Master Subscription Agreement

This Master Subscription Agreement (“MSA”) is entered into between TEŽINSKI GRAF d.o.o., Ulica Ljudevita Posavskog 34A, 10000 Zagreb, Croatia, OIB 66900544338, operating the Marty platform (“Marty” or “Service Provider”), and the legal entity named in a Purchase Order (“Customer”). It applies to every Purchase Order between the parties.

1 Definitions

Capitalised terms not defined here have the meaning given in the Terms and Conditions.

• Purchase Order: an order form, quote or online checkout accepted by both parties, stating the Modules, plan, number of seats or slots, Fees, Subscription Period and Start Date.
• Subscription: the Customer’s right to access the Platform under a Purchase Order.
• Subscription Period: the term stated in the Purchase Order, and each renewal term.
• Start Date: the date access begins, as stated in the Purchase Order.
• Fee: the subscription fee stated in the Purchase Order.
• Billing Cycle: the invoicing period stated in the Purchase Order (e.g. monthly or annually).
• Remaining Fee: the pro-rata unused part of a prepaid Fee, calculated on actual days remaining against total days of the Billing Cycle.

2 Contract Documents

2.1 The contract between Marty and the Customer consists of the following documents. If they conflict, they apply in this order:

1. the DPA, for all matters concerning personal data;
2. the Purchase Order, including any special terms agreed in it, together with the Product Description in Annex 1 of this MSA;
3. this MSA;
4. the Service Level Agreement in Annex B of the Terms and Conditions, for availability, support and service credits;
5. the Terms and Conditions, including Annex A (Early Access), Annex C (AI Governance), Annex D (Fair Use) and Annex E (Anti-Spam);
6. the Privacy Policy and Cookie Policy.

For Early Access Services, Annex A of the Terms and Conditions prevails over items 3 to 5.

2.2 A version of this MSA or the DPA signed by both parties prevails over the version published online, and stays in force for that Customer until the parties agree otherwise in writing. Changes to the sub-processor list, technical and organisational measures and fair use limits still follow the notice mechanisms in the DPA and Terms.

2.3 The Customer’s own purchasing terms do not apply, even if referenced in a purchase order or invoice, unless Marty accepts them in writing.

3 Subscription

3.1 Access. Marty grants the Customer and its Users access to the Modules stated in the Purchase Order for the Subscription Period, under the Terms and the documentation.

3.2 Platform changes. Marty continuously develops the Platform and may change it, provided that the overall functionality of the subscribed Modules is not materially reduced during the current Subscription Period.

3.3 Renewal. Each Subscription Period renews automatically for the same term unless either party gives notice of non-renewal at least 30 days before it ends. Marty reminds the Customer of the upcoming renewal about 60 days and 45 days before expiry.

3.4 Onboarding. Onboarding and implementation services, if any, are described and priced in the Purchase Order.

4 Fees and Payment

4.1 Fees are invoiced at the start of each Billing Cycle for the whole cycle and are due within 15 days of the invoice date, unless the invoice states otherwise.

4.2 Fees exclude VAT and other taxes, including withholding tax where applicable, which the Customer bears.

4.3 Fees do not change during a Subscription Period. Marty may change Fees for the next Subscription Period by notifying the Customer at least 60 days before the current period ends; the Customer may then give notice of non-renewal.

4.4 If an invoice is more than 30 days overdue, Marty may, after a written reminder, suspend access until payment is received. Statutory default interest applies to late payments.

5 Changes to Seats or Plan

5.1 Increase or upgrade. Additional seats, slots or a higher plan take effect immediately. A new Subscription Period starts, and the first Fee is reduced by the Remaining Fee of the replaced Subscription.

5.2 Decrease or downgrade takes effect from the start of the next Subscription Period.

5.3 Decreases, downgrades or termination do not give rise to refunds or credits, except as stated in Section 9.4 and the DPA.

