General Terms and Conditions valid from 1 November 2022

1. Introductory provisions

1.1. These General Terms and Conditions (hereinafter referred to as "GTC") are an integral part of the Software License Agreement concluded between the Provider on the one hand and the User on the other hand. The relationship between the Provider and the User regarding the Software is governed by the License Agreement including the GTC. Any deviating provisions in the License Agreement shall prevail over the wording of the GTC.

1.2 User Statement. By entering into the Licence Agreement, the User declares that he/she has duly and fully read these GTC, agrees to be bound by them and is aware that they become part of the Licence Agreement in the version in force when the order is placed.

1.3 Written form. If the License Agreement or the GTC require a written form for legal actions, they may be made in writing in paper or electronic form using the User's Authorized Email and the Provider's contact email. An electronic signature is not required.

2. Definition

2.1 Provider. The Provider is the company PINYA s.r.o., ID No.: 293 12 922, with registered office at Tuřanka 1222/115, Slatina,627 00 Brno, registered in the Commercial Register maintained by the Regional Court in Brno, Section C, Insert 73455.

2.2. Provider's contact email. The Provider's contact email is brno@pinya.cz.

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

2.4. Authorized email of the User. The User's authorized email means the email address verified by the Provider, which the User enters during registration or updates via the User Interface. Delivery of an electronic message to this address shall be deemed to constitute full delivery to the User. Sending a data message from this address to the Provider's contact email is considered a binding action taken directly by the User towards the Provider. An electronic signature is not required on such messages.

2.5 Parties. Provider and User.

2.6 Third Party. A third party is any natural or legal person other than the Provider and the User.

2.7 Software. The Software is the Provider's software product designated as "PINYA HR cloud", which is intended for the management of corporate HR processes. The characteristics and description of the Software modules are located on the Provider's website. The Software is a copyrighted work to which the Provider exercises all property rights exclusively.

2.8 Order. An order is a legal act of the User by which he expresses his will to be bound by its content. With an Order, the User orders the right to use the Software for a fee.

2.9. Licence. The License is the right to use the Software.

2.10. License Agreement. License Agreement means a contractual relationship between the Provider and the User, on the basis of which the Provider undertakes to grant the User the right to use the Software, and the User undertakes to pay the Provider the Price unless otherwise provided in the GTC (Trial Operation).

2.11. Installation. Installation shall mean the implementation of the server part of the Software on a secure cloud storage provided by the Provider (hereinafter referred to as "Private Cloud"). The cloud storage for the Provider is provided by Microsoft Corporation, Microsoft® Azure platform.

2.12. Price list. Pricing means a specific breakdown of Provider's current pricing for Software Licenses and Provider's other products and services. The current Price List is located on the Provider's Website or in the User Interface of a particular User.

2.13. Price. Price means the consideration for the provision of the Licenses agreed in the amount and manner set forth in the License Agreement. Where these T&C refer to payment/payment of the Price, it means payment of the Price for 1(one) month of the Licence term or payment of the Price for the discounted annual period according to the agreed payment interval (see paragraph 5.2 of the T&C).

2.14. User interface. The User Interface is a web interface accessible to the User after registration via the Internet, where the User, in particular, places Orders, manages its Licenses, sets the parameters of the Software, uses and sets up services and obtains other information about the Provider's products.

2.15. Activation. Activation shall mean making the Software operational and available to the User. Upon payment of the price, the relevant number of licenses will be activated and the User will receive an information email about the activation.

2.16. Provider's website. The Provider's website is the website located at www.pinya.hr or https://admin.pinya.hr, as applicable.

2.17 Interpretive Rule. Unless otherwise specified numerically below, wherever these GTCs refer to a License/Licenses, they mean all Licenses of a single User.

3. User Registration and Order

3.1 Registration and Test Operation. The free trial ("Trial") is available through the Provider's Website by clicking on the "TRY FREE" link. The User will register here.

Registration is done by filling out and submitting the registration form located on the Provider's website. During registration, the User is obliged to provide correct and complete information about the User's person and about the person who performs the registration, which are marked as mandatory (hereinafter referred to as "Mandatory Personal Data"). Without providing the Mandatory Personal Data, it is not possible to complete the Registration and make the Order. The User may complete or change the information provided at any time via the User Interface. After registration, the User will be generated a username and password, which will be sent by the Provider by confirmation email to the User's Authorized Email. Any new password in case of its loss, etc. will be generated by the Provider to the User upon his/her request.

