GENERAL TERMS AND CONDITIONS OF EVERUPTIVE SP. Z O.O. – HR consulting services

1. Scope

  1. These General Terms and Conditions of Agreements (GTCs) define the content of orders or cooperation agreements for the provision of consulting services in the field of HR (including analysis and optimization of HR processes, audits, consultations, trainings, consulting projects) concluded with Everuptive sp. z o.o. with its registered office in Cracow (address: ul. Fabryczna 1, 31-553 Cracow), entered in the Register of Entrepreneurs of the National Court Register under KRS number: 0000398401, NIP: 676-244-92-33, REGON: 122419948 (hereinafter: the “Company”).

  2. The Company and the Client may agree differently on the content of individual orders or contracts (Agreement or Order) by expressly excluding the application of individual provisions of the T&Cs.

  3. Whenever “Agreement” or “Order” is referred to in the T&Cs, it shall mean any agreement or order entered into with the Company in any form, the object of which is the provision of HR consulting services by the Company.

  4. The Company performs the Contract with the help of its employees and associates, and may use subcontractors. The provisions of the T&Cs shall then apply to such subcontractor accordingly.

  5. The Company undertakes to perform the obligations set forth in the Agreement with due professional diligence required of entities professionally engaged in HR consulting.

  6. The Company shall ensure that the persons appointed to execute the Agreement have the appropriate knowledge and qualifications.

2. Definitions

  1. The terms used in the T&Cs shall mean:

    Order – a document (e.g., an attachment to the Agreement) containing the detailed scope and form of cooperation in the provision of HR consulting services and the responsibility of a dedicated consultant or team.

3. Execution of the Agreement or Orders

  1. Within the framework of HR consulting cooperation, the Company delegates a consultant or a team of consultants (indicated in the Agreement or Purchase Order) to carry out the tasks specified therein.

  2. The Company undertakes to provide services in accordance with the agreed Scope and Schedule, if specified in the Agreement or Order.

  3. The customer undertakes to cooperate with the Company, in particular:

    a) provide the necessary information and documents required for the proper performance of consulting services,

    (b) designating contact persons for organizational and substantive matters,

    (c) timely responses and approvals (if required by the ongoing project).

  4. Delays on the part of the Client in submitting materials or information may result in postponement of completion dates, which will not be the basis for charging the Company with any penalties or claims.

  5. The Company reserves the right to use the Client’s name and logo in its reference materials (including on the website, social media) for the sole purpose of communicating the fact that consulting services have been provided.

  6. At the Company’s request, upon completion of a consulting project, the Client may provide recommendations or agree to prepare a business case study describing the cooperation.

4. Remuneration for the Company

  1. For the provision of HR consulting services to the Client, the Company is entitled to the remuneration specified in the Agreement or Order. It may take one of the forms:

    a) subscription (flat rate) fee – e.g., for a certain amount of time of a consultant / consulting team in a given accounting period,

    (b) project settlement – a fixed amount for the entire project,

    (c) hourly rate – remuneration dependent on the actual time worked, confirmed by hourly reports.

  2. The scope and rates for any additional activities, beyond those set forth in the Agreement or Purchase Order, shall be determined in each case by annex or written confirmation.

  3. VAT at the prevailing rate is added to each fee.

  4. Payment of remuneration shall be made within 7 days from the date of receipt by the Customer of a properly issued invoice, unless otherwise specified in the Agreement or Order.

  5. The Customer agrees to receive invoices in electronic form to the e-mail address indicated in the Agreement or Order.

  6. If payment is not made on time, the Company may:

    a) issue a demand for payment to the Client and charge an administrative fee of PLN 170,

    b) charge interest for late payment at the statutory rate,

    c) suspend the provision of services until the Client settles the amount due.

  7. Any changes in the amount of remuneration or the scope of services must be made in writing (including email), with confirmation by an authorized person on the Customer’s side. Such adjustment shall be an attachment to the original Order.

5. Duration and termination of the Agreement or of the Order

  1. The Agreement or Order is concluded for a specified period of time, as indicated in its content or in the Order.

  2. Either Party may terminate the Agreement or the Order with 1 month’s notice effective at the end of a calendar month, in writing (under penalty of nullity).

  3. In the event of termination of the Contract or Order, the Company shall have the right to complete the work that has been started (provided that it is reasonable in light of the schedule and arrangements with the Client) and receive payment for activities performed up to the expiration of the Contract or Order.

  4. For all services performed up to the date of termination of the Agreement or Order, the Company shall be entitled to the remuneration specified in the Agreement or Order.

6. Protection of personal data

  1. The parties declare that they are separate controllers of the personal data of persons authorized to represent them and of contact persons provided to each other in connection with the conclusion and execution of the Agreement or Order.

  2. Each Party agrees to process and secure personal data in accordance with data protection regulations (including RODO).

  3. Personal data will be processed by each Party solely for the purpose of proper execution of the Agreement or Order, identification and mutual contact.

  4. The Parties shall inform the persons whose data they share (e.g., employees, contact persons) of the fact that they are transferring data to the other Party, the purpose and scope of data collection, and the rights of such persons.

  5. If, as part of consulting services, the Company will have access to personal data of the Client’s employees (e.g., when auditing HR processes), the principles of processing and protection of such data will be separately regulated in the Agreement or in the data processing entrustment agreement, if required by law.

7. Non-compete clause

  1. The Client agrees that during the term of the Agreement/Order, as well as for 12 months after its termination, it will not employ or enter into any other form of cooperation (e.g., contract of mandate, employment agreement, B2B) with employees or associates of the Company who directly performed consulting services for the Client.

  2. In case of violation of the prohibition referred to above, the Company shall have the right to charge a contractual penalty in the amount of PLN 100,000 for each such violation. If the Company’s damage exceeds the amount of the contractual penalty, the Company may seek supplementary damages on general terms.

8. Final provisions

  1. The invalidity or ineffectiveness of any provision of the T&Cs (e.g., as a result of a change in the law) does not affect the validity of the remaining provisions. The invalid provision shall be replaced by the most similar solution that is in accordance with the law.

  2. The T&Cs are an integral part of the Agreement or Order. Any deviation from the T&Cs shall be expressly indicated in the Agreement or Order itself.

  3. In the event of any discrepancy between the Agreement/Order and the T&Cs, the provisions of the Agreement/Order shall prevail.

  4. The Company may amend these T&Cs at any time by publishing a new version on its website ( e.g., https://talentplace.pl). Amendments become effective 8 days after publication, unless a different date is specified in the new T&C.

  5. The version of the T&Cs in effect at the time of execution of the Agreement/Order (unless otherwise agreed by the Parties) shall apply to Agreements or Orders entered into prior to the entry into force of the amendments.

  6. The Agreement or Order and these T&Cs shall be governed by Polish law, and the provisions of the Civil Code and the Personal Data Protection Acts shall apply to matters not regulated herein.

  7. Any disputes arising out of the Agreement/Order, which the Parties fail to resolve amicably, shall be resolved by a common court of competent jurisdiction over the Company’s registered office.

  8. The Client is bound by the T&Cs if, prior to concluding the Contract or Order, he has received their content, including by indicating a link to a website from which he can download them.