General terms and conditions

Preliminary provisions

1.1 OWH. These General Terms and Conditions (hereinafter referred to as "GTC") are an integral part of the Software License Agreement concluded between the Supplier on the one hand and the Customer on the other hand. The relationship between the Supplier and the Customer regarding the Software shall be governed by the License Agreement together with the GTC. Any provisions to the contrary in the License Agreement shall prevail over the provisions of the GTC.

1.2 Customer Statement. By entering into the License Agreement, the Customer represents that it has carefully read these T&C, agrees to be bound by them and knowingly accepts that they become part of the License Agreement in the version in effect at the time the order is placed.

1.3 Written form. If the License Agreement or the T&Cs require a written form for certain legal actions, they may be executed in writing in paper or electronic form using Customer's Authorized Email Address and Supplier's contact email address. No electronic signature form is then required.

2. Definitions

2.1 Supplier. The Supplier is PINYA s.r.o., REGON: 293 12 922, with its registered office at ul. Tuśranka 1222/115, Slatina, 627 00 Brno, entered in the Commercial Register kept by the District Court in Brno, Branch C, file number 73455.

2.2 Contact e-mail address of the Supplier. The Supplier's contact e-mail address is polska@pinya.hr.

2.3. Client. A Customer is any natural or legal person who registers on the Provider's Website.

2.4 Authorised e-mail address of the Customer. The Customer's authorised email address is the email address verified by the Supplier, which the Customer provides during registration or updates via the user interface. Delivery of an electronic message to this address shall be deemed to be a valid delivery to the Customer. The Supplier shall be deemed to have sent such email when it is delivered. The sending of a message from this address to the Supplier's contact e-mail address shall be deemed to be a binding action of the Customer towards the Supplier. No electronic signature is required for such messages.

2.5 Parties. Supplier and Customer.

2.6. Third party. A third party is any natural or legal person other than the Supplier and the Customer. A third party does not include companies which are in a relationship with the Customer as subsidiaries or dominant entities within the meaning of Article 74 et seq. of Act No. 90/2012 Coll., on Commercial Companies and Cooperatives, or which are part of the same concern within the meaning of Article 79 of the same Act.

2.7. Software. The Software is the Supplier's software product designated as "PINYA HR", which is designed to manage HR processes in the Company. The characteristics and description of the Software modules are available on the Supplier's website. The Software is a work of authorship, to which all property rights are vested exclusively in the Supplier.

2.8. Order. An order is a legal act of the Customer in which he expresses his will to be bound by its contents. By placing an Order, the Customer orders, for a fee, the right to use the Software.

2.9. Licence. A license is the right to use the Software.

2.10. Licence Agreement. The License Agreement is a contractual relationship between the Supplier and the Customer, under which the Supplier agrees to grant the Customer the right to use the Software and the Customer agrees to pay the Supplier the Price, unless otherwise provided in the GTC (Test Period).

2.12. Price list. The Pricing Schedule is a detailed list of Provider's current pricing for Software Access Licenses and other Provider products and services. The current Pricing Schedule is available on the Provider's Website or in the specific Customer's user interface.

2.13. Price. The Price is the fee for the grant of the License, set in the amount and manner set forth in the License Agreement.

2.14. User interface. The User Interface is the web interface available to Customer upon registration via the Internet at https://admin.pinya.hr, where Customer may place Orders, manage its Licenses, set Software parameters, use the Services and obtain additional information about Supplier's products.

2.15. Activation. Activation means launching and making the Software available to the Customer after the Order has been placed and confirmed by the Supplier by sending an information e-mail.

2.16. Active user account. An active user account is an account created by the Customer for individual users who have separate identities, login credentials, an assigned License and are not marked as inactive in the system.

2.17. Supplier's website . The Supplier's website can be found at www.pl.pinya.hr.

2.18. Ambassador Club. This is a special group of Clients whose aim is to use the importance and added value of personal recommendations to promote the products or services, not only of the Supplier, but also of the Ambassador Club members themselves. Candidates for Ambassador Club membership are selected on the basis of their commitment, brand loyalty and interest in participating in promotional activities.