By registering, the User is granted a royalty-free license for a period of 14 (fourteen) days to test the Software. If the User does not complete the Order within this period, the free license shall expire without further notice.

3.2. Consent to the GTC upon registration. Before completing the registration, the User is obliged to familiarize himself with these GTC. Consent to the GTC is a prerequisite for the completion and execution of the registration and for the use of the Software and the provision of the Services. The User expresses his/her consent by checking the "I have read and agree to the General Terms and Conditions" box located in the registration form.

3.3 Order. It is only possible to place an Order through the User Interface after prior registration. An Order is made by filling out and submitting the order form located in the User Interface. In the Order Form, the User shall specify the specific number of Licenses, the billing period (monthly x annual) and the billing information. The billing period also corresponds to the duration for which the User is ordering the License. The User is entitled to request at any time in the future to order an additional number of Licenses or to extend the validity period of the Licenses. A separate License is required for each person registered in the system. The minimum number of Licenses ordered for the Software is 5 (five), this limitation does not apply to any additional orders.

3.4. Consent to the GTC at the time of Order. Before completing the Order, the User is obliged to familiarize himself with these GTC. Consent to the GTC is a necessary condition for the completion and execution of the Order and for the use of the Software and the provision of the Services. The User expresses his/her consent by checking the box "I have read and agree to the General Terms and Conditions" located in the Order Form.

3.5 Execution of the License Agreement. With the exception of the Trial Operation procedure, after the execution of the Order, the Provider shall send to the User an electronic confirmation of the receipt of the Order to the User's Authorized Email. Upon delivery of said electronic confirmation to the User's Authorized Email, the License Agreement is concluded between the User and the Provider.

3.6 Reimbursement. The user can place an order for extra work, extra training, connection to third-party software (ERP, attendance, Power BI, Sharepoint, etc.), extra implementation/import of data, etc. The User shall pay the Provider the agreed price for the implementation of such order. However, if the order is cancelled by the User before its completion, or if it is not possible to continue or complete the order, the User shall be obliged to pay the price of the work already performed by the Provider, including the costs incurred, on the basis of the invoice sent by the Provider to the User.

Similarly, this provision will also apply to the situation when the Order is not realized due to reasons on the User's side, or in the case when, after a preliminary analysis, the Provider determines that the realization of the Order is not possible.

3.7 Removing doubts about the content of the Order. In order to remove doubts about the content of the Order and to minimize any disputes between the Parties, the Provider reserves the right to request additional confirmation of the Order from the User. In such case, the Provider is not obliged to perform until the User confirms the correctness of the Order. The Provider shall be entitled to proceed in the above manner, in particular in the case of unusually large quantities of Licenses ordered.  

4. Licensing Terms

4.1 Grant of Licence. By paying the License Price by the User and activating the Software at the same time, the Provider grants the License to the User under the conditions set out below.

4.2 License Restrictions. With the exception of the Trial License, the License is granted as a royalty-free, time-limited, non-exclusive license to the extent necessary for the proper and customary use of the Software, subject to the limitations set forth in Section 4.3 of these GTC. Except as expressly provided in these GTC, the User shall not reproduce the Software beyond the number of copies licensed, modify, analyze, disassemble, decompile, decrypt or perform any other action on the source code of the Software to extract the source code or to obtain information about the implementation of the algorithms used in the Software, nor shall the User permit any Third Party to do so. User shall not rent, lease, or otherwise allow any Third Party to use the Software. User shall protect its login credentials from misuse. In addition, the User may not distribute the Software or transfer or assign the License to a third party without the prior written consent of the Provider.

