Agreement on Obtaining and Providing Contact Details

17/07/2025

concluded pursuant to § 269 para. 2 and § 652 et seq. of Act No. 513/1991 Coll. Commercial Code as amended between the contracting parties

Article I. Purpose of the Agreement

The purpose of the cooperation between the Service Recipient and the Referrer is to obtain and provide the contact details of a client or potential client to the Service Recipient for the purpose of concluding a contract for the provision of services by the Service Recipient, the subject of which will be the Service Recipient's obligation as a contractor for the client.

Article II. Subject of the Agreement

2.1. The subject of this Agreement on Obtaining and Providing Contact Details (hereinafter referred to as the "Agreement") is in particular the Referrer's obligation to find and provide the Service Recipient with contact details of potential clients, who are legal entities or natural persons – entrepreneurs, to the extent specified in point 3.1(a) of the Agreement and under the conditions set out in the Agreement. The Referrer undertakes to find such a client for whom there is no apparent concern that they would be unable to fulfill their obligations. The Referrer will always perform this activity with regard to the interests of the Service Recipient known to them, but always in accordance with legal regulations. The subject of this Agreement is not the provision of contact details of data subjects within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 ("GDPR"), but the provision of data of legal entities or entrepreneurs for the purpose of offering a product intended exclusively for entrepreneurs.

2.2. In fulfilling the agreed subject of this Agreement, the Referrer may not perform more extensive or other activities related to the subject of this Agreement except for the simple finding and provision of the client's contact details.

2.3. The conditions for entitlement to commission and the amount of commissions are agreed in the Commission Schedule.

2.4. The Service Recipient is entitled to continuously check compliance with this Agreement and with generally binding legal regulations.

2.5. The Referrer is not authorized to make any legal acts on behalf of the Service Recipient towards third parties or other activities (especially, but not only, towards clients); the obtaining of contact details under the Agreement is performed in their own name and at their own responsibility.

2.6. The Referrer is authorized to perform the activity referred to in point 2.1 of this Article throughout the territory of the Slovak Republic. The Referrer is authorized to perform the agreed subject themselves or through authorized third parties, but is always liable to the Service Recipient as if acting themselves.

Article III. Rights and Obligations of the Parties

3.1. Rights and obligations of the Referrer: a) The Referrer undertakes in particular to find and provide information about a potential client, record their contact details to the extent that, in the case of a legal entity, includes name, registered office, identification number (if assigned), telephone number, and email address, or in the case of a natural person entrepreneur, first name, surname, business name, place of business, registration details, telephone number, and email address. b) The Referrer is obliged to act honestly, responsibly, with dignity, and ethically when communicating with the client. c) The Referrer is obliged, when providing their services, to actively promote the good name and reputation of the Service Recipient and always ensure that their good name is protected. d) The Referrer undertakes to provide contact details only of those clients for whom it is not apparent, even without further assessment, that they will be unable to fulfill their obligations under service contracts. e) The Referrer undertakes not to collect any financial payments from those interested in the Product on behalf of or for the account of the Service Recipient. If the Referrer charges the client a fee for using their services in violation of legal regulations, the Service Recipient considers this a gross breach of the Agreement and reserves the right to withdraw from the Agreement with immediate effect under point 8.2. f) The Referrer is obliged to maintain confidentiality and secrecy, especially regarding all facts or information that become known to them in the course of or in connection with this Agreement, directly or indirectly relating to the Service Recipient or clients whose contact details are provided to the Service Recipient. g) The Referrer is obliged, within the period specified by the Service Recipient, to notify and provide the Service Recipient at any time upon request, also in writing, with all their identification data and other necessary information about themselves. The Referrer is obliged to inform the Service Recipient of any changes to data relating directly or indirectly to themselves and connected with the establishment or duration of this contractual relationship, no later than 15 days from the date they became aware of such facts (unless otherwise provided in this Agreement). h) The Referrer is obliged at any time upon request to deliver to the Service Recipient in writing or by secure electronic means (e.g., password-protected email attachment) an up-to-date list of persons who are their employees or in a similar legal or business relationship and whom the Referrer authorizes to perform activities agreed in the subject of this Agreement (hereinafter referred to as the "List of Authorized Persons"), stating at least name, surname, date of birth, and contact – telephone number or email. The same applies to the provision of data on any individual authorized person if requested by the Service Recipient. Before providing data under this provision, the Referrer undertakes to provide all information to the data subjects as required by Article 13 or 14 of the GDPR. If the Referrer learns that such an authorized person has acted or may have acted contrary to the known interests of the Service Recipient, or if there is a risk of such conduct, the Referrer undertakes to immediately inform the Service Recipient. i) The Referrer is obliged to allow the Service Recipient continuous control of compliance with their obligations and generally binding legal regulations arising from the subject of this Agreement.

