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Framework Service Agreement

17/07/2025

concluded pursuant to § 269 para. 2 of the Commercial Code No. 513/1991 Coll. as amended, between

  1. Client – A legal entity or entrepreneur who orders services via the Pulsawork platform. The Client undertakes to use the platform at their own risk. For the purposes of this Agreement, the terms “Client”, “Employer”, “Customer”, and “Orderer” are used interchangeably to refer to the same party, unless the context indicates otherwise. The Client may place orders in the Pulsawork ecosystem directly with the Contractor via the platform.

  2. Contractor – The party to this Agreement who undertakes to provide professional services under this agreement.

Article I. Introductory Provisions

  1. The Contractor undertakes to ensure the functionality of the services and applications specified in the Order (hereinafter referred to as the “Services”) for the Client, and the Client undertakes to pay the Contractor for such provision.

Article II. Service, Service Packages, and Price

  1. The parties agree that in the case of providing Services beyond the selected package specified in the Order, the price for the work will be determined as the product of the number of required man-hours for the realization of this service defined in the order plus VAT per man-hour. The Contractor has the right in subsequent years to increase the agreed fee by the latest published year-on-year inflation rate announced by the Statistical Office of the Slovak Republic.

  2. The parties agree that in the case of using the monthly package service “Regular Care”, the Client will be charged a reduced rate according to the coefficient from the selected package, with the base price of the package stated in the order. The Contractor has the right in subsequent years to increase the agreed fee by the latest published year-on-year inflation rate announced by the Statistical Office of the Slovak Republic.

  3. The Client may choose from selected prepaid monthly service packages according to the current price list and the Contractor’s offer. The Client must state the package name in the order, based on which regular monthly invoicing will occur according to the selected package.

  4. The parties agree that if the “Regular Care” service is not ordered, the Contractor will not apply the preferential rate coefficient according to point 3 in the event of an order by the Client and will apply the basic agreed rate specified according to Article II, point 1.

  5. The parties agree that if the Client does not use the total number of prepaid hours, the difference for that month will not be refunded nor carried over to the next month.

Article III. Payment Terms

  1. The price for fulfilling the subject of the agreement is stated in the order excluding VAT. VAT will be added to this price according to applicable legal regulations.

  2. The price is agreed as fixed. It may only be changed by a written amendment to this agreement or to the order.

  3. The price will be paid to the Contractor based on tax documents (invoices) issued and delivered by the Contractor. The invoice must comply with the agreement, the agreed performance, and legal regulations.

  4. The Contractor will issue an invoice always on the last day of the calendar month for the following calendar month.

  5. The Client is entitled to return the invoice to the Contractor for revision, is entitled to withhold payment, and is not in default of payment of the relevant invoice (the due date does not run) if the Contractor has not followed the specified procedure, requirements for issuing the invoice, the invoicing is not justified, or if the invoice does not contain the agreed requirements or attachments. The invoice is delivered to the Client’s registered office in person against signature, by registered mail, or electronically.

  6. The due date of a duly issued invoice by the Contractor is 7 days from its delivery to the Client, unless the order specifies otherwise. In case of the Client’s delay in paying a duly issued invoice, the parties have agreed on a late payment interest of 0.02% of the agreed price for each day of delay.

Article IV. Rights and Obligations of the Parties

  1. When providing the Services, the Contractor is obliged, according to the conditions and specifications stated in the order, in particular to: a) act with the necessary professional care in fulfilling the subject of this agreement, familiarize themselves with the Client’s requirements, and take into account the legitimate interests and requirements of the Client, b) allocate the necessary capacities for fulfilling the subject of this agreement and ensure their readiness for performance, c) require from the Client the agreed and necessary defined cooperation. For this purpose, a contact person must be designated who is authorized to request this from the Client, d) provide the Client with cooperation and consultations.

