GSC Consultant 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 customer and a supplier in provision of services for the customer´s clients, namely in the area of project management and operations management. For more information on the services provided by the customer go to: https://gqinterim.com/. The GSC form an integral part of a contract for provision of services concluded between the customer and the supplier.
1.2 Customer is the trading company GQsystems Czech s.r.o., Business ID: 090 14 985, with its registered office at Vaclava Klementa 1500, 293 01 Mlada Boleslav CZ, registered with the Commercial Register of the Municipal Court in Prague, section C, insertion No. 329031 (hereinafter referred to as the “Customer” and/or “GQS”).
1.3 Supplier is a legal entity or a natural person – entrepreneur providing its services to the
Customer (hereinafter referred to as the “Supplier”). The Supplier states that his/her intention is not to enter into an employment or any other legal relationship, that would lead to employment.
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 Customer and the Supplier hereinafter referred to as the “Contracting Parties”.
II. Contract conclusion
2.1 Contractual relationship between the Supplier and the Customer is based on the Customer´s purchase order together with a quotation and its confirmation by the Supplier.
2.2 Subject-matter of the contract is the Supplier´s undertaking to provide services pursuant to the Customer´s requirements specified in its purchase order confirmed by the Supplier and the Customer´s undertaking to pay the agreed price.
2.3 The Customer can submit the purchase order via e-mail or by phone using current contact details of the Supplier. Apart from the Customer´s information, the purchase order should also contain description and scope of the requested services. Quotation is usually a part of the purchase order. Submission of the purchase order is not considered a binding proposal to conclude a contract with the Supplier.
2.4 The Supplier confirms the purchase order in writing or via e-mail. As soon as the purchase order is confirmed by the Supplier, the said purchase order is binding on the Supplier and all undertakings and obligations are imposed on the Supplier. Binding quotation that differs from the Customer’s original quotation for the services requested might be a part of the confirmation of the purchase order. In such case, the contract is concluded upon the Customer`s confirmation of the Supplier`s quotation.
2.5 By confirming the purchase order, the Supplier confirms to have gotten acquainted with the GSC and to agree with the content hereof. The agreed terms of the provision of services can only be amended by express written agreement of both Contracting Parties.
III. Service provision
3.1 By concluding the contract, the Supplier undertakes to provide engineering and consulting services (hereinafter referred to as the “Services”) for GQS by performing the Services for a client of the company GQS specified in the purchase order (hereinafter referred to as the “Client”), according to the needs of the Client and GQS. The Customer will pay the Supplier the agreed remuneration for the Services provided.
3.2 The Supplier will perform the Services whose scope is specified in the confirmed purchase order. The Services will be provided by the Supplier in the time intervals specified in the confirmed purchase order.
3.3 The Supplier will perform the Services at a location specified in the confirmed purchase order.
3.4 GQS undertakes to create conditions suitable for proper performance of the Services for the Supplier at the Client´s location including a professional training on the location and the activities to be performed by the Supplier.
3.5 The Supplier undertakes to carry out the activities in person, duly, timely, while exerting professional care, to duly manage resources entrusted to it by GQS or by the Client, to protect GQS´s assets and those of the Client against damage, loss, destruction, theft, or misuse and to refrain from any such action that could damage GQS´s goodwill or the goodwill of the Client. In case the Supplier is a legal entity, it undertakes to carry out the activities exclusively through the natural person(s) to be explicitly mentioned in the Supplier’s confirmation of the purchase order. A change in the natural persons designated to carry out the activities under the contract requires the prior approval of GQS.
3.6 The Supplier is not authorized to conclude any contracts, perform legal acts and / or receive payments on behalf of GQS without prior special written authorization granted by GQS.
3.7 In performance of the Services, the Supplier will:
a) be available over the phone if an immediate consulting is needed;
b) submit a report on overall situation with the Client at least once a week. Filling out the temporal scope of provision of the Services is not considered the report on overall situation with the Client;
c) inform GQS on the temporal scope of provision of the Services by the 1st day of the month following the month in which the Services were provided, in a manner determined by the Customer.
3.8 The Supplier is liable for damage to the extent resulting from the Czech legal regulations. The Supplier is also liable for the damage it caused by breaching or neglecting obligations under the safety instructions at the Client´s workplaces. The Supplier declares to have been acquainted with these regulations and instructions upon confirmation of the purchase order.
3.9 The Supplier declares to hold liability insurance in the adequate amount corresponding to the type of the provision of the Services pursuant to the contract.