3.2. Rights and obligations of the Service Recipient: a) The Service Recipient has the right not to accept the performance of the subject of this Agreement by a particular person authorized by the Referrer, especially if the Service Recipient has reasonable suspicion that such a person has breached any of the obligations set out in the Agreement and may also exercise the right to withdraw from this Agreement. The Service Recipient has the right to proceed similarly if such a person has breached any obligations arising from other contracts with the Service Recipient or if acceptance of such a person could otherwise be contrary to the legitimate interests of the Service Recipient. The Service Recipient undertakes to inform the Referrer of this in writing or electronically without delay. Upon rejection, the authorized person may no longer perform activities under this Agreement. b) The Service Recipient is entitled, for the purpose of checking proper performance and compliance with obligations under this Agreement by the Referrer, to contact the client and request their opinion on the Referrer's activities.

Article IV. Commission and Method of Payment

4.1. The Referrer is entitled to payment of commission only if they have duly performed the activity referred to in point 2.1 of this Agreement and have duly demonstrated the performance as agreed in point 2.1.

4.2. The Referrer is entitled to payment of commission only after fulfilling the conditions set out in the Commission Schedule, and in the amount specified therein.

4.3. The Service Recipient is not obliged to pay commissions and the Referrer is obliged to return already paid commissions or parts thereof in cases agreed in the Commission Schedule. The Referrer's obligation to return already paid commissions continues even after the termination of this Agreement.

4.4. The Service Recipient 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 Service Recipient then undertakes to send this List of Products to the Referrer by the 15th day of the following calendar month after the end of the 3-month monitoring period. For this purpose, the Referrer will ensure that each potential client signs a consent.

4.5. The Referrer undertakes to issue an invoice to the Service Recipient 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 Service Recipient. If the Referrer changes the account number for payment of commissions, they are obliged to inform the Service Recipient of this change without delay, not only by changing the details on the invoice. If the Service Recipient is entitled to a commission cancellation or part thereof, or if the Service Recipient 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.

4.6. The Referrer is obliged to check the received List of Products. If the Referrer finds discrepancies in the List of Products with which they disagree, they are entitled to complain in writing to the Service Recipient no later than 30 days after receipt. The Service Recipient will address the complaint. Complaints that the Service Recipient recognizes as justified will be included in the List of Products for the next calendar month in which the complaint was recognized as justified.

4.7. If the Referrer becomes a VAT payer during the following period, the prices of fees and commissions will be considered as prices including VAT. If the Referrer is a VAT payer, the prices of fees and commissions are considered as prices including VAT.

4.8. If this Agreement is terminated for reasons specified in point 8.2., the Service Recipient is not obliged to pay commissions for activities performed in those transactions where the Referrer's obligations were breached. In such cases, the Referrer is not entitled to payment of commissions. However, the Service Recipient's possible claim for damages remains and may also claim a contractual penalty.

Article V. Other Provisions

5.1. In particular, for the purpose of communication between the Service Recipient and the Referrer, the following addresses, contact persons, and telephone numbers have been established, as defined in the List of Contact Persons. The parties agree that the above-mentioned contact person on the Referrer's side, as well as the Referrer's statutory representatives, are authorized to change the List of Authorized Persons.