  2. The Client undertakes to provide the Contractor with the necessary cooperation to fulfill this agreement.

Article V. Special Provisions on Confidentiality

  1. The Contractor undertakes to maintain confidentiality about confidential information and information constituting the Client’s trade secrets, which they learn in connection with the performance of this agreement. Confidential information includes, in particular, information about the Client’s activities, prices of their goods and services, business partners, economic indicators, and other data, etc. Sensitive and confidential information also includes personal data contained in the Client’s information systems. The Contractor is obliged to contractually ensure that the obligation of confidentiality and protection of trade secrets and confidential information is also contractually established with their contractual partners and persons who will have access to such information. The Contractor undertakes not to disclose, make available to third parties, and will store and protect confidential information at their secure and properly protected premises. In the case of data/confidential information provided/made available electronically, the Contractor will archive it only temporarily and so that it can be permanently deleted from the archival, documentary, or other similar data and document management system. In the case of physically handed over confidential information, they will act so that it can be returned to the Client in full and that all copies of documents are permanently destroyed. Within 5 days after the Client’s request, the Contractor will ensure the permanent deletion of data with confidential information (which cannot be returned) and within the same period will return all materials with confidential information to the Client. The Contractor is obliged within the stated 5-day period to deliver to the Client a statement that all confidential information of the Client has been permanently deleted from the Contractor’s and their partners’ electronic systems, and that all received documents with confidential information of the Client are ready to be returned to the Client. The Contractor undertakes not to disclose, disseminate, publish, or make confidential information available to third parties and not to use it in an unauthorized manner. The above requirement for deletion does not apply to solution code and documentation that is created and taken over by the Client during the performance of this agreement.

  2. Information that, on the day of signing this agreement, is publicly known or could be obtained from commonly available sources, or becomes publicly known after the signing of this agreement other than as a result of a breach of obligation by a party to this agreement, or was obtained by a party in accordance with the law and not on a confidential basis under this agreement, or was acquired from a third party who was fully authorized to make it available on a non-confidential basis, will not be considered confidential information.

  3. The Contractor is obliged to ensure that confidentiality as per points 1 and 2 of this article is also observed by all their employees and other persons who may come into contact with confidential and stated information.

  4. In case of breach of the confidentiality obligation by the provider, the Client is entitled to compensation for damages in accordance with § 271 with reference to § 373 et seq. of the Commercial Code.

Article VI. Incident Reporting

  1. The Client undertakes to report incidents to the email address support@pulsawork.com, or via the electronic form on the PULSAWORK platform called Bug Tracker.
  2. The Contractor is obliged to ensure that the delivery and reading of the Client’s email message is confirmed by the Contractor by a reply email (“we confirm receipt and reading of the email from the email address on the pulsawork.com domain”). The Contractor is obliged to start providing the appropriate actions to provide the Service and continue until the incident is fully resolved, unless the Client decides otherwise.
  3. The Contractor is obliged to provide consultations to individual users continuously during regular working hours, i.e., from 9 a.m. to 5 p.m. on working days.
  4. The Contractor assigns priorities to reported incidents based on the following criteria and resolves them within the specified time:
Priority Code Priority Description Response Time
1 High Main functions are unavailable and the incident prevents the provision of services. The incident has stopped the Partner’s processes and there is no workaround. The incident seriously disrupts security requirements or prevents required logging and monitoring.
• API Gateway not working
• Security incident
• Webhook not working		 12 hours / 1.5 business days
2 Medium The incident has a serious impact on service provision but does not mean complete API failure. The incident causes reduced API functionality. There is a way to work around the problem, but it results in financial loss for the Partner, or requires significant manual effort manageable with existing resources, or means high risk. Main application functions continue to work.
• Delayed API response
• Incorrect data		 36 hours / 3 business days
3 Low Minor incident that does not significantly affect service provision and is generally tolerable (cosmetic error). There is a way to work around the problem and it does not result in financial loss for the Partner. Next Release
  1. The Contractor is not liable to the Client for damage caused by activity or harmful intervention in the Client’s existing information systems, loss or damage to data, etc.

