Terms of service

These terms (the "Terms") form part of the cooperation agreement (the "Agreement") between Mamba Technologies s.r.o., with its registered seat at Mánesova 812/6, Vinohrady, 120 00 Prague 2, Czechia, Business ID No: 21401896, also known as Finlay (the "Provider"), and the client receiving the services defined herein (the "Client"). Use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect personal information from both our customers and the candidates they engage through our services. The Agreement consists of the terms and conditions set out below and all Orders (as defined below) which refer to these Terms of service.

1.1 Order:
An order form with the specification of the Services referring to these Terms. The Order and these Terms together form the Agreement. 
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1.2 Candidate:
Any individual introduced by the Provider to the Client for potential Employment, including as an employee, contractor, consultant, or temporary worker.

1.3 Candidate Profile:
The information and documentation related to a Candidate, including CVs, contact details, and summaries from screening calls.

1.4 Civil Code:
Act No. 89/2012 Coll., the Czech Civil Code, as amended.

1.5 Services:
Activities provided under the Agreement, including Candidate sourcing, matching, outreach, scheduling, and placement.

1.6 Employment:
Establishment of cooperation between the Candidate and the Client as a result of the Services based on any legal basis agreed between them, in particular on the basis of an employment contract, mandate contract, work contract, managerial contract, or service contract.

1.7 Term:
The definite period of one year from the signature of the Order for which is the Agreement between the Provider and the Client concluded, unless agreed otherwise in the Order.

2.1 These Terms govern the relationship between the Provider, as a recruitment service provider, and the Client, detailing the rights and obligations related to the provision of the Services by the Provider and the payment of fees by the Client.

3.1 The scope of Services will be detailed in the Order, confirmed by both parties. Each Order shall outline the specific roles, search criteria, timeline, and any special conditions agreed upon.

3.2 The Client agrees to provide the Provider with all necessary information, job descriptions, and any other materials essential for the timely execution of the Services. Any failure or delay in providing the required information or materials may result in corresponding delays in service delivery, for which the Provider shall not be held liable.

3.3 The Client is solely responsible for ensuring that all provided information and materials are complete, accurate, and compliant with applicable laws and regulations. The Provider shall not be obligated to verify the accuracy, legality, or authenticity of any information or materials submitted by the Client.
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3.4 The Provider does not guarantee that the Services will be carried out by a specific recruiter requested by the Client, or that its Services will result in a successful hire, Employment contract, or any particular business outcome. The Provider shall not be liable for the performance, conduct, or continued Employment of any Candidate hired through its Services. We may conduct candidate interviews using AI-based pre-screening tools, provided either by us or trusted third parties, always with the candidate’s prior consent.

3.5 Subject to payment under Section 5.1, as part of the annual Service, Provider agrees to include up to a certain number of Candidate placements within the Term of this Agreement (the “Retainer model”) subject to the agreement in the Order. For any additional roles beyond this limit, Provider will continue to deliver Candidates, subject to the additional terms outlined below if agreed between the parties in an Order.  

3.6 Based on a confirmed Order, the Services shall proceed as follows:

a.  The Provider will identify and assess Candidate Profiles based on the Client’s requirements, using various recruitment channels.

b. The Provider will provide the Client with a predefined number of pre-screened and shortlisted Candidates, as agreed in the respective Order, including their Candidate Profiles.
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c. A placement is complete once a Candidate accepts the offer and starts Employment. The Provider may conduct follow-ups as agreed.

4.1 Both parties will provide necessary cooperation for the timely and proper provision of Services.

4.2 The Provider will perform its obligations with professional care and will not damage the Client's reputation or legitimate interests.

4.3 The Provider will consider the Client's interests and follow their instructions unless they conflict with the law. If any instruction is unlawful, the Provider will notify the Client and is not required to follow it.
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4.4 For the entire duration of the cooperation between the Client and the Candidate, and for a period of 12 months after such cooperation ends, the Client agrees not to enter into any contract with such Candidate or any other Candidate identified by the Provider, for the provision of similar services, except through the Provider.

5.1 The Client shall pay the Provider the fee specified in the Order (the “Fee”). 

5.2 If a Retainer model applies, it includes up to a certain number Candidate placements specified in the Order within the agreed Fee. Any additional placements beyond this limit shall be subject to a success fee specified in the Order. If the Client does not utilize all the placements from the Retainer model within the Term the unused roles will not be carried over, credited, or refunded.