2.19 Rules of interpretation. Unless otherwise specified in further quantitative arrangements, wherever the GTC refers to Licence(s), this refers to all Licences of a single Customer.

3. Customer Registration and Order

3.1 Registration and Test Period. You may use the Software free of charge (the "Trial Period") through the Provider's website by clicking on the "TRY FOR FREE" link. This is the address under which the Customer registers .

Registration is done by filling in and sending the registration form on the Supplier's website. During registration, the Customer is obliged to provide correct and complete data concerning the Customer's employment and the person making the registration, including fields marked as mandatory (hereinafter referred to as "Mandatory Personal Data"). Without providing the Mandatory Personal Data, it is not possible to complete the Registration process and place an Order. The Customer may supplement or change the provided data at any time within the user interface. Upon completion of the registration, the Customer will receive a generated Customer Name and password, which the Supplier will send by confirmation e-mail to the Customer's Authorized e-mail address. In the event of loss of the password, etc., the Supplier will generate a new password at the Customer's request.

Registration entitles the Customer to a free license for a period of 14 (fourteen) days to familiarize itself with the Software. If the Customer fails to place an Order after the expiry of this period, the free license will expire without further obligation between the Parties.

3.2 Consent to the T&Cs upon registration. You must read these T&Cs before completing your registration. Consent to the T&Cs is a necessary condition for completing and conducting your registration and using the Software and services. Consent is expressed by checking the box "By submitting the form I agree to the General Terms and Conditions", which is located in the registration form.

3.3. Order. Placing an Order is possible only through the user interface after prior registration of the Customer. The Order is made by filling in and sending the order form placed in the user interface. In the Order, the Customer specifies the expected number of Licenses, the billing period (monthly) and billing data. The billing period also corresponds to the period for which the Customer orders the License. A separate License is required for each active system user account. The minimum number of ordered Licenses for the Software is 5 (five).

3.4 Consent to the GTC for the Order. You must read these GTC before completing the Order. Your consent to the GTC is a condition precedent to completing and executing the Order and using the Software and Services. Consent is expressed by checking the box "By submitting the form I agree to the General Terms and Conditions", which is located in the Order form.

3.5 Conclusion of the License Agreement. With the exception of the procedure applicable to the Test Period, after placing an Order, the Supplier shall send the Customer an electronic confirmation of the Order acceptance to the Customer's Authorised e-mail address. The moment of delivery of this electronic confirmation to the Customer's Authorised e-mail address constitutes the moment of conclusion of the Licence Agreement between the Customer and the Supplier.

3.6 Cost Coverage: The customer may place an order for additional services, custom training, integration with third-party software (ERP, timesheet, Power BI, Sharepoint, etc.), custom implementation/data import, etc. The Customer shall pay the Supplier the price agreed in advance for the execution of such an order. In the event of cancellation of the order by the Customer before the completion of its implementation or when the order execution is not possible, the Customer is obliged to cover the cost of the work already performed by the Supplier, including the expenses incurred, on the basis of the settlement sent by the Supplier.

Similarly, this provision shall apply if the Order cannot be fulfilled for any reason attributable to the Customer or if, after preliminary analysis, the Supplier determines that fulfilment of the Order is not possible.

3.7 Removal of doubts concerning the content of the Order. In order to remove any doubts as to the content of the Order and to minimize any disputes between the Parties, the Supplier reserves the right to request from the Customer additional confirmation of the submitted Order. In such case, the Supplier is not obliged to provide the service until the Customer confirms the correctness of the Order. The Supplier shall be entitled to do so especially in the case of an unusually large number of ordered Licenses.

3.8. Membership of the Ambassador Club. Any Customer (natural or legal person) may become a member of the Ambassador Club by making arrangements by telephone/email/in person or through the Supplier's website - i.e. at https://www.pl.pinya.hr/klub-ambasadorow . On the indicated website only exemplary terms of membership are presented, which serve as an initial proposal for cooperation.

In accordance with prior communication with the Client, the Supplier will develop individual terms and conditions for joining the Ambassador Club, reflecting the capabilities and/or requirements of the Client and their specific resources. These terms and conditions will then be implemented in the User Interface system available at: https://admin.pinya.hr. Their acceptance in the User Interface by the applicant (Client) is necessary to activate membership and enjoy all the benefits offered by Ambassador Club membership. The approved terms and conditions are available in the 'Administration' section of the User Interface.