4.3 Duration of the Licence. The Licence is provided by the Provider for a period of 1 month or 12 months according to the User's choice specified in the Order. Unless either Party notifies the other Party in writing, no later than 14 (fourteen) days before the expiry of the agreed term of the License, that it is not interested in extending the term of the License, the License shall be automatically extended for the term for which it was originally agreed, on the same terms and conditions, except for the price, which shall be governed by the current Price List within the meaning of paragraph 2.12 of the GTC, unless the Parties agree otherwise. In the event that Licenses are purchased during the term of Licenses already purchased, the User expressly agrees that the term of all Licenses previously purchased by the User will be extended so that all Licenses for a single User will expire on the same date. Thus, the User expressly agrees to pay, in addition to the Price of the Licenses ordered, a pro rata portion of the price (according to the current Price List at the time of ordering additional Licenses) for the extension of the duration of previously purchased Licenses.

4.4 Expiration of the License Term. User acknowledges that on the date of termination of the License Term, Provider shall terminate User's access to the Software. Upon the expiration of thirty (30 ) days after the termination of the License, the Provider shall delete all data on the servers that it has secured from the User as part of the performance under the License Agreement. It is the User's responsibility to ensure any backup of data for its own purposes by its own technical and financial means. The Provider shall have no obligation to back up the data and shall not be liable for any possible damage to the User or Third Parties in connection with the loss of their data. However, the Provider shall, by default, back up only within the scope of the cloud provider's service - MS Azure.  

4.5 Trademark and other intellectual property rights. The User acknowledges that the License does not entitle the User to use the Provider's trade name, trademark, logo, domain name or any other intellectual property of the Provider except the Software. The User is entitled to use the aforementioned solely for the purpose of communicating/presenting to the public that it uses the Software.

4.6 Violation of the terms of the License. In the event that the User violates the terms of the License, the Provider shall be entitled to pay a contractual penalty in the amount of =50.000,- CZK for each individual violation. The contractual penalty is payable upon the Provider's request sent to the User's Authorized Email. At the same time, the Provider is entitled to withdraw from the Licence Agreement. Neither the withdrawal nor the payment of the contractual penalty shall affect the Provider's right to full compensation for damages.

4.7 Software parameters. The parameters of the Software can be freely set according to the User's specific needs. Specific parameters within the Software are set directly by the User. The Provider expressly warns the User that the parameters must be set in such a way that they do not violate the relevant legal regulations, in particular the regulations for the protection of personal data of registered persons.

4.8 Updates. The valid User License includes the right to update the Software to a newer version, as well as the right to extend the Software with new modules that Provider will include in the future in the standard content of the Software.

5. Price and payment terms

5.1 Billing. The price for the License shall be paid by the User on the basis of an invoice issued by the Provider. The first invoice for the License will be issued to the User after the completion of the Order. Further invoices will be issued to the User at agreed intervals. The User is entitled to choose from the following possible intervals:

(a) a monthly interval where the invoice will be issued in the preceding month;

(b) the discounted annual interval, the invoice will be issued in the last month of the previous annual interval.

5.2 Dealing with reimbursement. In the event that the User is in default in payment of the Price or any other monetary obligation to the Provider for more than ten (10 ) days, the Provider shall have the right to make the User unable to use the Software and the right to withdraw from the License Agreement.

5.3. VAT.VAT will always be added to the Price at the statutory rate, unless otherwise provided by law.

6. Cloud environment and other services

6.1 Third Party Servers. User acknowledges that Provider provides a cloud environment for storing all User's data generated by the Software on Third Party servers, specifically at Microsoft Corporation.

6.2 Other services. On the basis of the License Agreement, the Provider provides the User with the administration of the Software (i.e. updating the Software on the server part of the Software). Services such as backup of documents and information entered into the Software are not part of the License Agreement, but can be ordered individually from the Provider on the basis of a separate contract for a fee.

6.3.Failures. The Provider shall monitor whether the server part of the Software is working. In the event of a malfunction or failure of the server portion of the Software, Provider shall arrange for repair within a reasonable time. The Provider shall not be obliged to proceed with the remedy on days which are working days according to the law of the Czech Republic. The failure or failure in the operation of the client part of the Software shall be solved by the User (e.g. by reinstallation, correction of settings, etc.).

7. Support

7.1 Timing of support. The Provider shall provide basic support on working days in Czech or English from 8:00 a.m. to 6:00 p.m. via telephone, e-mail or chat.

7.2 Priority level. The Provider shall initiate analysis of reported problems within the following time limits:

Response time limits are calculated within the time limits of the support (i.e. during the Provider's working hours). The priority of the reported problem is decided exclusively by the Provider.