5.3 The placement of managerial or senior-level positions is excluded from the Fee and is subject to a success fee specified in the respective Order.

5.4  If a Candidate placed under the Retainer model leaves the position within three (3) months after the start of the Employment, the Provider will offer the Client a one-time per role replacement Candidate at no additional charge, provided that the departure was not due to redundancy, company restructuring, the Client’s breach of employment terms, or any other reason beyond the Provider’s control. This provision does not apply if the employment ends during the probationary period based on the Client’s decision.

5.5 If a Candidate placed outside of the Retainer model leaves the position within a defined period after the start of the Employment, the Client may be eligible for either a partial refund or a one-time per role replacement Candidate only if agreed between the parties in the Order and provided that the departure was not due to redundancy, company restructuring, the Client’s breach of employment terms, or any other reason beyond the Provider’s control.

Alternatively, the Client may opt for a replacement Candidate, with costs adjusted on a pro-rata basis, subject to the Provider’s approval.
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5.6 If a Client hires any candidate introduced by Finlay outside of an active agreement—including after a contract has expired or before a renewal is signed—Finlay reserves the right to charge a placement fee equal to 22.5% of the candidate’s gross annual salary, payable upon the candidate’s agreed start date. (This may or may not apply in cases where Finlay has begun sourcing or candidate discussions in good faith ahead of a signed agreement, as such efforts are typically incorporated into the subsequent contract at Finlay’s discretion.)For the avoidance of doubt, clients with an active agreement are subject only to the retainer pricing and placement terms defined in their Order.

5.7 The invoices will be sent to the Client's email as specified in the Order. The payment term is 30 days unless otherwise specified in the Order. Late payments will accrue interest at a rate of 1.5% per month or the maximum permitted by law, whichever is lower.
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5.8  The Fee is exclusive of any applicable taxes, including but not limited to value-added tax (VAT), which will be applied as required by law. If the Provider must collect and remit such taxes, the Client shall pay the applicable amount in addition to the Fee.

5.9 If the Client or a third party engaged by the Client collaborates on any part of the Service provision, the Client will bear any resulting costs unless otherwise agreed in the Order.

5.10 The Client acknowledges and agrees that all fees paid under the Agreement, including but not limited to the annual retainer Fee and any success fees, are non-refundable unless specified otherwise in the Order. This non-refundability applies notwithstanding any termination of the Agreement or any Order, except as otherwise expressly provided in Sections 5.4 and 5.5 regarding replacement Candidates or partial refunds under specific conditions. The Client further agrees that any unused placements under the Retainer model will not be carried over, credited, or refunded.

6.1 Neither party is liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the Agreement, including but not limited to lost profits, lost data, or business interruption, even if advised of the possibility of such damages. The Provider is also not liable for damages caused by force majeure, including unforeseen, unavoidable, and extraordinary events beyond its control, such as natural disasters or system outages. 

6.2 The Provider’s total aggregate liability under the Agreement is limited to the total amount paid by the Client to the Provider in the twelve (12) months preceding the claim. The Parties agree that this clause represents a reasonable allocation of risks. The foregoing exclusions and limitations will not apply in case of gross negligence and intent and will be enforced to the greatest extent permitted by applicable law.

7.1 The Client agrees to indemnify, defend, and hold harmless the Provider, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in connection with:

a. the Client's use of the Services,

b. any breach of the Agreement by the Client,

c. any violation of applicable laws by the Client.
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7.2 Each party shall indemnify, defend, and hold harmless the other party from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to any third-party claims alleging that the indemnifying party’s Services or IP Materials infringe upon any third-party intellectual property rights. 

8.1 The Provider retains all rights, title, and interest in owned, created, or developed intellectual property, including but not limited to proprietary methodologies, software, documents, and other protected assets. Additionally, any intellectual property owned by the Provider prior to the commencement of the Services, or developed independently of the Services, shall remain the exclusive property of the Provider, even if it is used in the provision of the Services, including any improvements or modifications made to the Provider's intellectual property by the Client. 
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8.2 Where applicable, the Client is granted a non-exclusive, non-transferable, revocable license to use the Provider’s intellectual property strictly for the purposes and duration of this Agreement. This license does not grant the Client any ownership rights or the right to sublicense, modify, distribute, or otherwise exploit the intellectual property beyond the agreed scope. The Client shall not copy, reverse-engineer, disclose, or otherwise use the Provider’s intellectual property beyond what is explicitly permitted. 