6 Service Levels

Availability, support and service credits are set out in the SLA in Annex B of the Terms and Conditions. Marty may update the SLA; reductions in commitments apply only from the Customer’s next Subscription Period.

7 Data Protection

7.1 For Customer and User account data, Marty is controller under its Privacy Policy. For Candidate, Employee and other personal data the Customer processes through the Platform, the Customer is controller and Marty is processor. For the Sourcing Database, Marty is an independent controller.

7.2 Processing on the Customer’s behalf is governed by the DPA, which forms part of this MSA.

8 Liability

8.1 Exclusions. Neither party is liable for indirect, consequential, special or punitive damages, lost profits, revenue or goodwill, except in case of intent or gross negligence.

8.2 Cap. Each party’s aggregate liability under this MSA and all related documents is limited to the Fees paid or payable by the Customer in the 12 months before the event giving rise to the claim.

8.3 Data protection. For breaches of the DPA or data protection law, the cap is [2×] the amount in 8.2.

8.4 No cap applies to liability for intent or gross negligence, personal injury, the Customer’s payment obligations, the indemnities in 8.6 and 8.7 and in the Terms, or liability that cannot be limited by law.

8.5 Data loss. Marty is liable for loss of data only if caused by its failure to perform regular backups in line with the DPA, and then only for the reasonable cost of restoring data from the last backup.

8.6 Customer indemnity. The Customer indemnifies Marty against third-party claims arising from Customer Content (e.g. job ads, candidate communications, career site content) or from Users’ breach of the Terms.

8.7 Marty indemnity. Marty indemnifies the Customer against third-party claims that the Platform, used in accordance with the Terms, infringes intellectual property rights, provided the Customer promptly notifies Marty and lets Marty control the defence. This indemnity does not apply to claims arising from Customer Content, including Input submitted to AI Features, from Output used by the Customer, or from use of the Platform in breach of the Terms.

9 Term and Termination

9.1 This MSA applies as long as any Purchase Order is in force.

9.2 Non-renewal. Either party may end a Subscription at the end of the current Subscription Period by giving notice under Section 3.3.

9.3 Material breach. Either party may terminate a Purchase Order with immediate effect if the other party materially breaches the contract and does not remedy it within 15 days of written notice. For availability failures, this right applies as set out in the SLA.

9.4 If the Customer terminates for Marty’s material breach, Marty refunds the Remaining Fee.

9.5 Insolvency. Either party may terminate if the other becomes insolvent or enters bankruptcy or liquidation proceedings.

9.6 Effect. On termination, access ends, the export and deletion rules of the Terms and DPA apply, and outstanding Fees become due. Sections 7, 8, 9.6 and 10 survive.

10 General

10.1 Confidentiality is governed by Section 12 of the Terms.

10.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

10.3 Assignment. The Customer may not assign the contract without Marty’s prior written consent. Marty may assign it to an affiliate or a successor of its business with notice.

10.4 Notices to Marty go to legal@marty.hr; notices to the Customer go to the contact in the Purchase Order or its Administrator.

10.5 Electronic signature. Purchase Orders and this MSA may be accepted electronically or signed with an electronic signature.

10.6 Governing law and courts. Croatian law applies, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The parties will first try to resolve disputes amicably; otherwise the competent court in Zagreb has exclusive jurisdiction.

10.7 Severability and entire agreement. An invalid provision is replaced by a valid one closest to its purpose. The contract documents in Section 2.1 are the entire agreement on their subject matter.

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Annex 1 – Product Description

This Annex describes the Modules, packages and licensing metrics referred to in Purchase Orders. A Purchase Order states which Modules and package the Customer subscribes to and any limits that differ from this Annex.

P.1 Changes

Marty may update this Annex as the Platform evolves. Changes that reduce the functionality or limits of a subscribed Module apply only from the Customer’s next Subscription Period; the version in force at the start of the current Subscription Period applies until then. New Modules and features may be added at any time.

