal from properly using the PULSAWORK platform extension. The right to compensation for damages is not affected.
  12. The Intermediary is obliged to hand over to the Principal: a) the source code or any other expression of the PULSAWORK platform extension as a set of commands and instructions and any other materials necessary for its functionality, b) any login data necessary for the use of the PULSAWORK platform extension.
  13. The parties agree that if the Partner is interested in programming the PULSAWORK platform extension directly from the Principal, the parties will negotiate the terms for programming the HIRIIS platform.

Commission and Payment Terms

  1. The parties agree that the Principal is obliged to pay the Intermediary a commission (remuneration) under the conditions set out in this Agreement.
  2. The entitlement to commission and the amount of commission is specified in the Commission Schedule.
  3. The Intermediary is entitled to payment of the commission only if they have duly performed and proven the performance of activities related to the conclusion of the Intermediated Contract.
  4. The Principal undertakes to prepare, for each calendar month, based on their records, a List of Products for which the conditions for commission payment have been met (hereinafter referred to as the "List of Products"). The Principal then undertakes to send this List of Products to the Intermediary by the 15th day of the following calendar month. The conditions for commission payment are specified in the Commission Schedule.
  5. The Intermediary undertakes to issue an invoice to the Principal for payment no later than 30 days after receiving the List of Products. The due date of such an invoice will be 30 days from its delivery to the Principal, unless there is a justified delay (illness, etc.). If the Intermediary changes the account number for payment of the commission, they are obliged to inform the Principal of this change without delay, not only by changing the details on the invoice. If the Principal is entitled to a commission cancellation or part thereof, or if the Principal discovers an error in the commission settlement entitling them to a refund of part of the mistakenly paid commission, they are entitled to settle or offset the incorrectly paid commission against this claim when preparing the List of Products at the next available date.
  6. The Intermediary is obliged to check the received List of Products. If the Intermediary finds discrepancies in the List of Products with which they disagree, they are entitled to complain in writing or by email to the Principal no later than 30 days after receipt. The Principal will address the complaint. Complaints that the Principal recognizes as justified will be included in the List of Products for the next calendar month in which the complaint was recognized as justified.
  7. If the Intermediary becomes a VAT payer during the following period, the prices of fees and commissions will be considered as prices including VAT. If the Intermediary is a VAT payer, the prices of fees and commissions are considered as prices including VAT.
  8. If this Agreement is terminated for reasons on the part of the Intermediary, especially as stated in the article Duration and Termination of the Agreement, paragraph 6 of this Agreement, the Principal is not obliged to pay remuneration for activities performed in those transactions where there was a demonstrable breach of the Intermediary's obligations. In such cases, the Intermediary is not entitled to payment of remuneration, but the Principal's possible claim for damages remains and may also claim a contractual penalty.
  9. The Principal declares that the agreed commission is considered reasonable and agreed in accordance with Act No. 18/1996 Coll. on Prices as amended and in accordance with good morals.
  10. If the Intermediated Contract is concluded, or performance by the Partner under any Intermediated Contract occurs after the termination of this Agreement, the Intermediary's right to commission remains if all conditions for its payment are met.
  11. The Principal agrees to the electronic sending of invoices to the email address stated in the header of this Agreement.
  12. In case of the Principal's delay in paying the commission, the Intermediary is entitled to claim interest on late payment of 0.02% for each day of delay from the outstanding amount.
  13. The Intermediary is not entitled to reimbursement of costs associated with intermediation in addition to the commission.
  14. The Intermediary is obliged to keep documents acquired in connection with intermediation activities for the Principal for as long as these documents may be significant for the protection of the Principal's interests.

Special Provisions

  1. The parties agree that during the term of the Agreement, they will inform each other of all changes concerning the business name, registered office/place of business, subject of activity, statutory bodies including the manner of their representation towards third parties, as well as notify all decisive facts that may affect the fulfillment of obligations.
  2. Each party is obliged to notify the other party in writing of impending or commenced bankruptcy or restructuring proceedings.
  3. The obligation of confidentiality and secrecy of this Agreement (especially confidentiality about all facts that the Intermediary learned during the performance of their work, especially about the Principal's business partners, know-how, personal data of other employees, and other facts learned in the performance of this Agreement), as well as the obligation to protect information and personal data under the provisions of this article, continues and binds the Intermediary even after the termination of this Agreement, without time limitation. The Intermediary is also obliged to maintain confidentiality about all facts whose disclosure could damage the good name and reputation of the Principal or cause them material or non-material harm.
  4. The Principal has the right to claim a contractual penalty from the Intermediary under § 300 et seq. of the Commercial Code in the amount of €3,000, as well as all damages that in any of the following cases would always exceed this amount: a) if the Principal acquires the right to withdraw from the Agreement, or b) in the event of repeated breach of any obligation of the Intermediary, if the Intermediary has already been previously notified in writing of its breach.
  5. The Intermediary is obliged to compensate the Principal for all damages in cases where the Principal has reasonable suspicion that the Intermediary or a person authorized by them has carried out activities aimed at committing a criminal offense, has committed a criminal offense, or has assisted or enabled the commission of a criminal offense by not acting with due professional care or by acting contrary to the known interests of the Principal.
  6. In addition to the above, the parties agree that if either party breaches its obligation under this contractual relationship and the other party incurs damages exceeding the contractual penalty, the responsible party is obliged, regardless of the above (in the case of the Intermediary, even in certain cases in addition to the contractual penalty), to compensate for such damages exceeding the contractual penalty, in accordance with § 373 et seq. of the Commercial Code.
  7. For the purposes of this set-off, the parties agree that mutual claims may be set off even if either of them has not yet become due.

