Terms and Conditions

Please note. A signed contract is not required to begin working with Pavadel. Approval of a proposal, confirmation via email, payment of an invoice, or use of our services constitutes full acceptance of our Terms & Conditions and working agreement. 

TERMS AND CONDITIONS

  1. INTRODUCTION TO THESE TERMS

1.1 Pavadel is a service for businesses to delegate administration, organising, marketing, and other business support services. By registering for the Pavadel service, you confirm that the Pavadel services you request will be integral to your business and that you are acting for purposes of your trade, business, or profession. The Pavadel service is not intended for domestic tasks or private consumers.

1.2 Please read these terms and conditions (the “Terms”) and Pavadel´s Privacy Policy carefully before you register through this website (the “Website”) to receive services from Pavadel (“Pavadel”). You are referred to as the “Client” in these Terms.

1.3 These Terms apply from the date on which you register as a Client on the Website and purchase a Prepaid Hours Package. They remain in force until terminated in accordance with clause 14.

1.4 By clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound by the Terms and our Privacy Policy. The Privacy Policy forms part of the Terms. If you do not agree to the Terms, you must not register as a Client on the Website.

1.5 Your attention is drawn in particular to clause 12 and clause 13.1, which limit Pavadel’s liability to you, the Client.

1.6 For any comments or questions in relation to the Services or the Website, the Client should contact Pavadel at info@pavadel.com.

1.7 Pavadel is based in the Czech Republic. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Czech Republic. Each party irrevocably agrees that the courts of the Czech Republic shall have exclusive jurisdiction to settle any such dispute or claim.

  1. DEFINITIONS

2.1 The following definitions apply in these Terms:

  • Brief: a request for Services, submitted by Client by means of the Website, setting out the Client’s requirements, including any applicable desired timescales for completion.

  • Charges: means (i) the fee for the Prepaid Hours Package; and (ii) any Hourly Charges for additional time beyond the package allocation, as agreed with the Client.

  • Client Material: all documents, information and materials provided by the Client relating to the Services as specified in the Brief.

  • Client Personal Data: all personal data (as defined in Data Protection Laws) comprised in Client Material.

  • Confidential Information: information that Client provides to Pavadel (or to a Freelancer) in a Brief, that Client reasonably expects to be kept secret. This includes confidential details of Client’s business, and any payment card information provided by Client.

  • Data Protection Laws: means as applicable and binding on the Client, or Pavadel and/or the Brief (i) in the Czech Republic, the GDPR, and/or any corresponding or equivalent national laws or regulations; (ii) in member states of the European Union: the GDPR, and all relevant member state laws or regulations giving effect to or corresponding with any of them; and (iii) any applicable laws replacing, amending, extending, re-enacting or consolidating any of the above Data Protection Laws from time to time.

  • Freelancer: an individual or entity sub-contracted by Pavadel to assist in providing the Services for a particular Brief.

  • GDPR: the General Data Protection Regulation (EU) 2016/679.

  • Group: Pavadel, its subsidiaries or holding companies from time to time and any subsidiary of any holding company from time to time.

  • Hourly Charges: charges agreed with the Client by means of the Website or invoice for any additional time required to complete Services in excess of the Prepaid Hours Package.

  • Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered.

  • Prepaid Hours Package: the agreed number of service hours purchased by the Client in advance, as confirmed via invoice. These hours are credited to the Client’s account and decremented as Services are delivered.

  • Services: the services to be provided by Pavadel under these Terms as set out in a Brief, together with any other services which Pavadel provides or agrees to provide to the Client.

  • Time Budget: a maximum allocation of time, stated in a particular Brief, which the Client wishes to be decremented from its Prepaid Hours Package in respect of that Brief.

  • VAT: value added tax chargeable under Czech law for the time being and any similar additional tax.

  • Website: the pavadel.com domain (and any territory-specific variant), or any Pavadel mobile application, or any replacement or substitute for them notified to Client.

  • Writing: includes email, SMS, the Website, or any other means of written communication agreed between Client and Pavadel.

