GSC Client 01042022
General Sales Conditions of GQsystems Czech s.r.o.
I. General provisions
1.1 The General Sales Conditions (hereinafter referred to as the “GSC”) regulate rights and obligations between a provider and a client in provision of client support services, namely in the area of project management and operations management. For more information on the services provided by the supplier go to: https://gqinterim.com/. The GSC form an integral part of a contract for provision of services concluded between the provider and the client.
1.2 Service provider is the trading company GQsystems Czech s.r.o., with its registered office at Vaclava Klementa 1500, 293 01 Mlada Boleslav CZ, Business ID: 090 14 985, registered with the Commercial Register of Municipal Court in Prague, section C, insertion No. 329031 (hereinafter referred to as the “Provider”).
1.3 Client is a legal entity using the services of the Provider (hereinafter referred to as the
1.4 The Civil Code is Act No. 89/2012 Coll. Civil Code as amended (hereinafter referred to as the “Civil Code”).
1.5 The Provider and the Client hereinafter referred to as the “Contracting Parties”.
II. Contract conclusion
2.1 Contractual relationship between the Provider and the Client is based on the Client´s purchase order, its confirmation by the Provider sent together with a quotation, and a subsequent approval of the quotation by the Client.
2.2 Subject-matter of the contract is the Provider´s undertaking to provide services pursuant to the Client´s requirements specified in its purchase order confirmed by the Provider and the Client´s undertaking to pay the agreed price.
2.3 The purchase order can be submitted via e-mail or by phone using current contact details of the Provider. Apart from the Client´s information, the purchase order should also contain description and scope of the requested services. By submitting the purchase order, the Client confirms that the information it provided is true and accurate.
2.4 The Provider confirms the purchase order in writing or via e-mail. Until the purchase order is confirmed by the Provider, the said purchase order is not binding on the Provider and does not impose any undertakings nor obligations on the Provider.
2.5 The Provider´s quotation for the services requested is a part of the confirmation of the purchase order. The Client confirms the receipt of the quotation, or the summarized purchase order together with the quotation, via e-mail. In such case, the contract is concluded upon the Client´s approval of the quotation.
2.6 By submitting the purchase order, or approving the quotation, the Client confirms to have gotten acquainted with the GSC and to agree with the content hereof. The agreed terms of the service provision can only be amended by express written agreement of both Contracting Parties.
III. Service provision
3.1 The agreed services will be provided by one or several qualified persons facilitated by the Provider with required technical, language and management knowledge and skills (hereinafter referred to as the “Qualified Persons”).
3.2 The Qualified Person performs the services whose scope is specified in the purchase order and/or in the approved quotation. Services are provided by the Qualified Person in line with the time schedule specified in the purchase order and/or the approved quotation. The Client is not authorized to change the scope, nor the time schedule of the provided services specified in the purchase order and/or the approved quotation without the Provider´s approval, not even given the Qualified Person´s approval. Breach of this obligation may be considered a material breach of the contract and the GSC and entitles the Provider to withdraw from the contract as well as to claim damages.
3.3 The Provider will provide the services through the Qualified Person at a location specified in the purchase order and/or the approved quotation.
3.4 The Client is obliged to create safe working conditions for the Qualified Person to perform the agreed services, and to provide the Qualified Person with material equipment, tools, means, or other equipment required for the performance of the Qualified Person´s activities. Standard and common safety and IT equipment will be provided for the Qualified Person by the Provider. If the Client requires special equipment, this will be provided by the Client at its own costs.
3.5 If the Client fails to meet the obligations specified in 3.4 of this article and the Qualified Person arrives at the location where the services are to be performed, however, is unable to perform the activities within the scope agreed in the contract, the Client is still obliged to pay the agreed remuneration in full according to the approved quotation, in the amount as if the services were provided by the Qualified Person within the standard scope pursuant to the contract. In such case, the Client is also obliged to reimburse all the costs related to the unexpected departure of the Qualified Person from the location where the agreed services were supposed to, however, could not be performed. Reimbursement of the said costs is without prejudice to the Provider´s claim to damages.
IV. Payment conditions
4.1 Provision of the services will be remunerated in accordance with the approved quotation. Unless agreed otherwise, the remuneration for the service provision can be paid in two ways:
a) remuneration based on daily rate;
• Remuneration based on daily rate as well as its scope will be further specified in the approved quotation;
b) remuneration based on hourly rate;
• In this case, the remuneration is calculated according to the hours worked. If the services are provided at night, during weekends and holidays, the Provider is entitled to additional remuneration specified in the approved quotation.