8.3 Any license granted under this clause shall automatically terminate upon the expiration or termination of this Agreement, at which point the Client must cease all use of the Provider’s intellectual property and return or destroy any related materials upon request.

9.1 The Provider delivers the Services "as is" and "as available", without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or uninterrupted operation.
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9.2 The Client acknowledges that the Services, including any software tools made available as part of the Services, are provided without guarantees of being error-free, secure, uninterrupted, or free from defects. The Provider does not warrant that the Services or software tools will meet the Client’s specific requirements or expectations.

9.3 The Provider makes no guarantees regarding the availability, uptime, or performance of the Services or any associated platform or tool. The Client understands that temporary interruptions, delays, or downtimes may occur due to maintenance, system failures, or other factors beyond the Provider’s control.

10.1 Both parties agree to keep confidential all information that is obtained in connection with this Agreement (including Personal Data as defined in the Data Processing Addendum linked at Data Processing Addendum ( DPA”))("Confidential Information") and not disclose it to third parties without prior written consent, except as required by law, provided, however, that, to the extent legally permissible, the receiving party shall provide the disclosing party with prior written notice of such disclosure in order to permit such disclosing party to seek confidential treatment of such Confidential Information or as necessary to fulfill the obligations of this agreement.
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10.2 Notwithstanding anything herein to the contrary, Confidential Information shall not include material or information which the receiving Party can demonstrate by dated written records: (i) is generally available to the public without breach of the Agreement by the receiving party, its agents, representatives, or employees; (ii) was rightfully in the receiving party's possession prior to disclosure to it by the disclosing party; (iii) was independently developed by the receiving party without use of or reference to any of the disclosing party’s Confidential Information; or (iv) was rightfully received by the receiving party from a third party without a duty of confidentiality. The Provider may share confidential information with the Candidate for the sole purpose of the provision of the Services.

10.3 The Provider considers all information related to the provision of Services, including their price, nature, parameters, technical specifications, and all communication between the Provider and the Client, as confidential.

11.1 If the Provider processes any Personal Data on the Client’s behalf, the DPA automatically applies.

12.1 The Agreement is concluded for the Term and can be renewed only upon mutual written agreement of both parties.
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12.2 The Provider may terminate the Agreement earlier if the Client materially breaches the Agreement or Order, particularly by failing to pay the fee in full within 10 days of the due date.

12.3 The Client may terminate the Agreement if the Provider materially breaches the Agreement or Order, particularly by failing to provide Services as agreed, provided the Provider does not remedy the situation within 15 days of the Client's written notice.

12.4 Termination of an individual Order does not affect the validity of these Terms or other Orders.
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12.5 Termination is effective upon delivery to the other party via address or email.

12.6 If the Client has paid in advance for Services that are not completed due to early termination caused by the Provider’s breach of Agreement, the Provider shall refund the Client the portion of the advance payment corresponding to the value of the Services not provided.

13.1 Legal relationships arising from the Agreement, related to it, or derived from it are governed by the laws of the Czech Republic, even if the contractual relationship contains an international element. Any disputes arising out of or in connection with the Agreement will be resolved by Czech courts according to the registered seat of the Provider.
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13.2 All notices or consents required by the Agreement will be made in writing and sent by registered mail or email to the other party's address.

13.3 If any provision of the Agreement is or becomes invalid, this invalidity will not affect the validity of the other provisions of the Agreement, unless otherwise provided by law. The parties agree to replace invalid provisions with new ones that most closely match the original provisions in meaning and nature.

13.4 The provisions of the Order take precedence over these Terms.

13.5 Unless otherwise stated in the Agreement, the parties are not entitled to assign rights and obligations from the Agreement to a third party without prior mutual written consent.

13.6 The Parties expressly agree that their contractual relationship shall not be governed by Section 1752 of the Civil Code, and the Provider shall be entitled to unilaterally amend or supplement these Terms. Any changes shall become effective upon publication on the Provider’s website or upon notification to the Client. Each Order is governed by the version of the Terms valid at the time of the Order's conclusion. 

13.7 The Parties exclude the application of Sections 1793 to 1795 of the Civil Code regarding disproportionate reduction of performance.