Customers who became members of the Ambassador Club before 1 May 2024 will receive updated membership terms and conditions via the User Interface, but no further confirmation will be required. The membership of such Customers is considered to be still valid on the basis of the consent given before 1 May 2024.

The decision to join the Ambassador Club lies with the Supplier, who will assess each request on an individual basis. In the event of repeated non-compliance by the Customer with its obligations to the Supplier, the Supplier shall have the right to cancel the Customer's membership in the Ambassador Club.

4. Licence conditions

4.1 Grant of License. The Supplier grants the License on the following terms and conditions based on the Supplier's confirmed Order and simultaneous activation of the Software.

4.2 Limitations of the License. Except for the License available under the Test Period, the License is granted for a fee, for a limited period of time, is non-exclusive, to the extent used for the proper and typical use of the Software, with limitations in accordance with Section 4.3 of these GTC. Except as expressly provided in these GTC, Customer may not copy the Software beyond the number of copies for which the License is granted, nor modify, analyze, decompile, disassemble, decrypt, or take any other action with the source code of the Software to extract the source code or obtain information about the algorithms used in the Software, nor permit any third party to do so. You shall not lend, rent or otherwise make the Software available to any third party. Customer shall protect its login credentials from unauthorized use by third parties. Customer shall also not distribute the Software or transfer or assign the License to a third party without the prior written consent of Provider.

4.3 Duration of the License: The license is granted by the Provider for a period of 1 month. If neither Party notifies the other Party in writing, not later than 14 (fourteen) days before the expiry of the agreed License Term, that it is not interested in extending the License Term, the License shall be automatically extended for another month, under the same terms and conditions, except for the price, which shall be determined in accordance with the current Price List within the meaning of Article 2.12 of the GTC, unless the Parties agree otherwise.

4.4 Expiry of the Licence. The Customer acknowledges that on the date of expiry of the Licence the Supplier will block the Customer's access to the Software. Upon the expiration of three (3) months from the expiration of the License, the backup copy and thus all data on the servers that the Customer has provided to the Supplier in accordance with the License Agreement shall be deleted.

It is the Customer who must take care of the preparation of the data backup, for his own technical and financial purposes. The Supplier is under no obligation to back up data and is not liable for any damages to the Customer or third parties arising from loss of data. The Supplier backs up data as standard only as part of the service provided by the cloud provider, Microsoft Azure, in accordance with Article 7.4 of the GTC.

4.5. Rights to trademarks and other intellectual property rights. You acknowledge that the License does not authorize you to use the Provider's trade name, or its trademark, logo, domain name or any other elements of the Provider's intellectual property, except for the Software. The Customer is entitled to use them solely for the purpose of informing and/or communicating to the public that it is using the Software.

4.6 Violation of the terms and conditions of the License. In the event of a violation of the terms and conditions of the License by the Customer, the Provider shall be entitled to demand a contractual penalty of PLN 10,000 for each instance of violation. The contractual penalty shall be payable on the basis of the Supplier's demand sent to the Customer's Authorised e-mail address. The Supplier is also entitled to withdraw from the License Agreement. However, neither withdrawal from the agreement nor payment of the contractual penalty shall affect the Supplier's right to claim damages in full.

4.7 Software parameters. The parameters of the Software may be freely configured in accordance with Customer's specific needs. Individual parameters of the Software are set directly by the Customer. The Supplier expressly informs the Customer that the parameters must be configured in such a way that they do not violate the applicable laws, in particular the laws concerning the protection of personal data of those persons whose data is stored.

4.8. Updates. The Customer's valid License includes the right to upgrade the Software to a newer version and the right to extend the Software with new modules that Supplier will include in the future as part of the standard content of the Software.

5. Price and payment terms

5.1 Invoice. The price for the License shall be paid by the Customer on the basis of an advance invoice issued by the Service Provider with a payment term of 7 days from the date of issue. The advance invoice for the License shall be issued to the Customer by the 5th working day from the date of receipt of the Order based on the number of Active User Accounts. The invoice shall be issued on the 1st calendar day of each month. Upon payment of the advance invoice, the Customer will be issued a tax document in the form of a sales invoice.

