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 Customer on the other hand. The relationship between the Provider and the Customer 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 Customer Statement. By entering into the License Agreement, Customer represents that Customer has read these GTCs properly and completely, agrees to be bound by them, and understands that they become part of the License Agreement as in effect when the order is placed.
1.3 Written form. If the License Agreement or the GTC requires a written form for legal actions, it may be done in writing in paper or electronic form using the Customer's Authorized Email and the Provider's contact email. An electronic signature is not required.
2.1 Provider. The Provider is the company PINYA s.r.o., ID No.: 293 12 922, with its 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 email@example.com.
2.3 Customer. The Customer is any natural or legal person who registers on the Provider's Website.
2.4. Authorized Customer email. Customer's authorized email means the email address verified by the Provider that Customer enters during registration or updates through the user interface. Delivery of an electronic message to this address shall be deemed to constitute full delivery to the Customer. The sending of a data message from this address to the Provider's contact email address shall be deemed to be a binding action taken directly by the Customer towards the Provider. An electronic signature is not required on such messages.
2.5 Parties. Provider and Customer.
2.6 Third Party. A third party is any natural or legal person other than the Provider and the Customer. A third party does not include companies which are in the position of a controlled or controlling person in relation to the Customer within the meaning of Section 74 et seq. of Act No. 90/2012 Coll., on Commercial Companies and Cooperatives, or which are part of the same group within the meaning of Section 79 of the same Act.
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 copyright work to which the Provider exercises all property rights exclusively.
2.8 Order. An Order is a legal act by which the Customer expresses its will to be bound by its contents. By placing an Order, the Customer 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. The License Agreement means the contractual relationship between the Provider and the Customer under which the Provider undertakes to grant the Customer the right to use the Software and the Customer undertakes to pay the Provider the Price unless otherwise provided in the GTC (Trial Operation).
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 Pricing Schedule is located on the Provider's Website or in the specific Customer's user interface.
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.
2.14. User interface. The User Interface is a web interface accessible to the Customer after registration via the Internet, where the Customer mainly places Orders, manages its Licenses, sets the parameters of the Software, uses and configures the Services and obtains other information about the Provider's products.
2.15. Activation. Activation shall mean making the Software operational and available to the Customer after the creation of the Order and confirmation by the Provider, by delivery of an information email.
2.16 Active user account. An active user account means an account established by Customer for its individual users who have separate identities, login credentials, are assigned a License and are not listed as terminated in the System.
2.18 Ambassador Club membership. Any Customer (natural or legal person) who registers at https://www.pinya.hr/ambassador-club and is interested in mutual cooperation between the Parties according to the terms and conditions of the Ambassador Club may become a member of the Ambassador Club. Membership is approved by the Provider at its discretion.
2.19 Interpretive Rule. Unless otherwise specified by number below, wherever these GTC refer to a Licence/Licenses, they mean all Licenses of a single Customer.
3. Customer 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. Customer will register here.
Registration is done by filling out and submitting the registration form located on the Provider's website. The Customer is obliged to provide correct and complete information about the Customer's person and 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 Customer may complete or change the provided data at any time via the user interface. After the registration is completed, the Customer will be generated a Customer name and password, which will be sent by the Provider by confirmation email to the Customer's Authorized Email. Any new password in case of its loss, etc. will be generated by the Provider to the Customer upon his/her request.
By registering, the Customer is granted a royalty-free license for a period of 14 (fourteen) days to test the Software. If the Customer fails to place an Order within this period, the royalty-free licence shall terminate without further notice.
3.2. Consent to the GTC upon registration. Before completing the registration, the Customer 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 Customer expresses his/her consent by checking the box "By submitting the form, I agree to the General Terms and Conditions" located in the registration form.
3.3 Order. It is only possible to place an Order through the user interface after the Customer has registered. An Order is made by filling in and submitting the order form located in the User Interface. In the Order, the Customer shall specify the expected number of Licenses, the billing period (monthly) and the billing information. The billing period also corresponds to the duration for which the Customer is ordering the License. A separate License is required for each active user account of the System. The minimum number of Software Licenses that may be ordered is 5 (five).
3.4. Consent to the GTC at the time of Order. Before completing the Order, the Customer 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 Customer expresses his/her consent 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 theLicenseAgreement. With the exception of the Trial Operation procedure, after the Order has been placed, the Provider shall send the Customer an electronic confirmation of receipt of the Order to the Customer's Authorized Email. Upon delivery of said electronic confirmation to the Customer's Authorized Email, the License Agreement between the Customer and the Provider is concluded.
