General Terms and Conditions

1. Scope of application

1.1 The subject of these GTCs is the legal relationship between ProCare International AG ("PCI") and the Filippino nurses ("Nurse" or "COLPUNO customer") who use COLPUNO and StudyBooster ("COLPUNO services"). The GTC shall apply exclusively for the duration of the beta phases and shall lose their validity thereafter.

1.2 These GTCs apply to the use of the web application for candidates www.colpuno.com (COLPUNO) as well as www.studybooster.ph (StudyBooster), a complementary COLPUNO service.

1.3 StudyBooster (a platform owned by PCI) serves as a learning platform where users can upload documents (such as lecture notes, book excerpts, etc.), which are then used to generate flashcards, quizzes, and similar learning formats. Users registered on COLPUNO automatically have access to StudyBooster and vice versa.

1.4 Rocketnurse (offered by rocketviva AG) is a separate platform, owned by a separate company but serves complementary to COLPUNO as it provides services and features for company customers via www.rocketnurse.ph, www.rocketnurse.com for job postings and matchmaking on the company customers' side.

1.5 COLPUNO including StudyBooster and rocketnurse are operated via two separate platforms (www.colpuno.com and rocketnurse.ph/.com). However, for the purpose of individually matching the profile specifications of the nurses with the conditions of the respective company client ("matching"), the two platforms are technically linked and "communicate" with each other to enable matching.

1.6 It is explicitly pointed out that COLPUNO is not a recruitment agency. The services do not involve recruitment activities or decisions, nor any instructions as these take place exclusively between the parties involved (Nurses, employers or their representatives).

1.7 The COLPUNO services on the one hand and rocketnurse on the other serve as a dynamic career and candidate compass for Filipino nurses (herein referred to as COLPUNO customers) seeking career support during their professional careers and Filipino students studying nursing in the Philippines (hereinafter generally referred to as "nurses") on the one hand and, a talent exchange for companies (including representatives of the company, e.g. agencies from target countries or local Philippine agencies that must be involved in the process according to Philippine legislation, or Philippine recruiters who are looking for "nurses" for Philippine employers) who have vacancies to fill on the other.

1.8 The COLPUNO services are exclusively technical solutions. They are provided as part of a beta phase and used to test functionalities by users. The aim of the beta phase is for users to test the COLPUNO services and collect feedback to optimize the COLPUNO services.

1.9 It is explicitly pointed out that PCI is neither an employment agency nor a recruitment agency. The COLPUNO services do not involve recruitment activities or decisions, as these take place exclusively between the parties involved (nurses, employers or their representatives). Furthermore, PCI has no right to issue instructions to the respective nurses.

2. Conclusion of the Contract

2.1 The contract between PCI and the Nurse is concluded when the Nurse registers via COLPUNO and accepts these GTC. By using the COLPUNO services, the COLPUNO customer agrees to the validity of the following GTCs.

2.2 When using the COLPUNO services, COLPUNO customers may also be asked by PCI to repeat their consent to these GTCs by activating a corresponding input field.

3. Contract Content

3.1 Scope of Services

3.1.1. The scope of the current COLPUNO services during the beta phase is described on the PCI website www.colpuno.com. The main COLPUNO services are as follows:

3.1.2. In order to be able to use the COLPUNO services, each Nurse / COLPUNO customer creates her professional identity upon registration with information about her professional experience, competences, language skills, education, preferences and personality (hereinafter "Single Page Portfolio" or "SPP").

3.1.3. The SPP is created based on relevant available information, optionally from social media such as Tiktok, Facebook, Instagram and / or including the CV uploaded by the Nurse via COLPUNO and, if initiated by the Nurse herself, by means of technology-based analyses. In particular, for the performance and evaluation of personality tests using "Big 5" (note: after a single performance, Big5 can only be repeated after a certain period of time (e.g., six months), and its evaluation for the purpose of sharpening the profile using ChatGPT. [For more information on the use of the technologies, see the privacy notice].

3.1.4. By registering, the nurse agrees that her SPP will be made available to corporate clients. However, only when a Nurse decides to make available her contact details to a company client and / or as soon as the Nurse accepts a contact request from a corporate client ("Handshake"), the latter will receive her contact details. The SPP does contain any contact details of the Nurse, such contact details will only be made available upon Handshake.

3.1.5. The Nurse is free to share the results of the technology-based analyses.

3.1.6. Based on the nurse's SPP, a selection of vacancies is proposed to the nurse that matches the Nurse's profile data ("matching"). The most comprehensive possible availability of the aforementioned information and active use of the COLPUNO services are crucial to the quality of the matching.