  • Work: all documents, products and materials developed by Pavadel or its subcontractors in relation to a Brief in any form, including data, reports and specifications (including drafts).

  1. BRIEFS

3.1 Each task which the Client wishes Pavadel to undertake shall be specified in a Brief. Briefs shall be processed in the following manner:

  1. The Client shall provide Pavadel with a Brief, setting out the requirements and specifications of the Services requested, including: a description of what work is to be done; any requested completion date(s); any relevant Client Materials; and any applicable Time Budget; and

  2. Pavadel shall confirm to the Client by email, the Website, SMS or by phone whether or not it accepts the Brief, or whether amendments are required before it can be accepted.

3.2 The Client acknowledges that Pavadel may, in its absolute discretion, refuse to accept or complete any Brief. Without limitation, Pavadel may refuse to accept or complete any Brief submitted in breach of clause 6.1.

3.3 Once a Brief has been agreed and confirmed in accordance with clause 3.1(b), no amendment shall be made to it except as agreed in writing by both parties.

3.4 If Pavadel reasonably suspects that a Brief has been submitted otherwise than in accordance with these Terms, it may cancel the Brief without liability to the Client. In such case, Pavadel shall credit to the Client’s account any Prepaid Hours deducted for that Brief.

3.5 Pavadel will endeavour to complete the Brief within any stated Time Budget. If it is unable to do so, Pavadel will notify the Client of the additional time likely required. The Client shall then have the choice of (i) purchasing additional time by way of Hourly Charges, or (ii) abandoning the Brief (in which case Pavadel shall be under no obligation to continue work on it).

  1. PAVADEL’S OBLIGATIONS

4.1 All Work produced in respect of the Services shall be carried out with reasonable skill and care.

4.2 Pavadel shall use reasonable endeavours to provide the Services and to deliver the Work in accordance with the Brief in all material respects.

4.3 Pavadel shall use reasonable endeavours to meet any performance dates specified in the Brief, but such dates shall be estimates only. Time shall not be of the essence in relation to any Brief unless expressly agreed in writing.

4.4 Whilst Pavadel will follow the instructions in the Brief, the Client acknowledges that it shall have no control over the manner, means, tools, or location in which the Services are provided.

4.5 Pavadel will use reasonable endeavours to ensure that the Website is free from viruses, trojans, or other malware.

4.6 The Client acknowledges that the range of Services provided is neither unlimited nor fixed, and that Pavadel may without liability: (i) refuse to accept any Brief; and (ii) amend, increase, or reduce the scope of the Services available from time to time.

  1. WARRANTIES

5.1 Pavadel is confident that it exercises reasonable diligence in screening and selecting its Freelancers. However, Pavadel undertakes a wide range of Briefs for a wide range of clients, using a wide range of Freelancers. Work is performed by Freelancers who are not part of the Client’s business day-to-day, and who may apply subjective judgment as to the best method of completing a Brief. Accordingly, Pavadel cannot and does not guarantee that all Work will be error-free or comprehensive.

5.2 Pavadel makes no warranty that:

  1. the Services will meet the Client’s specific requirements;

  2. the Website will be continuously available, timely, secure, or error-free;

  3. the Work will be error-free or comprehensive;

  4. any particular Freelancer will be available to carry out a Brief;

  5. the Client Material and Confidential Information will be completely secure against unauthorised or unlawful processing, or against accidental loss, destruction, or damage, despite Pavadel taking appropriate technical and organisational measures; or

  6. the quality of any Work obtained by the Client will meet the Client’s expectations.

5.3 No advice or information, whether oral or written, obtained by the Client from Pavadel (including from any Freelancer) shall create any warranty not expressly stated in these Terms.

5.4 To the maximum extent permitted by law, Pavadel disclaims all implied warranties in respect of the Work, the Services, and the Freelancers, except as expressly set out in these Terms.