Article X. Termination of the Agreement

  1. This agreement is concluded for an indefinite period.

  2. The order is concluded for a period of one year, unless otherwise stated in the order. The order is automatically extended for one year unless either party delivers written notice to the other party at least 30 days before its expiration that it does not wish to continue the order.

  3. This agreement may be terminated by written agreement of both parties.

  4. The Contractor is entitled to withdraw from this agreement or from a specific order at their discretion due to a breach of obligation by the Client if: a) the Client is in default with payment of a duly invoiced price for more than 30 calendar days. b) despite a written request, the Client repeatedly and for more than 30 calendar days fails to provide the agreed, justified, and necessary cooperation. The Contractor is entitled to unilaterally withdraw from this agreement as above only if the Client (or their statutory representative) has been notified in writing of the delay exceeding 30 days, the possibility of terminating the contractual relationship, and if the Client has not remedied the situation within an additional 7 days from the delivery of the Contractor’s written notice.

  5. The Client is entitled to withdraw from this agreement: a) if the Contractor is in default with proper provision of the Service for more than 30 calendar days. b) if the Contractor is more than 30 days late in fulfilling their legal or contractual obligation despite the Client’s duly provided cooperation within the agreed time frame. The duration of the Client’s delay in providing necessary cooperation is not included in this period. c) in other cases specified in the agreement, order, or by law.

  6. Withdrawal from the agreement must state the reason for withdrawal. For written delivery of withdrawal from the agreement, the delivery conditions between the parties apply analogously as in the Civil Procedure Code effective on the date of signing this agreement. The consignment is considered delivered even if the addressee refuses to accept it, or if the addressee, by their own fault or omission, does not accept it. In such a case, it is considered delivered upon the expiry of the storage period at the post office as determined by the sender and the return of the consignment to the sender, for which the sender must provide undamaged proof. Notices delivered by courier service (especially DHL, UPS, GLS, DPD) will be considered delivered at the moment of receipt by the party. In case of unsuccessful delivery by courier, the moment of delivery is considered to be the third day after the first delivery attempt, with the attempt being evidenced by a statement from the courier service.

  7. In the event of withdrawal from the agreement by either party or cancellation of the agreement, the right of the party who withdrew from the agreement to agreed contractual penalties and compensation for all damages caused is not affected. The right to contractual penalty and the right to compensation for damages are always enforceable alongside each other.

  8. Upon termination of the agreement, the Contractor is obliged to immediately hand over to the Client all items, outputs, and documents (including codes) acquired or prepared by the Contractor in connection with the performance under the agreement.

  9. The Contractor is not entitled to suspend work, refuse performance, or withhold items, documents of the Client or third parties in the event of any disputes between the parties. Similarly, the Client is not entitled to suspend the provision of cooperation.

Article XI. Final Provisions

  1. This agreement becomes valid and effective on the day the electronic form for this agreement placed on the Pulsawork website is sent.

  2. This Agreement is concluded electronically via a form published on the Contractor’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.

  3. The order is an integral part of this agreement.

  4. Legal relations between the parties not regulated in this agreement are subsidiarily governed by the valid legal norms of the Slovak Republic, in particular the Commercial Code and the Copyright Act (Act No. 185/2015 Coll.).

  5. The parties agree that in the event of different arrangements stated in the agreement and in the order, the order always takes precedence.

  6. If it is proven that any provision of this agreement or order is invalid or ineffective, such invalidity or ineffectiveness does not result in the invalidity or ineffectiveness of other provisions of the agreement or the agreement itself. In such a case, both parties undertake to immediately replace such invalid or ineffective provision with a new one so that the purpose pursued by the relevant invalid or ineffective provision at the time of its adoption or conclusion of this agreement is preserved.

  7. This agreement expresses the mutual will of the Client, who, after reading it, approves and confirms it by sending the form freely, seriously, and without error.

  8. Any changes or amendments to this agreement are possible only in writing with the consent of the parties, otherwise they are invalid.

  9. The contracting party declares that they have read this agreement, understand its content, and as a sign of agreement, send the electronic form, seriously and without error.