The board of directors as the statutory body of the Company, always signs:
- Documents binding the company to make financial performance over CZK 1,000,000 excl. VAT or that represent the same financial risk for the company;
- Contracts that can be terminated no earlier than three years after they are concluded, regardless of the amount of performance;
- Powers of attorney;
- Agreements on settlement;
- Disposing of domains, trademarks and other industrial property items;
- The acquisition, encumbrance and alienation of property;
- Pledge contracts;
- Debt securing or debt acknowledgement;
- Loans, gifts or credits, except for employee loans pursuant to the internal regulations;
- The assignment of a receivable or contract;
- Barter contracts;
- The waiver of a debt, accession to a debt or its assumption;
- Public bids;
- Documents ensuing from the company’s articles of association.
with the exceptions listed below.
The board of directors is always signed by two members of the board of directors together, with one of the signatories always being the chairman of the board of directors and the other a member of the board of directors whose agenda includes the signed document. In the event that the signatories according to the previous sentence are one and the same person, any other member of the board of directors shall sign along with them.
Directors, as the top management of the Company, sign documents that fall within the agenda of the relevant department’s director, unless documents are signed by the board of directors in accordance with these Signature Rules.
Company employees are, within a department’s budget and their work classification, entitled to procure ordinary operational matters of the Company in the form of orders for the delivery of goods and services, by agreement and within the department director’s limits.
The respective division director of the Company is entitled to sign any agreements on establishment of debit for use of Company’s services irrespective of the financial limits including their changes, termination and other subsequent documents even in the case of the original document being signed by the board of directors.
Agreements on the transfer of user accounts used for the administration of the Seznam Sklik, Client Zone and Seznam Wallet services, as well as agreements on the assignment of contracts falling within the agenda of the Advertising Systems department or Video Services department, on the basis of which commission is provided from advertising revenue, are authorised to be signed by the director of the department concerned, regardless of financial limits.
Barter contracts of Marketing department with advertising performance on each side up to a maximum amount of CZK 1,000,000 excluding VAT are authorised to be signed by the director of this department. For the avoidance of doubt, barter contracts with performance that does not fall within the scope of the Marketing department agenda do not fall into this category.
Barter contracts of Sales and Regional Advertising departments with advertising performance on each side up to a maximum of CZK 200,000 excluding VAT are authorised to be signed by the directors of these departments. For the avoidance of doubt, barter contracts with performance that does not fall under the agenda of Sales and Regional Advertising do not fall under this category.
Other persons may represent the Company only based on a written power of attorney or written authorisation.
Documents must be in the form of a written contract, if:
- It is a barter contract, with the exception as set out below;
- This is required by either of the contracting parties and/or applicable legal regulation;
- The subject of an obligation is financial performance over CZK 150,000 excl. VAT regardless of the period of performance or the same financial risk.
Document does not have to be in the form of a written contract, if:
- It is a barter contract of the Marketing Department, with reciprocal performance in the maximum amount of CZK 10,000 excl. VAT on each side, provided that the performance is realized on the basis of a written order approved by the manager of the Accounting Department of Seznam.cz;
- It concerns the acquisition of tangible assets by authorized persons of the Technical Department of Seznam.cz and such acquisition of tangible assets is realized electronically via internal electronic system; if the Technical Department realizes any purchase of tangible assets in the value exceeding CZK 1,000,000,- excl. VAT(either at once or in total), then the business case must be supported by valid and effective contract concluded in accordance with these Signature Rules.
All contracts concluded have to be archived with the Legal Department, regardless of who is authorised to sign them, and on request they are submitted to the company’s board of directors.
Subsequent documents (e.g. an amendment to an original contract, notice or agreement on termination of contract) are signed by a person named on the original document (e.g. contract), or a person who occupies the same position in the company.
If the subsequent document increases the financial performance, it is signed by a person in accordance with the financial limits of these Signature Rules, and the total value of the contract, including all relating documents, is decisive.
In case documents are signed by the Company’s board of directors, subsequent documents shall also be signed by the board of directors.
As regards a repeated performance contract entered into for an indefinite period of time, the amount of financial performance is determined as sum of the amount the Company is obliged to pay in the period in which the contract may not be terminated and the amount the Company is obliged to pay during the period of notice.
Partial orders and partial contracts based on an already concluded master agreement are signed by persons in accordance with the financial limits set out in these Signature Rules, or by persons expressly designated in such master agreement to sign partial orders and partial contracts, irrespective of the financial limits set out in these Signature Rules.
The set limits always apply to one contractual partner and the same subject of contract.
In the event of doubts about the amount of financial performance or financial risk, or if the amount of financial performance of a contract cannot be determined, a document is signed by the board of directors.
Effective from: 19. 4. 2023