  1. CLIENT’S OBLIGATIONS

6.1 The Client shall at all times:

  1. co-operate with Pavadel in all matters relating to the Services;

  2. obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to receipt of the Services;

  3. ensure that it has the right to submit Briefs, including any Intellectual Property Rights contained in them;

  4. not submit Briefs that it did not create or that it does not have permission to post;

  5. not submit Briefs that require installation of software beyond the standard Microsoft Office package, unless otherwise agreed;

  6. refrain from submitting Briefs that, if completed, may infringe third-party Intellectual Property Rights, or that are offensive, illegal, defamatory, or otherwise harmful to any person; and

  7. refrain from submitting Briefs that require processing of personal data relating to children, criminal records, or any special categories of personal data as defined in the GDPR (e.g. racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, health data, or data concerning sex life or sexual orientation).

6.2 If Pavadel’s performance of its obligations is prevented or delayed by any act or omission of the Client or its representatives, Pavadel shall not be liable for any costs, charges, or losses incurred by the Client as a result.

6.3 The Client shall be liable to pay to Pavadel, on demand, all reasonable costs, charges or losses sustained by Pavadel (including direct, indirect or consequential losses, loss of profit, loss of reputation, damage to property, or loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client’s fraud, negligence, or failure to perform its obligations, provided such costs are confirmed in writing by Pavadel.

6.4 The Client warrants that it has the right to disclose Confidential Information and Client Material to Pavadel and to authorise Pavadel to use them for the purpose of providing the Services.

6.5 When registering with the Website, the Client will be asked to create login details. The Client is solely responsible for safeguarding and maintaining the confidentiality of its username and password. The Client authorises Pavadel to assume that any person using the Website with the Client’s credentials is the Client or is authorised by the Client. The Client must notify Pavadel immediately if it suspects or becomes aware of any unauthorised use of its account.

6.6 The Client agrees not to reproduce, duplicate, copy, or re-sell the Services, the Website, or any part of them.

6.7 The Client acknowledges that it is not entitled to direct or control the work of any Freelancer, nor to impose any specific time of day or location for fulfilment of a Brief.

  1. EXCLUSIVITY 7.1 Client acknowledges that:

  1. Pavadel has made substantial investments in finding and choosing skilled individuals or entities which Pavadel considers to be suitable Freelancers, and matching them with Briefs as appropriate; and

  2. Pavadel has a reasonable, legitimate interest in protecting that investment.

  3. Pavadel has agreements with Freelancers which protect this investment by requiring that Freelancers obtain Pavadel’s prior written consent before proposing or accepting any direct or indirect engagement with clients they have worked with. Accordingly, to the fullest extent permitted under applicable law, Client agrees that for a period of 12 months immediately following the last date of acceptance by Pavadel of a Brief submitted under these Terms, Client shall not without the prior written consent of Pavadel directly or indirectly solicit any Freelancer introduced to the Client by Pavadel to work for Client directly or indirectly in any engagement or business arrangement. 7.2 Pavadel shall have absolute discretion as to whether or not to grant the consent referred to in clause 7.1 above, which may be subject to financial conditions including payment of sums equivalent to (by way of example only) those specified in clause 7.3. 7.3 Client agrees in the event of breach by it of clause 7.1 above, Client shall pay to Pavadel a sum equal to 100% of the Charges payable to Pavadel in respect of all Briefs fulfilled by Pavadel using the Freelancer in question in the 12 months preceding the date of the most recent Brief undertaken by Pavadel using that Freelancer. The Client and Pavadel confirm that these sums represent a genuine pre-estimate of Pavadel’s loss for breach of clause 7.1.

7.3 Client agrees in the event of breach by it of clause 7.1 above, Client shall pay to Pavadel a sum equal to 100% of the Charges payable to Pavadel in respect of all Briefs fulfilled by Pavadel using the Freelancer in question in the 12 months preceding the date of the most recent Brief undertaken by Pavadel using that Freelancer. The Client and Pavadel confirm that these sums represent a genuine pre-estimate of Pavadel’s loss for breach of clause 7.1.