3.1.7. Matching is not a final selection, but an indicative recommendation. The Nurse remains free in her choice of job and research. She has an unrestricted view of all matching results across the entire job spectrum at all times and can search for open positions with company clients without restriction, e.g., on the basis of keywords. The nurse is also free to share their SPP outside of the COLPUNO services.

3.1.8. The job openings presented as part of the matching on COLPUNO may originate from DMW-accredited agencies, carefully selected local employers, or their representatives, such as local recruitment agencies. All such sources are verified via the technology partner of the platform, rocketnurse.ph, and meet defined quality and compliance criteria.

3.1.9. For the purpose of matching, the Nurse's SPP is automatically made available within the secure environment of the technology partner platform, rocketnurse.ph.

3.1.10. This includes the display of matching results to corporate clients who have published job openings via COLPUNO. The SPP, and the related matching results, are mirrored and made accessible to those specific corporates or their verified representatives (e.g. DMW-accredited agencies), strictly limited to the purpose of evaluating potential matches based on the nurse's profile.

3.1.11. In specific cases, COLPUNO also enables matching based on job openings identified via automated crawling technology.

3.1.12. These matching results may relate to local employers or DMW-accredited agencies who are not yet registered on our technology partner platform, rocketnurse.ph/rocketnurse.com. Such matching results are specially marked on COLPUNO, allowing the Nurse to clearly recognize that this match refers to a potential job opening outside of the rocketnurse.ph/rocketnurse.com ecosystem.

3.1.13. When a Nurse expresses interest in such a match, COLPUNO will — on behalf of the Nurse — send a notification email to the respective employer or agency. This notification contains a secure link granting the employer or agency access to the relevant matching result and the Nurse's profile data (SPP), strictly for the purpose of facilitating potential contact.

3.1.14. This outreach mechanism is initiated solely based on the Nurse's interest and consent and aims to enable direct communication with carefully identified potential employers and DMW-accredited agencies of the existing platform ecosystem, while maintaining data protection and transparency throughout the process.

3.2. Prices, Terms of Payment, Obligations

The use of COLPUNO, the creation of the SPP and the use of all services and products are free of charge for the Nurse.

3.3. Term and Cancellation

3.3.1. Unless otherwise agreed between PCI and the Nurses, subject to the following provisions, contracts during the beta phase for the COLPUNO services shall be deemed to be contracts of indefinite duration.

3.3.2. The Nurse can request the deletion of her profile from PCI at any time during the beta phase (by email to info@colpuno.com).

3.3.3. The contractual relationship may be terminated by PCI vis-à-vis COLPUNO customers at any time during the beta phase without notice and without stating reasons (in particular, however, in the event of use contrary to the contract and/or the law).

3.3.4. PCI may delete the Nurse's profile. If PCI cancels the contract with a Nurse, PCI accepts no responsibility for lost contact opportunities or contacts that have already been initiated in the context of matchings.

3.3.5. Cancellations by PCI shall be made in writing to the postal or email address provided by the COLPUNO customer. If these contact details of the COLPUNO customer are no longer correct and PCI has not been informed of a change in writing, the cancellation shall be deemed to have been made with legal effect upon dispatch to the known postal or email address.

4. Crawling Technology

4.1. In addition, COLPUNO may display job openings identified through automated crawling technology. These crawled job openings originate from publicly accessible sources and may relate to local employers or DMW-accredited agencies who are not yet registered on rocketnurse.ph/rocketnurse.com, but whose postings are algorithmically matched with nurse profiles. In case of such algorithmic matching the exposition of contact details will require separate and individual consent by the Nurse (for such purposes a pop up will appear in order to confirm consent). PCI accepts no liability for the accuracy or completeness of this data. PCI endeavors to prevent any unauthorized use of the data published on COLPUNO by third parties. However, any liability on the part of PCI in the event of such unauthorized use is expressly excluded.

4.2. PCI accepts no liability for the quality and/or correctness of the test results, the search processes and/or results or for the matching results, or AI-generated profile data. This includes, but is not limited to, automatically generated profiles based on CV parsing or similar automated data extraction and interpretation processes.

4.3. PCI shall not be held liable for any damages, losses, or claims of any kind that may arise for the Nurse or third parties due to inaccurate, false, or misleading information submitted by the Nurse.