8. Rights and obligations

8.1 User Statement. The User represents and warrants to the Provider that

• all information provided by you at the time of Registration is true, complete and correct,
• before ordering, he/she has familiarized himself/herself with the presentation of the Software on the Provider's website, its characteristics, functions and possibilities,
• will use the Software in accordance with its purpose and the law,
• is aware that as a result of a suspension or change in the provision of services, it may temporarily or permanently lose access to all data stored in the Software,
• is aware of the fact that unless otherwise agreed in the License Agreement, the Provider is not obliged to and does not backup the User's data in the Software;
• provide its cooperation throughout the term of the License Agreement. With regard to the minimum requirements for the functionality of the Software, the User undertakes to have a web browser in the required version or a newer version, namely one of the following: Edge 88+; Google Chrome 79+; Safari MacOS 13+; Safari Windows 5+ or FireFox 72+, available for the entire duration of the License Agreement.

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

• ensure the confidentiality of all identification data and passwords necessary for the User to log in to the User Interface and the Software, in particular not to disclose such identification data and passwords to any Third Party,
• if it detects misuse of its identification data and passwords by any Third Party, it shall immediately notify the Provider,
• will not commit any illegal or unethical act in connection with the use of the Software, in particular will not perform the Registration or use the Software in a manner that would constitute such an act,
• will not do anything that disrupts or damages the Software (or the networks and servers related thereto),
• ensure that the User's Authorised Email represents the functional address of the statutory body, if the User is a legal entity, or the address of the User - a natural person,
• notify the Provider without undue delay after discovering the malfunction or failure of any part of the Software,
• shall not infringe in any way the rights of the Provider or Third Parties in connection with the use of the Software.

9. Privacy Policy

9.1 Personal Data. The Provider undertakes to process all the User's personal data in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR) and Act No. 110/2019 Coll., on the processing of personal data, as amended. The data will be processed only by employees and persons cooperating with the Provider, to the extent necessary for the provision of the Provider's services under the License Agreement and these GTC, and will be made available only to authorized persons.

9.2 Personal Data Processing Policy. Within the framework of the contractual relationship between the Provider and the User, the Provider acts as a controller in relation to the User's personal data. This relationship is governed by PINYA HR's Privacy Policy, which is available here and the User has read the text of which when registering.

9.3 Personal Data Processing Agreement. In contrast, the personal data provided by the User to the Provider in the context of the use of the Software is only processed by the Provider. Thus, in this relationship, the Provider acts as a processor and the User as a controller. By registering, concluding the Licence Agreement and agreeing to these GTC, the User and the Provider also conclude the Personal Data Processing Agreement, which is part of the GTC. The text of the Data Processing Agreement is available here.

9.4 Relationship to the License Agreement. The processing of personal data described in paragraph 8.3 of the GTC is only possible under the GDPR on the basis of a written agreement. The effectiveness of the License Agreement is linked to the effectiveness of the Data Protection Agreement. If the Data Protection Agreement expires, either Party has the right to withdraw from the License Agreement.

9.5. Promotion. The Provider is entitled to indicate in promotional materials and on its website that the User uses the Software.

9.6 Monitoring of activities. The User further acknowledges and agrees that the Provider is entitled to monitor and further use for its purposes statistical data on the User's activity in the Software, in particular in relation to the use of individual functionalities of the Software and its modules.

10. Other

10.1 Confidentiality. The parties agree to maintain the confidentiality of personal data, confidential information and trade secrets that they disclose to each other or become aware of in connection with the relationship under the License Agreement and the operation or use of the Software. In particular, they undertake not to disseminate or reproduce the said information and to take such measures that no Third Parties may do so. The Parties also undertake to keep confidential any other facts, the disclosure of which to a Third Party could in any way affect the business interests or reputation of the other Party or its business partners and clients.

10.2 License Exclusion. The provision of information falling within the scope of trade secrets or confidential information does not confer any right to license, trademark, patent, right of use or distribution of a copyrighted work, or any other intellectual or industrial property right.