3.6 Reimbursement. The customer 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 Customer shall pay the Provider the agreed price for the implementation of such order. However, if the order is cancelled by the Customer before its completion, or if it is not possible to continue or complete the order, the Customer is 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 Customer.
Similarly, this provision will also apply to the situation when the Order cannot be implemented for reasons on the Customer's side, or in the case when after a preliminary analysis the Provider finds that the implementation 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 Customer. In such case, the Provider shall not be obliged to perform until the Customer confirms the accuracy of the Order. The Provider shall be entitled to proceed in the above manner, in particular in the event of an unusually high quantity of Licenses ordered.
3.8 Ambassador Club registration. Registration to the Ambassador Club is possible in person/by phone/email or via the Provider's Website https://www.pinya.hr/ambassador-club. Registration is requested by supplying contact details or by filling them in on the Provider's website. The Customer is obliged to fill in the first name, last name and e-mail and submit the form by clicking on the box "Apply for membership." The Customer becomes a member of the Ambassador Club by confirmation email from the Provider.
The benefits of membership and cooperation in the Ambassador Club are described on the Provider's website https://www.pinya.hr/ambassador-club.
4. Licensing Terms
4.1 Grant of Licence. Provider grants the License on the terms and conditions set forth below upon confirmation of the Order by Provider and simultaneous activation of the Software.
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 set forth in these GTC, Customer 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 Customer permit any Third Party to do so. Customer shall not rent, lease or otherwise allow any Third Party to use the Software. Customer shall protect its login credentials from misuse. In addition, the Customer 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 granted by the Provider for a period of 1 month. Unless either Party notifies the other Party in writing, no later than 14 (fourteen) days prior to the expiration of the agreed License Term, that it is not interested in extending the License Term, the License Term shall be automatically extended for one month on the same terms and conditions, except that the price shall be governed by the current Price List as defined in paragraph 2.12 of the GTC, unless otherwise agreed by the Parties.
4.4 Expiration of the License Term. Customer acknowledges that on the date of termination of the License Term, Provider will terminate Customer's access to the Software. Upon the expiration of three (3) months after the expiration of the License, the backup will be deleted, and thus all data on the servers that Provider has secured from Customer as part of the performance under the License Agreement will be deleted.
It is the Customer's responsibility to ensure any backup of data for its own purposes by its own technical and financial means. The Provider is not obliged to back up the data and is not liable for any possible damage to the Customer or Third Parties in connection with the loss of their data. However, the Provider shall only back up data as standard within the scope of the cloud provider's service - MS Azure, see paragraph 7.4. of the GTC.
4.5 Trademark and other intellectual property rights. Customer acknowledges that the License does not entitle Customer to use Provider's trade name, trademark, logo, domain name or any other intellectual property of Provider except the Software. The Customer 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 Customer breaches the terms of the License, the Provider shall be entitled to pay a contractual penalty in the amount of = CZK 50,000 for each individual breach. The contractual penalty is payable upon the Provider's request sent to the Customer's Authorized Email. At the same time, the Provider is entitled to withdraw from the License Agreement. Neither the withdrawal nor the payment of the contractual penalty shall affect the Provider's right to compensation for damages in full.
4.7 Software parameters. The parameters of the Software can be freely set according to the Customer's specific needs. Specific parameters within the Software are set directly by the Customer. The Provider expressly notifies the Customer 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 Customer's valid 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 Customer on the basis of an advance invoice issued by the Provider. The advance invoice for the Licenses will be issued to the Customer by the 5th business day from the date of the Order according to the number of Active User Accounts as of the 1st calendar day of the month. Upon payment of the Advance Invoice, the Customer shall be issued a tax document.
5.2 Dealing with reimbursement. In the event that the Customer 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 disable the Customer's use of the Software and the right to withdraw from the License Agreement.
5.3. VAT. VAT will be added in the amount according to the applicable legislation at the date of issue of the tax document.
6. Third Party Servers and Other Services
6.1 Cloud environment. Customer acknowledges that Provider provides a cloud environment for the storage of all Customer's data generated by the Software on Third Party servers, specifically at Microsoft Corporation.
6.2 Digital signing. Within the Software, the Provider enables the Customer to use digital signing services for contractual documentation. This service uses the DigiSign application. The Customer acknowledges that when using this service, the signed document will be uploaded to a third party server, namely Digital Solutions s.r.o.
6.3 Other services. On the basis of the License Agreement, the Provider provides the Customer 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.