5. Third-party Services

5.1. In connection with the use of COLPUNO services, the COLUNO customer may utilize third-party services, in particular by the Nurse in the context of the creation of their SPP (see section 3.1 COLPUNO services and products for nurses above).

5.2. In these cases, the COLPUNO customer concludes a contract directly with the respective third-party provider. PCI accepts no responsibility whatsoever for the provision of these third-party services

5.3. For details, see the PCI Privacy Notice.

6. Warranty and Liability

6.1. Warranty and Liability PCI

6.1.1. PCI assumes no liability whatsoever for compliance with the legal regulations applicable locally to the respective corporate company and to be complied with by the latter, in particular not on the basis of Philippine law arising from and in connection with any license requirements.

6.1.2. PCI provides its services carefully and professionally. However, PCI cannot guarantee uninterrupted availability and freedom from errors of the COLPUNO services. In particular, PCI shall not be liable for any operational interruptions and/or technical faults and their effects on the COLPUNO services.

6.1.3. The job vacancies accessible on COLPUNO originate from corporate clients who have published a job advert and/or from job feeds from partner companies. PCI accepts no liability for the accuracy or completeness of this data. PCI endeavours to prevent any unauthorized use of the data published on COLPUNO by third parties. However, any liability on the part of PCI in the event of unauthorized use by third parties is expressly excluded.

6.1.4. The job vacancies accessible on COLPUNO originate from various verified sources. These include corporate clients such as local employers or their representatives (e.g., recruitment agencies), as well as DMW-accredited agencies verified via our technology partner platform, rocketnurse.ph/rocketnurse.com.

6.1.5. The non-appearance or incorrect appearance of a job advert or profile does not entitle the applicant to assert any claims against PCI.

6.1.6. However, the COLPUNO customer shall be entitled to demand the correct publication of the non-published or incorrectly published advertisement or profile.

6.1.7. In any case, any liability of PCI shall be limited to unlawful intent or gross negligence. PCI shall not be liable for damages resulting from slight negligence (irrespective of the legal basis). Liability for indirect or consequential damages, in particular reimbursement of expenses, damage and/or loss of data, loss of profit, damages caused by use of the COLPUNO services by the COLPUNO customer or other third parties contrary to contract, law or purpose or damages caused by force majeure shall be excluded to the extent permitted by law.

6.2. Liability of COLPUNO Customers in general

6.2.1. The Nurses shall be liable to PCI, irrespective of fault, for all damages and costs caused as a result of a breach of these GTC or other parts of the contract and shall indemnify PCI in full against all claims asserted against PCI by third parties (including governments) as a result of the use of the COLPUNO platforms by COLPUNO customers. The damages to be compensated shall also include reasonable legal costs. PCI shall immediately inform the relevant COLPUNO customer of any claim asserted by a third party.

6.2.2. PCI shall also have the right to immediately terminate the contract with the COLPUNO customer and/or refuse the COLPUNO customer further use of the contractual services in cases of use in breach of contract.

7. Terms of Use (Obligations of COLPUNO Customers)

7.1. General Information

Any use of the COLPUNO services on COLPUNO by COLPUNO customers are subject to the following terms of use.

7.2. Authorized Use

7.2.1. COLPUNO customers shall be responsible for using the COLPUNO Services on the COLPUNO in accordance with the law and the contract and shall always comply with the Swiss legal system, in particular criminal law, the Federal Act on Data Protection including implementing provisions, intangible property rights and any applicable foreign law during use.

7.2.2. Each COLPUNO customer shall be solely and personally liable for the legality, accuracy and completeness of the content made available or entered by it for publication on the COLPUNO platforms. Each COLPUNO customer shall be solely and personally responsible for the careful and confidential storage of its user data (in particular usernames and passwords) and for all activities carried out via its access.

7.2.3. No data entered by COLPUNO customers, in but not limited to the COLPUNO account profile or in the social media profiles may infringe the intellectual property rights of third parties, personal rights or other rights of third parties.

7.2.4. COLPUNO customers are solely responsible for the content of their COLPUNO account profile and their social media profiles. They guarantee that the information contained therein is correct and up-to-date.

7.2.5. Every COLPUNO customer undertakes not to publish any unlawful content on the COLPUNO platforms, in particular content of a racist, pornographic or defamatory nature.

7.2.6. Any intentional or negligent misrepresentation of information as well as unauthorized use may result in consequences including, but not limited to exclusion from the COLPUNO system, blacklisting of the nurse's account, and, where applicable, notification to the Philippine Department of Migrant Workers (DMW) or other relevant authorities.