IV. Payment conditions, sanctions
4.1 Remuneration for provision of the Services is specified in the quotation which forms a part of the purchase order, resp. of the contract.
4.2 The Supplier will issue an invoice to GQS for each month of provision of the Services under the contract. All invoices issued by the Supplier are payable within 30 days from the day of their issue. GQS reserves the right to pay the invoice later depending on due provision of the information on the scope of provision of the Services by the Supplier, the reason for this being potential impossibility to properly calculate the remuneration (if the Supplier fails to fulfil its obligation to inform GQS on the temporal scope of provision of the Services by the 1st day of the month following the month in which the Services were provided).
4.3 If the Supplier cannot, for any reason, provide the Services within the time frame agreed in the confirmed purchase order, the remuneration will be calculated as an aliquot part. The time frame for provision of the Services only includes the time for which the Supplier actually performed the Services.
4.4 Reimbursement of expenses relating to provision of the Services by the Supplier is specified in the confirmed purchase order.
4.5 In the event of a material breach of obligations under the contract or the GSC on part of the Supplier, GQS is entitled to compensation of costs incurred by GQS in relation to the breach of the Supplier´s obligations, namely in relation to replacement of the Supplier for the Client. These costs are mainly the costs of training of the new Supplier or sanctions imposed by the Client due to termination of provision of the services by the Supplier, which GQS must bear.
4.6 In the event of a material breach of the Supplier´s obligations, GQS is entitled to a contractual fine in the amount of the average remuneration under the contract calculated based on previous invoices issued by the Supplier to GQS (however, in the minimum amount calculated as if the services were provided 8 hours a day) for each individual material breach. GQS may also claim the contractual fine in the same amount if damage is sustained due to breach of Art. 10.4 of the GSC or in the event of any intentional conduct of the Supplier against GQS or the Client. GQS´s claim to damages is thereby unaffected.
5.1 If the Supplier creates a work pursuant to Act No. 618/2003 Coll. Copyright Act in relation to the activity under the contract, whether as an author or co-author, GQS is an original holder of rights for the use of the work according to these GSC and the contract. Based on an exclusive and unlimited license, which is hereby granted by Supplier as author, GQS is entitled to exercise all proprietary rights over the work in its own name and on its own account and to transfer the said rights, resp. to assign the license whether in full or in part, to a third person, eventually to grant a sub-license.
5.2 The Contracting Parties agree that the Supplier´s remuneration for creation and use of the work pursuant to this article of the GSC is included in the remuneration under the contract. All the Supplier´s claims relating to creation of the work and its use by GQS are thereby satisfied. The Contracting Parties expressly agree that the Supplier shall not be entitled to any additional remuneration.
VI. Personal data protection
6.1 Personal data of the Supplier, or other persons concerned, are to be processed in accordance with the Customer´s conditions of personal data protection available on the Customer´s website in the personal data protection section.
VII. Confidentiality and confidential information
7.1 The Contracting Parties agreed that all facts, information, and data to be provided or received in provision of the Services for GQS and/or the Client, or in any connection with the Client, are deemed confidential, irrespective of the way they were provided (hereinafter referred to as the “Confidential Information”).
For the purposes of the contract and the GQS, the Confidential Information is namely the following:
all facts, information, background papers, documents, or any business, financial, operational, or other data, documents, materials, or information that GQS and/or the Client provided in any form and that are not publicly available, public knowledge nor were they disclosed by GQS, or the Client;
all business, production, operational, or technical information, presentations, plans, drafts, procedures, logo, name, brand visual design, know-how, research, data, computer programs, software, or documentation in any form, whether in tangible or oral form, business methods that are not publicly available, public knowledge nor were they disclosed by GQS, or the Client;
information on the circumstances of the Client, its products, customers, contractors, processes, and capacity.
7.2 The Contracting Parties will maintain confidentiality of the Confidential Information, protect it against disclosure, improper use, destruction, loss and theft and they vow to adopt reasonable technical and other measures to this end. The Supplier acknowledges that the Confidential Information has nature of trade secret pursuant to Section 17 et seq. of the Commercial Code.
7.3 The obligation to maintain confidentiality of the Confidential Information also applies after the end of the contract without limitations, as well as related rights and obligations of the Contracting Parties including claim to damages and a contractual fine.
7.4 The Supplier undertakes to maintain confidentiality of the Confidential Information mentioned in the GSC and the contract. The Supplier undertakes not to disclose any Confidential Information to any third person without prior written approval of GQS or the Client and not to use the Confidential Information for its own needs and personal goals. The Supplier is not authorized to provide to any third person the information on the place of performance of the Services and the Client without GQS´s written approval.