Other sales invoices, arising from the relationship between the Service Provider and the Customer in accordance with the General Terms and Conditions, have a payment term of 14 days from the date of issue.

5.2 Delay in payment. Advance invoices are issued with a payment term of 7 days, while sales invoices have a payment term of 14 days from the date of issue. In the event that the Customer is in default in payment of the Price or any other monetary obligation to the Service Provider for a period longer than ten (10) days, the Service Provider shall have the right to block the Customer's access to use the Software and the right to withdraw from performance of the License Agreement.

5.3. VAT. VAT will be added in the amount in accordance with the legal provisions in force at the date of the taxable service.

6. Third Party Servers and other services

6.1 Cloud environment. Customer acknowledges that Service Provider provides a cloud environment for storing any Customer data obtained as a result of the Software on the servers of Third Parties, specifically Microsoft Corporation.

6.2 Digital signature. As part of the Software, the Service Provider enables the Customer to use digital signature services as part of the company documentation. This service uses the DigiSign application. The Customer acknowledges that when using this service, the signed document will be sent to the server of a third party, i.e. Digital Solutions s.r.o.

6.3 Other services. Pursuant to the License Agreement, the Service Provider shall provide the Customer with Software management (i.e. updating the Software on the server part of the Software). Services such as archiving of documents and data entered into the Software are not part of the License Agreement, but may be ordered individually from the Service Provider under a separate agreement for an agreed fee.

6.4 Failure. The Service Provider shall monitor the operation of the server part of the Software. In the event of a failure or downtime of the server part of the Software, the Service Provider shall provide repair within a reasonable time in accordance with the rules set forth in Article 7 of the GTC. Failure or downtime of the Customer's part of the Software shall be resolved by the Customer (e.g. by reinstalling, repairing settings, etc.).

7. Support

7.1 Support hours. The Service Provider provides basic support on working days in Polish and/or English during working hours from 8:00 a.m. to 5:00 p.m. via e-mail (support@pinya.hr) or helpdesk (https://admin.pinya.hr/Support).

7.2. Level of priority. The service provider shall start the analysis of reported problems in the following timeframe:

Response time limits are calculated within the support hours (i.e. the Service Provider's working hours). The maximum repair time is counted from the moment the analysis of the reported problem starts. The priority of the reported problem is decided solely by the Service Provider.

Critical Priority - The software is not useful in its basic functions,

Medium priority - The software is not fully functional, the basic functions are useful, but with limitations,

Low priority - Software is not fully functional, some functions of the Software are limited (not basic functions), there are no severe limitations in access to the Software.

7.3 Start of the calculation of the Response Time: For the calculation of the Response Time the time of the support request is always decisive. If the Service Provider does not complete the reported problem within the first few hours, it shall continue solving it after a break in the following working days depending on the priority level.

7.4 Data backups: The Service Provider performs daily backups of the applications, usually at 24:00. Individual backups shall be kept for a period of 30 days after their creation. The database is backed up 3 times a day, usually at 13:00, 21:00 and 24:00. These backups are kept for 3 months after their creation.

8. Rights and obligations

• 8.1 Customer Statement. The Customer represents and warrants to the Service Provider that: all data provided by the Customer during Registration is true, complete and correct,
• has familiarised himself/herself with the presentation of the Software on the Service Provider's website, its characteristics, functions and capabilities - before placing an order,
• will use the Software in accordance with its intended use and applicable law,
• is aware that as a result of suspension or change in service, you may temporarily or permanently lose access to all data stored within the Software,

is aware that, unless otherwise agreed in the License Agreement, the Service Provider is not obliged to and does not make backup copies of the Customer's data in the Software.