P.2 Licensing definitions

Term	Meaning
Seat	A named User account with access to the Platform. Seats may be reassigned when a User leaves, but not shared.
Slot	One job opening in Published or Internal status at the same time. Closed, archived and draft jobs do not use a slot.
Credit	A prepaid unit consumed by usage-based features (e.g. contact enrichment, Notetaker recording hours, AI screening above the included volume). Unused credits expire at the end of the Subscription Period unless the Purchase Order states otherwise.
Employee	For HRIS: an active employee record in the Customer’s account. Former employees kept for record-keeping do not count.

P.3 Included in every subscription

Feature	Description
Languages	Platform interface in English, Croatian and German; candidate-facing pages (career site, application forms, assessments, surveys) in English, Croatian, German, Slovenian, Serbian and Hungarian.
Single sign-on	Login with Google or Microsoft; SAML/OIDC SSO via WorkOS on the Enterprise package or as an add-on.
User roles	Standard roles for Administrator, Recruiter, Hiring Manager and Interviewer, with job-level permissions.
Security	ISO/IEC 27001-certified operation, EU hosting, audit log.
Support	Support and service levels as set out in Annex B of the Terms and Conditions (SLA).
API and integrations	Access to the Marty API and standard integrations (calendar, email, job boards) within the Fair Use limits.
Data export	Self-service export of Customer Content at any time via the Marty API. When the Subscription ends, one complete export (data dump) in JSON/CSV free of charge, on request within 30 days.

P.4 Modules

Module	What it does	Licensing metric
ATS	Job and career page publishing, applications, hiring pipeline, collaboration, candidate communication, interview scheduling, job distribution, reporting, GDPR retention and consent management	Seats and/or slots
Screening	AI-assisted review of applications against Customer criteria: CV parsing, ranking with explanations, shortlist generation, role-fit and skill-fit matching; conversational screening by chat or voice where enabled	Included volume of AI screening requests, then credits
Sourcing	Search of the Sourcing Database, AI matching, contact enrichment and multi-channel outreach sequences	Seats plus enrichment credits
Notetaker	Meeting bot that records, transcribes and summarises interviews, with scorecard suggestions	Recording hours
Assessment	Library of skills, cognitive and personality tests, custom tests, one-way video interviews, real-time scoring, anti-cheating tools, ATS integration	Assessments per month
Candidate NPS	Candidate experience surveys after application and interview stages, analytics, benchmarking	Survey invitations per month
HRIS	Employee records, self-service, time off, documents, onboarding and offboarding	Employees

AI Features in each Module are described in Annex C of the Terms and Conditions. Personal data processing per Module is described in Annex 1 of the DPA.

P.5 Packages

Package	Modules included	Seats / slots	Included usage per month
Starter	ATS	3 seats, 5 slots	2,000 outgoing emails
Growth	ATS, Screening, Assessment, Candidate NPS	10 seats, 25 slots	1,000 AI screening requests, 200 assessments, 2,000 survey invitations, 10,000 outgoing emails
Enterprise	All Modules, including Sourcing, Notetaker and HRIS	Unlimited seats, slots as agreed	Fair Use limits in Annex D of the Terms, 500 enrichment credits, 50 Notetaker hours, SSO

Add-ons (any package): additional seats or slots; Sourcing with enrichment credit packs (100 / 500 / 1,000 credits); Notetaker recording hours (20-hour packs); additional AI screening requests (1,000-request packs); SSO; premium support with a named customer success manager and extended hours (07:00–20:00 CET).

P.6 Usage limits

Standard usage limits and their consequences are set out in Annex D of the Terms and Conditions (Fair Use). Limits stated in the Purchase Order or in P.5 prevail.

P.7 Implementation

Standard onboarding includes account setup, import of existing jobs and candidates from a CSV file or previous ATS, configuration of hiring pipelines, email templates and career page, and up to 2 online training sessions of 1 hour each. Enterprise onboarding adds a dedicated onboarding manager, SSO setup and up to 6 training sessions. Custom integrations, data migration from unsupported systems and additional training are offered separately in the Purchase Order.