7.5 Disclosure of the Confidential Information pursuant to this article of the GSC to third parties may constitute a material breach of the GSC and the contract, entitling the Contracting Party to withdraw from the contract.
7.6 If any provision of this article of the GSC, mainly but not limited to the obligation to maintain confidentiality of the Confidential Information, is breached by the Supplier, the Supplier will pay GQS the contractual fine in the amount of EUR 10.000 (in words: ten thousand euros) for each individual breach of the obligation pursuant to this article of the GSC.
7.7 If GQS requests the Supplier in writing to pay the contractual fine pursuant to Art. VII (7.6) of the GSC, the Supplier will pay the contractual fine to GQS in full and on time according to the instructions provided in the request for payment of the contractual fine. GQS´s claim to damages in the amount exceeding the contractual fine remains unaffected by the payment thereof.
7.8 The Supplier agrees and acknowledges that, if GQS provides an e-mail account to the Supplier for professional use only, GQS may access this e-mail account at any time. The Supplier will enable GQS such access at any time. The Supplier also agrees with monitoring of e-mails in such e-mail account.
VIII. Delivery of notices
8.1 All documents are to be delivered to the Customer using the contact details provided in the GSC and the documents for the Supplier to the address provided in the confirmed purchase order (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). In such case, the notice is considered delivered on the day it was demonstrably sent.
IX. Non-compete obligation
9.1 The Supplier undertakes to refrain from conducting for its own benefit or the benefit of third persons including partner companies, companies linked in terms of assets or staff, otherwise
affiliated companies, or natural persons any activities that could be of competitive nature towards the objects of the activities of GQS as well as from facilitating business deals of GQS for other persons.
9.2 The Supplier may not, either on its own or through any third person, including partner companies, companies linked in terms of assets or staff, otherwise affiliated companies, or natural persons, conclude any contracts and business deals directly with the Client, facilitating business deals for the Client with other persons, participating on its business activities in any way, get employed by the Client, or let the Client facilitate employment for the Supplier for other person, without GQS´s prior written approval.
9.3 Restriction under this article of the GSC also applies for the period of 3 year after the end of the contract. If the non-compete obligation pursuant to this article is breached by the Supplier, the Supplier will pay to GQS the contractual fine in the amount of the average remuneration under the contract calculated based on previous invoices issued by the Supplier to GQS (however, in the minimum amount calculated as if the services were provided 8 hours a day) pursuant to the contract.
X. Term and termination of contract
10.1 The contract between the Contracting Parties is concluded for the period specified in the confirmed purchase order.
10.2 The contract may be ended:
a) by mutual agreement between the Contracting Parties,
b) by withdrawal on part of GQS in the event of a material breach of the contract or the GSC by the Supplier or in the event the Supplier declares that it will not provide the Services,
c) by withdrawal on part of the Supplier in the event of a material breach of the contract by GQS,
d) upon the Supplier´s inability to perform in the light of the Client´s declaration – in this case, the contract is automatically ended when the Client refuses the Services provided by the Supplier for any reason. From that moment on, the Supplier is no longer entitled to any remuneration except for the remuneration for the Services already provided.
10.3 A material breach of the GSC and the contract on part of the Supplier is namely failure to comply with an instruction given by the Client or GQS in relation to proper and timely provision of the Services, failure to meet the deadlines set by the Client or GQS, failure to comply with the Client´s instructions or those of GQS, breach of the obligation to inform GQS on the Services provided, failure to provide information on the temporal scope of provision of the Services in the respective month by the 1st day of the month following the month in which the Services were provided, intentional violation of the Client´s regulations, specifically, safety regulations.
10.4 The Supplier is obliged to take all measures necessary to prevent impending damage to GQS resulting from failure to complete the Services for the Client for any reason.
10.5 Any documents relating to termination of the contract are to be delivered as specified in 8.1 of the GSC. Termination of the contract is without prejudice to mutual settlement of obligations of the Contracting Parties resulting from performance under the contract prior to its termination.
XI. Final provisions
11.1 The GSC form an integral part of the contract concluded between the Customer and the Supplier 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 Customer reserves the right to unilaterally amend the GSC. If the GSC are amended, the contractual relationship between the Customer and the Supplier is governed by the version of the sales conditions valid at the time of confirmation of the respective purchase order by the Supplier.
11.4 All disputes arising between the Customer and the Supplier 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 Supplier 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.