4.2 The Provider will issue an invoice to the Client for each month of the service provision by the Qualified Person according to the remuneration specified in the approved quotation. All invoices issued by the Provider are payable within 30 days from the day of their issue.
4.3 The Provider will invoice services and equipment that the Qualified Person needs to conduct its activities, which are provided by the Provider, to the Client as a separate item on the invoice issued according to 4.2 of the GSC.
4.4 The Provider may claim interest on any late payment in the amount of 0,5% of the sum owed for each day of the delay.
V. Rights and obligations of the Contracting Parties
5.1 Before the Qualified Person begins its activity, the Client is obliged to provide professional training about the location and the activity that the Qualified Person is to perform of at least 40 hours, unless the Contracting Parties agree otherwise. Part of the training will be a basic description of the process and individual products relating to the performance of the Qualified Person´s activities as well as a professional safety and health training pursuant to the respective legal regulations. Costs of education and training pursuant to this article are fully borne by the Client.
5.2 The Contracting Parties undertake to cooperate closely and to provide each other with all the information required for proper and timely performance of their obligations under the contract or the GSC. They also agree to resolve all disputes or disagreements arising in connection with the contract or the GSC primarily by way of agreement.
5.3 If the Qualified Person is not able to provide services pursuant to the contract concluded due to obstacles on part of the Qualified Person or the Provider, or, if performance of the Qualified Person´s activity ends prior to the expiration of the term for which the Qualified Person was assigned to the Client, the Provider will replace such Qualified Person by a new Qualified Person as soon as possible.
5.4 In the event of any replacement of the Qualified Person currently providing the services based on the contract, the Client acknowledges that terms and conditions of the service provision must not be identical with those agreed for the provision of the service by the currently assigned Qualified Person, namely as regards the amount and manner of the remuneration.
5.5 The Client acknowledges that the Provider is not liable for any errancy of the Qualified Person in the provision of the services based on the contract concluded.
VI. Personal data protection
6.1 Personal data of the Client, or other persons concerned, are to be processed in accordance with the Provider´s conditions of personal data protection available on the Provider´s website in the personal data protection section.
VII. Confidentiality and confidential information
7.1 The Contracting Parties agree that all facts, information, and data on natural persons are to be considered confidential information by the Contracting Parties (hereinafter referred to as the “Confidential Information”) and they will maintain confidentiality thereof, unless a legal regulation or a written agreement of the Contracting Parties provides otherwise. Information publicly known at the time of conclusion of the contract or information that became publicly known following the conclusion of the contract will not be considered the Confidential Information.
7.2 The Contracting Parties are obliged to keep confidential all the information they exchange that is not publicly known; this information is trade secret.
7.3 The obligation of confidentiality also applies after the end of the Contract duration without limitations.
7.4 Disclosure of information pursuant to this article to third parties may be considered a material breach of the contract and the GSC, entitling the Contracting Party to withdraw from the contract. In this case, the third party is the Qualified Person to whom the Client is not authorized to provide any information on the relations between the Client and the Provider without the Provider´s approval, namely on the relations under the contract concluded.
VIII. Delivery of notices
8.1 All documents are to be delivered to the Provider using the contact details provided in the GSC and the documents for the Client to the address provided in the confirmed purchase order, or the approved quotation (unless the other Contracting Party is informed of another address in writing/electronically). If the other Contracting Party refuses to collect the consignment or does not collect it within the collection deadline, the day of the refusal or the last day of the collection deadline is considered the day of the consignment delivery. The day of the consignment delivery also means the day the consignment is returned as undelivered to the recipient due to the recipient´s absence at the given address even though the address was correct and in accordance with the GSC.
8.2 With electronic delivery, notices are delivered to the e-mail addresses used in mutual electronic communication (namely the addresses provided in the confirmed purchase order, or the approved quotation). In such case, the notice is considered delivered on the day it was demonstrably sent.
IX. Non-compete obligation
9.1 The Client must refrain from concluding any contracts and business deals with the Qualified Person, facilitating business deals for the Qualified Person with other persons, participating on the Qualified Person´s business activities in any way, employing the Qualified Person, or facilitating employment for the Qualified Person for other person, without the Provider´s written approval. The Client may not work with the Qualified Person in any way without the Provider´s written approval, not even through any other person.