8.2 General Customer Obligations. Notwithstanding any other provision of these GTC, the Customer further agrees that:

• ensure the confidentiality of all identification data and passwords necessary to log in to the user interface and the Software, and in particular shall not disclose such identification data and passwords to any third party,
• in the event that he/she discovers that his/her identification data and/or passwords have been misused by any third party, he/she shall immediately notify the Service Provider,
• will not, in connection with the use of the Software, engage in any unlawful or unethical conduct, including, without limitation, the use of the Software in a manner that would cause such conduct,
• will not take any action that could disrupt or damage the Software (including related networks and/or servers),
• ensure that the Customer's Authorised Email is the functional address of the statutory body if the Customer is a legal person, or the address of the Customer itself - a natural person,
• The user interface is the main communication channel for general commercial and legal communication with the Service Provider, therefore the Client is obliged to ensure regular control and monitoring of the information sent by the Service Provider. A message sent via the User Interface is deemed to have been delivered when entered into the User Interface (https://admin.pinya.hr),
• notify the Service Provider immediately upon discovering the malfunction and/or failure of any part of the Software,
• in connection with the use of the Software shall in no way infringe the rights of the Service Provider or Third Parties,
• upon termination of the Active User Account, the Customer is obliged to delete all data placed on this account. The Service Provider shall not be liable for the data entered into the Active User Account by the Client.

9. Protection of personal data

9.1 Personal data. The Service Provider undertakes to process all personal data of the Customer in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the so-called RODO) and Act No. 110/2019 Coll. on the protection of personal data in the current wording. Data will be processed only by employees and persons cooperating with the Service Provider, to the extent necessary to provide the Service Provider's services in accordance with the License Agreement and these T&C, and will be made available only to authorized persons.

9.2 Principles of personal data processing. Within the framework of the contractual relationship between the Service Provider and the Client, the Service Provider acts as an administrator with respect to the Client's personal data. This relationship is governed by PINYA HR's Personal Data Protection Policy, which is available here and whose content was accepted by the Client during registration.

9.3 Personal data processing agreement. It should be noted that the personal data provided by the Customer to the Service Provider as part of the use of the Software is only processed by the Service Provider. In this relationship, the Service Provider acts as a processor and the Client as an administrator. During registration, by concluding the License Agreement and accepting these GTC, the Customer and the Service Provider also conclude a Personal Data Processing Agreement, which is part of the GTC. The content of the Personal Data Processing Agreement is available here.

9.4 Relationship to the Licence Agreement. The processing of personal data described in paragraph 9.3 of the T&C is only possible under the RDPO on the basis of a written agreement. The effectiveness of the License Agreement is dependent on the effectiveness of the Personal Data Processing Agreement. In the event that the Personal Data Processing Agreement expires, either Party has the right to withdraw from the License Agreement.

9.5 Promotion. The Service Provider shall be entitled to include information that the Customer uses the Software in promotional materials, on social networking sites and on its website. The Service Provider may mark the Client with the Client's name and/or logo.

9.6. Monitoring of activities. The Customer acknowledges and agrees that the Service Provider is entitled to monitor and further use for its own statistical purposes the data concerning the Customer's activities in the Software, in particular the use of particular functions of the Software and its modules.

10. Other provisions

10.1 Confidentiality. The Parties agree to maintain the confidentiality of personal data, confidential information and trade secrets that they provide to each other or that are disclosed in connection with their relationship under the License Agreement and use of the Software. In particular, the Parties agree not to disseminate, copy or take any action that could lead to the disclosure of such information to Third Parties. The Parties also undertake to maintain confidentiality with respect to other circumstances, the disclosure of which to Third Parties could in any way prejudice the legal and/or commercial interests and/or goodwill of the other Party or its business partners and/or customers.10.2. Exclusion of license. The disclosure of information falling within the scope of trade secrets or confidential information does not constitute a basis for the grant of a license, trademark, patent, right to use or distribute a work, or any other intellectual or industrial property right.

10.3 Illegal Activities of the Customer. In the event that the Customer uses the Software in a manner inconsistent with the GTC, the License Agreement or applicable law, the Service Provider shall be entitled to draw the Customer's attention to it and to set an appropriate deadline for the Customer to take corrective action. If the Customer fails to make the corrections within the time limit set, the Service Provider shall be entitled to withdraw from the License Agreement and block the Customer's access to the Software without the Customer's right to compensation for any damage resulting therefrom. The Service Provider shall not be obliged to warn the Client of the illegality of his/her actions and may terminate the License Agreement and block the Software in the manner specified in this clause immediately if the Client's illegal actions directly threaten to cause damage to the Service Provider.