  1. IF CLIENT IS UNHAPPY WITH THE SERVICES

8.1 If the Client is not satisfied with the Work or any other aspect of the Services, contact should in the first instance be made to info@pavadel.com. If Client can demonstrate that a particular requirement of a Brief accepted by Pavadel has not been met, but that Hourly Charges have been made (or Client’s allocation of time purchased by the Prepaid Hours Package has been decremented) in respect of the requirement, Pavadel shall either (at its option) arrange for the Work to be completed satisfactorily arrange for a credit of the time charged in respect of such unmet requirement.

8.2 Refunds are at the sole discretion of Pavadel.

  1. CHARGES AND PAYMENT

9.1 The Client shall be solely responsible for the payment of the Charges.

9.2 All Charges shall be exclusive of VAT, which Pavadel shall add to its invoices at the appropriate rate for Clients.

9.3 Pavadel shall ensure that every Freelancer whom it engages on the Services records the amount of time spent on the Services.

9.4 The Client shall pre-pay for Services by purchasing a Prepaid Hours Package, payable in advance by credit or debit card, PayPal, or invoice, without deduction or set-off. Services will only commence once payment has been received in full.

9.5 Any additional hours requested beyond the Client’s remaining Prepaid Hours Package shall be billed as Hourly Charges. Such charges must be paid in advance before further Services are provided, unless otherwise agreed in writing.

9.6 Pavadel may review and increase its Charges from time to time. Pavadel shall give the Client written notice of any such increase in advance. If such increase is not acceptable to the Client, the Client may cease purchasing further Prepaid Hours Packages. 

9.7 If any payment due from the Client is not received in advance of the relevant Services being provided (except where the delay is due to fault or negligence of Pavadel), then, without prejudice to any other right or remedy that Pavadel may have:

  1. the Client shall pay interest on the overdue amount at the rate of 4% per annum above Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount; and

  2. Pavadel may suspend all Services until payment has been made in full.

9.8 All sums payable to Pavadel under these Terms shall become due immediately on termination, despite any other provision. This clause 9.8 is without prejudice to any right to claim for interest under the law, or any such right under these Terms.

9.9 All amounts due under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9.10 In the event that, following reasonable efforts on Pavadel’s part to recover any sums owed to it by the Client, payment remains outstanding, Pavadel may refer the matter to an accredited collections agency. The Client shall be responsible for any charges imposed by such collection agency in respect of the recovery of the outstanding sums.

  1. Intellectual Property Rights

10.1 Ownership and Licence All Intellectual Property Rights and other rights in the Work shall remain the property of Pavadel. Subject to clause 10.3, Pavadel grants the Client a non-exclusive, worldwide licence, free of charge, to use the Work and Services solely for the Client’s internal business purposes (including in the provision of its own goods and/or services to third parties). The Client may not resell the Work to any third party without Pavadel’s prior written consent.

10.2 Client Materials All Confidential Information and any materials provided by the Client shall remain the property of the Client.

10.3 Pre-Existing Materials Where the Work includes materials not owned by Pavadel, the Client’s right to use such materials is conditional on the Client obtaining a valid licence (or sub-licence) from the relevant rights holder(s) on terms permitting their lawful use within the Work.

  1. Confidentiality and Pavadel’s Property

11.1 Obligation of Confidentiality Pavadel shall keep the Client’s Confidential Information strictly confidential and, except as required to provide the Services (including disclosure to Freelancers and their approved subcontractors), or with the Client’s prior written consent, shall not: (a) use or exploit it in any way; (b) disclose or make it available, in whole or in part, to any third party; or (c) copy, record, or otherwise reproduce it.

11.2 Exceptions The obligations in clause 11.1 shall not apply to information that: (a) is or becomes publicly available other than through Pavadel’s breach; (b) was lawfully available to Pavadel on a non-confidential basis before disclosure by the Client; (c) is lawfully disclosed to Pavadel by a third party not under confidentiality obligations; (d) was already in Pavadel’s lawful possession before disclosure; (e) the parties agree in writing is not confidential; (f) is developed independently by Pavadel without reference to the Client’s information; or (g) is trivial, obvious, or of no commercial value.