5.2. Unless otherwise agreed directly in this Agreement or later in writing, all notifications or expressions of will with legal effects, which must be mutually delivered under this Agreement, will be delivered in writing, either personally, by post, or by authorized courier service that allows verification of delivery. Documents sent by the Service Recipient by post are considered delivered on the third day after being sent to the Referrer's last known address specified in point 5.1., unless earlier delivery is proven. Such written form and delivery are not required for other notifications or information exchanges not agreed in this Agreement, e.g., routine matters. In case of a change of contact addresses, each party is obliged to notify the other party of this change without delay and in writing.

5.3. Invoices will be sent by post to the company's address or electronically to the address defined in the List of Contact Persons. The due date of the invoice is 30 days from its delivery to the Service Recipient. The invoice must meet all the requirements of a tax document under the relevant legal regulations. If the invoice does not contain the required details, the Service Recipient is entitled to return it within its due date to the supplier, stating the missing details or incorrect data. In such a case, the due date stops running and a new due date starts upon delivery of the corrected invoice to the Service Recipient. The contractual partner acknowledges that in this case, they are not entitled to late payment interest or any other penalty.

Article VI. Personal Data Protection

5.1. The subject of this Agreement is not the provision of contact details of data subjects within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 ("GDPR"), but the provision of data of legal entities or entrepreneurs for the purpose of offering a product intended exclusively for entrepreneurs.

Article VII. Liability

7.1. The obligation of confidentiality and secrecy under this Agreement (especially confidentiality about all facts learned by the Referrer during their work, especially about the Service Recipient'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 Article VI, continues and binds the Referrer even after the termination of this Agreement, without time limitation. The Referrer is also obliged to maintain confidentiality about all facts whose disclosure could damage the good name and reputation of the Service Recipient or cause them material or non-material harm.

7.2. The Service Recipient has the right to claim a contractual penalty from the Referrer 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 Service Recipient acquires the right to withdraw from the Agreement, or b) in the event of repeated breach of any obligation of the Referrer, if the Referrer has already been previously notified in writing of its breach.

7.3. The Referrer is obliged to compensate the Service Recipient for all damages in cases where the Service Recipient has reasonable suspicion that the Referrer 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 Service Recipient.

7.4. 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 Referrer, 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.

7.5. 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.

Article VIII. Final Provisions

8.1. This Agreement is concluded for an indefinite period from the date of signature by both parties.

8.2. The Service Recipient reserves the right to withdraw from the Agreement with immediate effect from the date of delivery of the notice of withdrawal if the Referrer breaches a material contractual obligation. In particular, the Service Recipient is entitled to withdraw if they have reasonable suspicion that the Referrer has breached any of the following obligations: - breach of the obligation under point 3.1(e) - breach of the obligation of confidentiality or protection of information and personal data under Article V; - gross breach of the Agreement or conduct not done in good faith or conduct contrary to the known interest of the Service Recipient; - breach of the good name and reputation of the Service Recipient; - 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 Referrer has already been previously notified in writing of its breach;

8.3. Either party may terminate this Agreement at any time in writing without giving a reason. The notice period is one month. The notice period begins on the first day of the calendar month following the month in which the notice was delivered to the other party. During the notice period, the Referrer is no longer entitled to obtain and provide contact details of clients unless otherwise agreed with the Service Recipient for a specific case. Regardless of the notice period, the agreement always terminates upon the expiry of the period for which it was concluded.

8.4. Any changes and amendments to the text of the Agreement may only be made in the form of written amendments signed by authorized persons of both parties.

8.5. This Agreement is drawn up in counterparts, with the Service Recipient receiving 1 counterpart and the Referrer receiving 1 counterpart after signing.

8.6. This Agreement becomes valid and effective on the date of signature by both parties.

8.7. The parties declare that they have read the content of this Agreement, have agreed on its content in all points, and conclude the Agreement on the basis of their true and free will and, as evidence of their agreement with the provisions of this Agreement, affix their signatures.

8.8. The Referrer declares that they are authorized to perform the activity of a Referrer and that by performing this activity they will not violate any provision of generally binding regulations governing business, and that they duly fulfill their tax and other obligations imposed by generally binding regulations.

8.9. Commission Schedule

8.10. Consent to the provision of data that are trade secrets

8.11. List of contact persons