6.4 Malfunctions. The Provider shall monitor whether the server part of the Software is working. In the event of a malfunction or failure of the server part of the Software, the Provider shall ensure repair within a reasonable time according to the rules set out in Article 7 of the GTC. Failure or failure of the client part of the Software shall be solved by the Customer (e.g. by reinstallation, correction of settings, etc.).
7.1 Timing of support. The Provider shall provide basic support on working days in Czech or English language during working hours from 8:00 a.m. to 5:00 p.m. via email(firstname.lastname@example.org) or helpdesk(https://admin.pinya.hr/Support).
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 maximum repair time is calculated from the start of the analysis of the reported problems. The priority of the reported problem is decided exclusively by the Provider.
- Priority critical - The software is not usable in its basic functions,
- Priority medium - The software is not fully functional, basic functions are usable only with limitations,
- Low priority - Software is not fully functional, some Software functions are limited (not basic functions), Software can be used with limitations.
7.3 Start of the Reaction Time. The time at which the support request is made is always critical for calculating the Response Time. In the event that the Provider does not complete the reported issue by the end of the Business Hours, the Provider shall resume the issue after the interruption on subsequent Business Days depending on the priority level.
7.4 Data backup. The Provider performs daily backups of the Application, usually at 24:00. Individual backups are kept for 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 retained for 3 months after their creation.
8. Rights and obligations
8.1 Customer Statement. Customer represents and warrants to 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 that, unless otherwise agreed in the License Agreement, the Provider is not obliged to and does not backup the Customer's data in the Software.
8.2 General Customer Obligations. Regardless any other provision of these GTC, Customer further agrees that:
- ensure the confidentiality of all identification data and passwords necessary for the Customer's login 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 Customer's Authorised Email represents the functional address of the statutory body, if the Customer is a legal entity, or the address of the Customer - 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,
- Upon termination of the Active User Account, the Customer shall delete all data contained in such account. The Provider is not responsible for the data uploaded to the Active User Account by the Customer.
9.1 Personal Data. The Provider undertakes to process all the Customer'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.
9.3 Personal Data Processing Agreement. In contrast, the personal data provided by the Customer 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 Customer as a controller. By registering, entering into the License Agreement and agreeing to these GTC, the Customer and the Provider also enter into a Personal Data Processing Agreement, which is part of the GTC. The text of the Data Processing Agreement is available at here.
9.4 Relationship to the License Agreement. The processing of personal data described in paragraph 9.3 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 shall be entitled to state in promotional materials and on its website that the Customer is using the Software.
9.6 Monitoring of activities. The Customer further acknowledges and agrees that the Provider is entitled to monitor and use for its purposes statistical data on the Customer's activity in the Software, in particular in relation to the use of individual functionalities of the Software and its modules.
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 Customer. If the Customer uses the Software in violation of the GTC, the License Agreement or the law, the Provider is entitled to notify the Customer and to set a reasonable time limit for the Customer to remedy the situation. If the Customer 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 Customer, without the Customer being entitled to compensation for any damage caused thereby. The Provider shall not be obliged to warn the Customer 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 Customer's illegal actions immediately threaten the Provider with harm.
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 shall not be responsible for the accuracy of the templates, settings and input of the system for controlling periods or deadlines, as it is entirely within the power of the Customer and its Customers to set the templates, documents, length of periods or deadlines, to change and influence the resulting documents by entering data into 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 output if caused by the Customer, Third Parties or circumstances excluding the Provider's liability. The Provider shall not be liable for defects or damages caused in particular by the Customer's input of incorrect data into the Software, the Customer's incorrect procedure for inputting information, importing files into the Software or incorrect interpretation of data from the Software, infecting the Customer's local network or the Customer's computer directly with computer viruses, other unprofessional intervention in the Software, damage caused by improper functioning of 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 damages incurred by the Customer as a result of the use of the Software in violation of the law, the License Agreement or the instructions for use of the Software.
The Provider shall not be liable for lost profits or other indirect damages incurred by the Customer 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 Customer'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 Customer 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 Customer incurs in connection with the use of the Software as a result of higher force.
10.5 Technical shutdown. The Customer acknowledges that the Provider is entitled to perform short-term technical downtime, even repeatedly (for the purpose of maintenance or upgrading the Software). Technical downtime does not entitle the Customer to compensation 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 Customer at least 30 (thirty) days before the date from which the new version is to apply. In the event of disagreement with the new version of the GTC or Price List, the Customer is entitled to terminate the Licence Agreement in writing by the date from which the new version of the GTC or Price List is to apply. 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 Customer 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 Customer 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 will be maintained during the notice period. This does not apply if the Customer does not state in the termination notice that it 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 14 March 2023.