11.3 Group Disclosure Pavadel may disclose Confidential Information to its Group members and Freelancers who require it to perform the Services.

11.4 Legal Disclosure If disclosure is required by law, regulation, or court order, Pavadel may disclose the Confidential Information. Where legally permitted, Pavadel will give the Client prior notice.

11.5 Return or Destruction Upon the Client’s reasonable request, Pavadel shall return or securely destroy the Client’s Confidential Information and any copies of it.

    12. Limitation of liability 

12.1 Unlimited Liabilities

Nothing in these Terms excludes or limits Pavadel’s liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) liability which cannot be excluded or limited under mandatory provisions of Czech law, in particular Act No. 89/2012 Coll., the Civil Code.

12.2 Excluded Losses
Subject to clause 12.1, to the fullest extent permitted by law, Pavadel shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any of the following, whether direct or indirect:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill or reputation;
(f) loss, corruption, or destruction of data, software, or information; or
(g) any indirect, incidental, special, exemplary, or consequential loss of any kind.

12.3 Liability Cap
Subject to clauses 12.1 and 12.2, Pavadel’s total aggregate liability to the Client for any and all claims arising under or in connection with these Terms shall in no event exceed the total fees actually paid by the Client to Pavadel for the Services giving rise to the claim.

12.4 Excluded Statutory Terms
To the fullest extent permitted by Czech law, any statutory provisions implying warranties, conditions, or terms not expressly set out in these Terms are hereby excluded.

  1. Data Protection and Privacy

13.1 Sensitive Information Pavadel strongly advises Clients not to include bank account, payment card, or other financial details in any Brief or communication with a Freelancer. Pavadel accepts no liability for any losses resulting from the Client’s disclosure of such information to a Freelancer.

13.2 Processing of Client Personal Data The Client acknowledges and agrees that: (a) Where Client Personal Data is provided to Pavadel (not directly to a Freelancer), Pavadel acts as data processor (as defined under Data Protection Laws) and processes such data in accordance with Pavadel’s Data Processing Terms (see clause 16). (b) Where Client Personal Data is provided directly by the Client to a Freelancer, the Freelancer acts as data processor. The Client and Freelancer must agree suitable data processing terms consistent with Article 28 GDPR. (c) In the absence of such agreement, the default Freelancer–Client Data Processing Terms (available on Pavadel’s platform) shall apply until replaced by a written agreement between the Client and Freelancer.

  1. TERMINATION

14.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

  1. the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

  2. the other party commits a material breach of any term of these Terms which is irremediable or (if such breach is remediable) fails to remedy that breach within 14 days after being notified in writing to do so;

  3. the other party becomes insolvent, is subject to any insolvency proceeding, or ceases to conduct business; or

  4. the other party repeatedly breaches these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with having the intention or ability to perform its obligations under these Terms.

14.2 Either party may terminate this Agreement at any time by giving written notice. Termination shall not affect any Prepaid Hours Package already purchased; such hours remain available for use until fully consumed or until their stated validity period (if any) expires. No refunds will be issued for unused hours unless otherwise required by law.

  1. CONSEQUENCES OF TERMINATION

15.1 On termination of these Terms:

  1. the Client shall immediately pay to Pavadel all of Pavadel’s outstanding unpaid invoices and any applicable interest. In respect of Services supplied but for which no invoice has yet been submitted, Pavadel may issue an invoice, which shall be payable immediately upon receipt;

  2. the Client may, after one month from the date of termination, cease to have access to any information relating to any particular Brief;

  3. the following clauses shall continue in force: clause 7 (Exclusivity), clause 10 (Intellectual Property Rights), clause 11 (Confidentiality and Pavadel’s Property), clause 12 (Limitation of Liability), clause 15.1, and clause 17 (Governing Law and Jurisdiction).

15.2 Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination..

  1. DATA PROCESSING TERMS

16.1 In this clause, Personal Data, Data Subject, Data Processor and Data Controller shall bear the meanings ascribed to them in Data Protection Laws.