Duration and Termination of the Agreement

  1. This Agreement is concluded for a period of 2 years with automatic repeated renewal for one year each time, unless either party delivers notice to the other party at least 3 months before the expiry of the period that it does not wish to continue this Agreement. Termination of the Agreement does not affect the extinction of the right to commission and related accessories and any contractual penalties to which the Principal is entitled under this Agreement even after its termination.
  2. This Agreement may be terminated: a) by written agreement of the parties, b) by written withdrawal of either party from this Agreement for reasons provided by law or in this Agreement.
  3. This Agreement may be terminated by written agreement of the parties on the date specified in such agreement as the date of termination of this Agreement. If such a date is not specified in the agreement, this Agreement is considered terminated on the date of signature of the agreement by both parties.
  4. Each party may withdraw from this Agreement for reasons provided by law or in this Agreement. In the event of withdrawal from this Agreement, it terminates on the day of delivery of the written expression of will of the entitled party to the other party.
  5. A material breach of contractual obligation by the Principal is considered, in particular, if the Principal is in arrears with the payment of commission for more than 30 days.
  6. The Intermediary has materially breached the Agreement if they have breached any of the following obligations:
  7. breach of the obligation of confidentiality or protection of information and personal data under the provisions of this Agreement;
  8. gross breach of the Agreement or conduct not done in good faith or conduct contrary to the known interest of the Principal;
  9. breach of the good name and reputation of the Principal;
  10. breach of any of their contractual obligations under this Agreement in a less material way or failure to remedy the delay in such a breach if the Intermediary has already been previously notified in writing of its breach.

Delivery

  1. The parties agree that unless otherwise provided in this Agreement, written documents of the parties relating to this Agreement are delivered to the address stated in the header of this Agreement or to the current address registered in the relevant register and are considered delivered on the day of receipt by the addressee.
  2. The parties further agree that written documents of the parties are considered delivered even if they were returned to the sender, provided that the addressee's actions or omissions prevented delivery (i.e., if the addressee refused to accept the document, is unknown, or did not collect the document within the collection period). In all cases, the document is considered delivered on the expiry of the seventh (7th) day from the date of its dispatch, except for withdrawal from this Agreement, where in all cases withdrawal is considered delivered on the expiry of the third (3rd) day from the date of its dispatch. The effects of delivery occur even if the addressee did not learn of its content and delivery.

Severability Clause

  1. If any provision of this Agreement is or becomes invalid, unlawful, or unenforceable in any respect, such provision shall be deemed severed from the remaining provisions without affecting the validity, legality, or enforceability of the remaining provisions of this Agreement. If such invalidity, illegality, or unenforceability affects the rights and/or obligations of the parties, the parties shall use reasonable efforts to replace such invalid, unlawful, or unenforceable provision with a valid, lawful, and enforceable provision that best reflects the intent of the original provision and this Agreement.

Final Provisions

  1. This Agreement becomes valid and effective on the day the electronic form of this Agreement is sent on the pulsawork.com website.
  2. This Agreement may be supplemented or amended exclusively by written amendments to this Agreement signed by both parties.
  3. Unless this Agreement resolves all rights and obligations of the parties and unless otherwise stated in the Agreement, the parties are governed by generally binding legal regulations, in particular the relevant provisions of the Commercial Code.
  4. All disputes arising from this Agreement, including disputes about its validity, interpretation, or cancellation, shall be resolved before the locally and materially competent general court of the Slovak Republic.
  5. This Agreement is concluded electronically via a form published on the Provider's platform and does not require the preparation of counterparts in paper form. The electronic version of the Agreement, confirmed by sending data via the form available on the Pulsawork platform, has the same legal force as a hand-signed agreement.
  6. The following are an integral part of this Agreement: a) Commission Schedule b) Non-Disclosure Agreement
  7. The parties declare that at the time of concluding this Agreement, they are not aware of any circumstances that would prevent or exclude the conclusion of this Agreement or that could be a serious obstacle to fulfilling the subject of this Agreement.
  8. The parties declare that their contractual freedom is not limited, this Agreement is concluded by mutual agreement of the parties, they conclude this Agreement freely, seriously, their expressions of will are certain, they do not act in distress or under conspicuously disadvantageous conditions, they have fully understood the content of this Agreement, agree with it, and as a sign thereof, they sign this Agreement by hand.