10.3 Illegal Acts of the User. If the User uses the Software in violation of the GTC, the License Agreement or legal regulations, the Provider shall be entitled to notify the User and to set a reasonable time limit for the User to remedy the situation. If the User fails to remedy the situation within the time limit so specified, the Provider shall be entitled to withdraw from the Licence Agreement as well as to make the Software unavailable to the User, without the User being entitled to compensation for any damage caused thereby. The Provider shall not be obliged to notify the User of the illegality of his/her actions and may withdraw from the Licence Agreement in the manner provided for in this paragraph as well as make the Software unavailable, if the User's illegal actions pose an imminent threat of harm to the Provider.

10.4 Disclaimer. The parties agree to use their best efforts to prevent and minimize any damages. Neither Party shall be liable for damages caused by incorrect information obtained from the other Party. In particular, the Provider is not responsible for the correctness of the templates, settings and input of the system for checking periods or deadlines, as it is entirely within the power of the User and its users to set the templates, documents, length of periods or deadlines, to change and influence the final form of the documents by entering data in the forms and the ends of the periods or deadlines. The Provider shall not be liable for any defects or damages caused by defects in the Software or its faulty outputs if caused by the User, Third Parties or circumstances excluding the Provider's liability. The Provider shall not be liable for defects or damage caused in particular by the User entering incorrect data into the Software, incorrect User's procedure for entering information, importing files into the Software or incorrect interpretation of data from the Software, infecting the User's local network or directly the User's computer with computer viruses, other unprofessional intervention in the Software, damage caused by incorrect functioning of the technical equipment, operating system or network. Furthermore, the Provider shall not be liable for defects or damages caused by malfunctioning of third party programs used by the Software. The Provider shall not be liable for any limitation in the functionality of the Software caused by interruptions or failures of the Internet connection.

The Provider shall not be liable for any damage caused to the User as a result of using the Software in violation of the law, the License Agreement or the instructions for using the Software.

The Provider shall not be liable for lost profits or other indirect damages incurred by the User due to the inability to use the Software to the agreed extent. The Provider is not responsible for the functionality of applications provided by Third Parties that are used by the Software.

The Provider shall be liable for any damage demonstrably caused by the Provider. The Parties expressly agree that the User's right to compensation for such damages shall be limited by the Provider to a maximum amount corresponding to the annual Price for 1 (one) License, whereby the User shall not be entitled to compensation against the Provider for damages in excess of such limitation of damages.

The Provider is not liable for any consequential (secondary) damage or other harm. The Provider shall not be liable for any damage or any other harm that the User incurs in connection with the use of the Software as a result of force majeure.

10.5 Technical shutdown. The User acknowledges that the Provider is entitled to perform short-term technical downtime, even repeatedly (for the purpose of maintenance or upgrading the Software). The Provider shall always notify the User of technical downtime in advance by email. Technical downtime does not entitle the User to compensation for damages or a price reduction.

11. Final provisions

11.1 Legal regime. All legal relations arising between the Parties under 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.

11.2 Changes to the GTC or Price List. The Provider has the right to change the GTC or the Price List at any time. The Provider shall send the new version of the GTC or Price List to the User at least 30 (thirty) days before the date from which the new version is to apply. In case of disagreement with the new version of the GTC or Pricelist, the User is entitled to terminate the Licence Agreement in writing before the date from which the new version of the GTC or Pricelist is to be applied. The period of notice shall be one (1) month and shall commence on the first (1st) day of the calendar month following the month in which the notice is delivered. If the User fails to do so, the new version of the GTC or the Price List shall apply without further delay from the date of their effectiveness. If the User terminates the Licence Agreement due to disagreement with the new wording of the GTC or Price List, the original wording of the GTC or Price List shall be maintained during the notice period. This does not apply unless the User indicates in the notice that he/she is terminating the License Agreement due to disagreement with the new GTC or Price List.

11.3 References in the GTC. If a reference in the GTC to another provision of the GTC is incorrect, such reference shall be to the provision of the GTC that most closely corresponds to the meaning of the reference made.

11.4 Disputes under the License Agreement. All disputes, if any, 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 primarily resolved by the Parties by agreement. If no agreement between them is possible, they agree that the Czech courts shall have jurisdiction to hear and decide the matter, namely the court with local jurisdiction according to the location of the Provider's registered office.

11.5 Effectiveness.These GTC are effective from 1.11.2022.