16.2 To the extent that Pavadel shall process Client Personal Data as Data Processor of the Client, it shall do so in compliance with the obligations placed on it as Data Processor under Data Protection Laws.

16.3 The Client shall at all times comply with all Data Protection Laws in connection with the processing of Client Personal Data. The Client shall ensure all instructions given by it to Pavadel in respect of Client Personal Data shall at all times be in accordance with Data Protection Laws. The Client shall indemnify and keep indemnified Pavadel against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs arising out of or in connection with any breach by the Client of its obligations under this clause 16.

16.4 Pavadel shall:

  1. only process the Client Personal Data in accordance with this Agreement (and not otherwise unless alternative processing instructions are agreed between the parties in writing) except where otherwise required by applicable law (and shall inform the Client of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and

  2. if Pavadel believes that any instruction received by it from the Client is likely to infringe the Data Protection Laws, promptly inform the Client and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.

16.5 Taking into account the state of technical development and the nature of processing, Pavadel shall implement and maintain appropriate technical and organisational measures to protect the Client Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access, as set out on this page.

16.6 Pavadel shall inform the Client of any addition, replacement or other changes of third parties (including Freelancers) authorised by Pavadel to have logical access to and process Client Personal Data in order to provide the Services (“Sub-processors”) and shall provide the Client with the opportunity to reasonably object to such changes on legitimate grounds. The Client acknowledges that these Sub-processors are essential to provide the Services and that objecting to the use of a Sub-processor will prevent Pavadel from providing the Services to the Client. Pavadel will enter into a written agreement with the Sub-processor imposing on the Sub-processor obligations comparable to those imposed on Pavadel under this clause 16, including appropriate data security measures. In case the Sub-processor fails to fulfil its data protection obligations under such written agreement with Pavadel, Pavadel will remain liable towards the Client for the performance of the Sub-processor’s obligations under such agreement. The Client provides general written authorisation to Pavadel to engage Sub-processors as necessary to perform the Services.

16.7 Pavadel shall (at the Client’s cost):

  1. assist the Client in ensuring compliance with the Client’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to Pavadel; and

  2. taking into account the nature of the processing, assist the Client (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Client’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Client Personal Data.

16.8 Pavadel may transfer Client Personal Data processed under this Agreement as necessary to provide the Services. If Pavadel transfers Client Personal Data to a jurisdiction for which the European Commission has not issued an adequacy decision, Pavadel will ensure that appropriate safeguards have been implemented for the transfer of Client Personal Data in accordance with Data Protection Laws.

16.9 Pavadel shall, in accordance with Data Protection Laws, make available to the Client such information that is in its possession or control as is necessary to demonstrate Pavadel’s compliance with the obligations placed on it under this clause 16 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Client for this purpose. Any information obtained by the Client as a result shall be treated as confidential.

16.10 Pavadel shall notify the Client without undue delay and in writing on becoming aware of any security breach in respect of any Client Personal Data.

16.11 On the end of the provision of the Services relating to the processing of Client Personal Data, at the Client’s cost and the Client’s option, Pavadel shall either return all of the Client Personal Data to the Client or securely dispose of the Client Personal Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Pavadel to store such Client Personal Data.

16.12 This clause 16 shall survive termination or expiry of this Agreement.

16.13 The Client shall ensure that: Data subjects are provided with appropriate information regarding the processing of their Client Personal Data, including by means of offering a transparent and easily accessible public privacy notice.

16.14 Processing of the Client Personal Data by Pavadel under these Terms shall be as set out below.

  1. Subject-matter of processing: Processing of Client Personal Data for the purposes of storage and onward transmission to Freelancers.

  2. Duration of Processing: For the duration of the provision of the Services.

  1. Nature and purpose of the processing: storing Client Personal Data comprised in Client Material for the purposes of onward transmission to Freelancers who will undertake processing in respect of a Brief.

  1. Type of Personal Data: Any personal data comprised in Client Materials submitted direct to Pavadel by the Client (not including Client Materials submitted direct to Freelancers). This will not include ‘special categories of data’ under Article 9 of GDPR.