7.3. Registration and Confidentiality

7.3.1. When registering, the COLPUNO customer is obliged to provide correct and truthful information ("user data") and to update it in the event of changes.

7.3.2. The COLPUNO customer shall be responsible for maintaining the confidentiality of its user data and shall ensure that it is protected against unauthorized access by third parties. If a COLPUNO customer suspects unauthorized use of its user data, it is obliged to report this to PCI immediately (support@colpuno.com). In the event of misuse of the user data, whether by the COLPUNO customer or by third parties, PCI reserves the right to immediately block and, if necessary, delete the relevant account and to immediately terminate the contract with the COLPUNO customer.

7.4. Third Country Recruitment (TCR)

In certain cases, the use of COLPUNO may result in a so-called Third Country Recruitment (TCR) constellation. This situation typically arises when:
the Nurse is a Filipino national,
currently residing and/or employed in a country outside the Philippines, and
a potential new job opportunity is located in a different country outside the Philippines than the Nurse's current country of residence.

Nurses are expressly informed that in such cases specific rules under Philippine law (particularly the Department of Migrant Workers (DMW-regulations) apply).

Accordingly, the Nurse acknowledges and agrees that:
any current contractual or employment obligations with an existing employer must be duly respected and fulfilled before entering into a new employment relationship;
the Nurse is required to coordinate with a duly licensed Philippine recruitment agency responsible for the new job opportunity;
the Nurse must follow the guidance and instructions of such Philippine recruitment agency to ensure proper and lawful deployment under DMW regulations.

The Nurse understands that any attempt to bypass these requirements (e.g. direct transfer from one foreign country to another without compliance with DMW procedures) may constitute a violation of Philippine law and can lead to legal or administrative consequences.

8. Data Protection

PCI undertakes to process personal data of COLPUNO customers, in particular registration data, carefully and in accordance with the applicable data protection law. PCI processes the data in accordance with the Privacy Notice. PCI's Privacy Notice is an integral part of these GTCs and thus of the contract between PCI and COLPUNO customers.

9. Intellectual Property Rights

9.1. The software developed by PCI and the entire content of the COLPUNO services and COLPUNO platforms is protected by copyright and belongs either to PCI itself or to third parties and may not be copied, edited, distributed or otherwise modified without the consent of PCI or the third party. This also applies to images and/or sound marks and logos.

9.2. PCI grants the COLPUNO customer the non-transferable and non-exclusive right to use and utilize the intellectual property rights made available as part of the COLPUNO services for the duration of the contract. All corresponding rights to existing intellectual property or other intellectual property rights that arise during the fulfilment of the contract shall remain or arise in full with PCI or the authorized third parties. If claims are asserted against PCI by third parties due to infringements of intellectual property rights for which the COLPUNO customer is responsible, the COLPUNO customer hereby expressly undertakes to indemnify PCI in full.

10. Final Provisions

10.1. Contract Amendments

10.1.1. PCI reserves the right to change contractual services, conditions and all other contractual agreements including these GTC at any time.

10.1.2. Any amendments to these GTC shall be notified to the COLPUNO customer in an appropriate manner. If the COLPUNO customer continues to use the COLPUNO services after notification of the changes, it thereby accepts the changes.

10.2. Assignment

Transfers of rights and obligations of the COLPUNO customer under this contract shall require the written consent of PCI.

10.3. Offsetting Exclusion

By concluding the contract, the COLPUNO customer waives its right to set-off for claims which it has or believes it has against PCI.

10.4. Severability Clause

Should a provision of these GTC be or become void or invalid, this shall not affect the remaining part of the GTC. Void or invalid provisions shall be replaced by provisions that are valid and come closest to the economic purpose of the void or invalid provision. The same procedure shall be followed if a gap in the contract arises or a provision proves to be unenforceable.

10.5. Written Form

Any amendments or additions to the contract between PCI and the COLPUNO customer, including these GTCs, must be made in writing, subject to any contractual agreements or provisions of these GTCs to the contrary, and subject to the clause concerning contractual amendments in these GTCs.

10.6. Applicable Law

Subject to any mandatory statutory provisions to the contrary, Swiss law shall apply to all contractual relationships between PCI and the COLPUNO customer to the exclusion of private international law (including the Vienna Sales Convention).

10.7. Place of Jurisdiction

The exclusive place of jurisdiction for all disputes arising from this contractual relationship shall be at the registered office of PCI, subject to any mandatory places of jurisdiction.

Version Date: 27. August 2025
Version No.: 1.0