9.2 Restriction under 9.1 of the GSC also applies 1 year after the end of the contract.
9.3 If the Client breaches the non-compete obligation pursuant to this article of the GSC, the Client will pay the contractual fine to the Provider in the amount corresponding to the remuneration for 3 months of the service provision pursuant to the contract, unless the Contracting Parties agree otherwise. In such case, the remuneration is considered as if, at that time, the services were provided by the Qualified Person within the standard scope pursuant to the contract wherein the Client breached the non-compete obligation.
X. Term and termination of contract
10.1 The contract is concluded for an indefinite period, unless the Contracting Parties agree otherwise in writing.
10.2 The contract may be ended:
a) upon expiration of the agreed term of the contract (unless the parties prolong the term of the contract),
b) by mutual agreement between the Contracting Parties,
c) by termination by notice given by the Contracting Parties with the notice period of two
(2) months that begins to run on the 1st day of the month following the month when the notice of termination was delivered to the other Contracting Party. The termination by notice must be made in writing and it is without prejudice to mutual settlement of obligations of the Contracting Parties under the contract prior to its termination by notice,
d) by withdrawal of either Contracting Party effective immediately – the withdrawing Contracting Party is then obliged to pay the penalty in the amount of EUR 10.000 (unless there are grounds under let. e) or f) below),
e) by withdrawal on part of the Provider in the event the Client breaches the contract and the GSC,
f) by withdrawal on part of the Client in the event the Provider breaches the contract.
10.3 The activities of the Qualified Person may be ended:
a) by mutual agreement between the Contracting Parties,
b) upon expiration of the agreed period, if the Qualified Person was to perform its activities only for the specific amount of time according to the approved quotation,
c) by complying with the Client´s request for a change of the Qualified Person – the Client is entitled to request the Provider to change the Qualified Person providing the services. The request for change must be duly justified and it is up to the Provider to determine whether the change is legitimate. If it is proved that there is no reason for the change of the Qualified Person, the Client must accept provision of the services by the said Qualified Person,
d) by the decision of the Provider due to breach of the Qualified Person´s obligations,
e) by termination by notice given by either Contracting Party in connection with the Qualified Person with the notice period as specified in the approved quotation. The notice period begins to run on the 1st day of the month following the month when the notice of termination was delivered to the other Contracting Party,
f) by termination of the Qualified Person´s activity – if a new quotation was approved within the contract with a new Qualified Person, however, the Client wishes to end cooperation with this new Qualified Person prior to this Qualified Person´s arrival at the location where the services are to be performed, the Client is obliged to pay the penalty in the amount of EUR 10.000.
10.4 Termination of the Qualified Person´s activity is without prejudice to the other
arrangements in the contract or the validity of the contract.
10.5 Reason for any withdrawal under the contract or the reason behind the Client´s request for replacement of the Qualified Person must be duly demonstrated by the Client. One-time disruption to the agreed mode of the provision of services, unintentional incorrect assessment or bad decision in any professional matter, accidental damage to the Client´s property, and similar, are not considered a reason for terminating the cooperation with the specific Qualified Person. If the request for change of the Qualified Person in the provision of services is duly justified, the Client is obliged to accept the activity of the currently assigned Qualified Person until the Provider provides a replacement. The said does not apply, if the Qualified Person acts with the intention to damage the Client or disrupt its activities. In any case, the Provider will procure a replacement for the Qualified Person as soon as possible.
10.6 Any documents relating to termination of the contract or the Qualified Person´s
activity are to be delivered as specified in 8.1 of the GSC.
XI. Final provisions
11.1 The GSC form an integral part of the contract concluded between the Provider and the Client pursuant to Art. II of the GSC. If any of the provisions of the contract is held to be in conflict with the GSC, the contractual provision prevails.
11.2 The GSC and relations hereunder shall be governed by the laws of the Czech Republic, namely the Civil Code.
11.3 The Provider reserves the right to unilaterally amend the GSC. If the GSC are amended, the contractual relationship between the Provider and the Client is governed by the version of the sales conditions valid at the time of submission of the respective purchase order by the Client and the said version is available on the Provider´s website.
11.4 All disputes arising between the Provider and the Client based on legal relations related to the GSC will be resolved locally by the competent courts of the Czech Republic.
11.5 If any provision of the GSC is held to be invalid or ineffective, validity and effect of the remaining provisions of the GSC are thereby unaffected.
11.6 The Client declares that its decision to be bound by the GSC is an expression of its free and solemn will, that its contractual freedom is not restricted, that its will is not expressed under unfavourable terms nor in distress and that it read the GSC and understood the content and wording hereof.
The GSC come into effect on 1st of April 2022.