  2. Categories of Data Subjects: Data subjects identified in personal data comprised in Client Materials submitted direct to Pavadel by the Client.

  1. FORCE MAJEURE

17.1 Force Majeure Event means any circumstance beyond a party’s reasonable control, which prevents or substantially hinders the performance of its contractual obligations, including but not limited to: (a) natural disasters (such as flood, drought, earthquake, or other natural calamities); (b) epidemic or pandemic; (c) terrorist attack, armed conflict, riots, or civil unrest; (d) nuclear, chemical, or biological contamination or sonic boom; (e) any decision or measure of a governmental or public authority, including imposition of restrictions, embargoes, or failure to grant necessary permits; (f) fire, explosion, accident, or collapse of buildings; (g) labour disputes, strikes, industrial action, or lockouts; (h) failure of subcontractors, suppliers, or Freelancers; (i) interruption or failure of utility services.

17.2 A party affected by a Force Majeure Event (“Affected Party”) shall not be deemed in breach of these Terms, nor liable for delay or non-performance of obligations, provided it has complied with clause 17.4. The period for performance of obligations shall be extended by the duration of the Force Majeure Event.

17.3 The corresponding obligations of the other party shall also be suspended to the same extent.

17.4 The Affected Party shall: (a) notify the other party in writing as soon as reasonably possible of the occurrence, expected duration, and effect of the Force Majeure Event; and (b) take reasonable steps to mitigate the impact of the Force Majeure Event on the performance of its obligations.

17.5 If the Force Majeure Event continues for more than 4 weeks, either party may terminate these Terms by giving the other party 1 week’s written notice.

  1. VARIATION

18.1 Any variation of these Terms shall be valid only if made in writing and signed by both parties (or their duly authorised representatives).

18.2 Pavadel may reasonably amend these Terms where necessary to reflect changes in applicable Czech laws or regulatory requirements. Such amendments will take effect only for future Prepaid Hours Package periods, unless otherwise required by law. Clients will be notified in advance via the Website or by e-mail.

  1. MISCELLANEOUS

19.1 No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy.

19.2 A reference to “in writing” includes e-mail and communication through the Website.

19.3 Any examples or lists following terms such as “including” or “for example” are illustrative and not exhaustive.

19.4 The rights and remedies provided under these Terms are cumulative and not exclusive of rights provided by law.

19.5 If any provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be replaced by a valid and enforceable provision that most closely reflects the original commercial intention. The validity of the remaining provisions shall not be affected.

19.6 The agreement constituted under these Terms represents the entire agreement between the parties and supersedes any previous arrangements or understandings, whether written or oral, relating to its subject matter. Nothing in these Terms excludes liability for fraud or fraudulent misrepresentation.

19.7 These Terms are binding upon and enforceable only by the parties to the agreement and their legal successors. No third party shall acquire rights under these Terms unless expressly provided for by Czech law.

19.8 The Client agrees that any general terms and conditions it may seek to impose (e.g. via Purchase Orders) shall not apply unless expressly accepted in writing by Pavadel.

19.9 The agreement constituted under these Terms is personal to the Client. The Client may not assign, transfer, or otherwise dispose of its rights or obligations without Pavadel’s prior written consent. Pavadel may assign or transfer its rights and obligations upon 30 days’ written notice to the Client.

19.10 Nothing in these Terms shall be construed as creating a partnership, joint venture, or agency relationship between the parties. Each party acts independently in its own name and on its own behalf.

19.11 Additional services requested beyond the Client’s remaining Prepaid Hours Package shall be billed as Hourly Charges, payable in advance unless otherwise agreed in writing. Pavadel may suspend all Services until full payment is received.If the Client fails to make any payment due to Pavadel under these Terms by the due date for payment, then, without limiting Pavadel’s remedies under clause 14, the Client shall pay statutory default interest on the overdue amount at the rate set by Czech law (the repo rate published by the Czech National Bank increased by 8 percentage points), unless Pavadel specifies a higher contractual rate in writing. Interest shall accrue on a daily basis from the due date until the date of actual payment, whether before or after judgment.


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