10.4 Exclusion of liability. The Parties undertake to use their best endeavours to prevent and minimise any damage. Neither Party shall be liable for damage caused by false information received from the other Party. In particular, the Service Provider shall not be liable for the correctness of templates, settings and the implementation of the deadline control system, as full control over the settings of templates, documents, length of deadlines or time lies with the Client and its Clients. The Service Provider shall not be liable for defects or damages caused by defects in the Software or its erroneous results, if caused by the Client, Third Parties or circumstances excluding the Service Provider's liability. The Service Provider shall not be liable for defects or damages caused in particular by the Client's input of incorrect data into the Software, the Client's incorrect conduct when inputting information, importing files into the Software or incorrect interpretation of data from the Software, infection of the Client's local network or directly the Client's computer with computer viruses, other inadequate operation in the Software, damage caused by incorrect operation of technical equipment, operating system or network. The Service Provider shall also not be liable for defects or damages caused by malfunctioning of third party programs that are used by the Software. The Service Provider shall not be liable for any limitation of the Software's functionality caused by interruptions or failures of the Internet connection.

The Service Provider shall not be liable for any damage suffered by the Customer as a result of using the Software in violation of the law, the License Agreement or the instructions for use of the Software.

The Service Provider shall not be liable for any lost profits or other indirect damages incurred by the Customer resulting from the inability to use the Software within the agreed scope. The Service Provider shall not be liable for the functionality of applications and/or Software components provided by Third Parties which are used by the Software.

The Service Provider shall be liable for damage expressly caused by the Service Provider. The Parties expressly agree that the Client's right to compensation for such damage is limited to a maximum amount corresponding to the annual Price for 1 (one) License, and the Client shall not be entitled to compensation in excess of this amount.

The Service Provider shall not be liable for any consequential or other damages. The Service Provider shall not be liable for any damage or other harm resulting from the use of the Software due to force majeure.

10.5 Technical break. The Customer acknowledges that the Service Provider is entitled to conduct short-term technical interruptions, including multiple interruptions (for the purpose of maintaining and/or updating the Software). A technical interruption does not entitle the Customer to compensation or a discount on CCennik.

11. Final provisions

11.1. Legal regime. All legal relations arising out of and in connection with the License Agreement shall be governed by the laws of the Czech Republic, in particular the provisions of the Civil Code. The choice of the law of the Czech Republic as the applicable law is made in accordance with Regulation (EC) No 593/2008 of the European Parliament and of the Council (internationally known as Rome I), which allows the parties to choose the law applicable to their contractual relationship.

11.2 Changes to the GTC or Price List. The Service Provider has the right to change the GTC or the Price List at any time. The Service Provider shall provide the Client with the new wording of the GTC or Price List at least 30 (thirty) days in advance of the date from which the new wording shall take effect. In the event of disagreement with the new wording of the GTC or Price List, the Client shall have the right to terminate the License Agreement in writing by the date from which the new wording of the GTC or Price List is to take effect. The notice period shall be one (1) month and shall commence on the first (1st) day of the calendar month following the month in which the notice of termination is effectively served. If the Customer fails to do so, the new wording of the GTC or Price List shall be effective from the date of its entry into force. If the Customer terminates the Licence Agreement for failure to agree to the new wording of the GTC or Price List, the original wording of the GTC or Price List shall apply during the period of termination. The above circumstances do not apply if the Customer has not indicated in the notice of termination that it is terminating the License Agreement due to disagreement with the new T&C or Price List.

11.3 Cancellations in the GTC. If an appeal in the GTC to another provision of the GTC is erroneous, such appeal shall be to the provision of the GTC which best corresponds to the meaning of the appeal made.

11.4 Disputes arising out of the License Agreement. All disputes arising out of the License Agreement (including disputes relating to its execution and maturity) or in connection with the provision and use of the Software shall be resolved amicably by the Parties in the first instance. If this is not possible, the Parties agree that the Czech courts shall have jurisdiction to hear and determine the matter and the court of the Service Provider's registered office shall have jurisdiction.

11.5 Effectiveness. These GTC shall be effective from 1.06.2024.