General Terms and Conditions valid from 1 November 2022

1. Introductory Provisions

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

1.2. User Statement. By concluding the License Agreement, the User declares that he has properly and fully familiarized himself with these GTC, agrees to abide by them and is aware that they become part of the License Agreement in the version effective at the time of sending the order.

1.3. Written form. If the License Agreement or GTC requires a written form for legal negotiations, it may be made in writing in both paper and 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 PINYA s.r.o., Company ID: 293 12 922, with its registered office in Tuřanka 1222/115, Slatina,627 00 Brno, registered in the Commercial Register maintained by the Regional Court in Brno, Section C, File 73455.

2.2. Contact email of the Provider. Contact Email Provider brno@pinya.cz.

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

2.4. Authorized User Email. Authorized e-mail of the User means the e-mail 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 is considered as a full-fledged delivery to the User. Sending a data message from this address to the Provider's contact email is considered to be a binding act made 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 person. A third party is any natural or legal person different from the Provider and the User.

2.7. Software. The software is a software product of the Provider designated as “PINYA HR cloud”, which is designed to manage the company's personnel processes. Characteristics and description of the Software modules are located on the Provider's website. The Software is a copyrighted work to which all proprietary rights are exercised exclusively by the Provider.

2.8. Order. The Order is a legal act of the User, by which he expresses the will to be bound by its content. By ordering, the User orders, for payment, the right to use the Software.

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

2:10 a.m. License Agreement. License Agreement means the contractual relationship between the Provider and the User, on the basis of which the Provider undertakes to provide the User with permission to use the Software, and the User undertakes to pay the Provider the Price unless otherwise stipulated by the GTC (Trial Operation).

2:11 a.m. Installation. Installation means the implementation of the server part of the Software on a secure cloud storage provided by the Provider (hereinafter referred to as”Private Cloud“). Cloud storage for Providers is provided by Microsoft Corporation, PlatformMicrosoft® Azure.

2:12 a.m. Pricelist. Price list means a specific breakdown of the Provider's current prices for Software Licenses and other products and services of the Provider. The current Price List is located on the Provider's Website, or in the User Interface of a particular User.

2:13 a.m. Price. Price means the fees for the provision of Licenses agreed in the amount and method according to the License Agreement. Where these GTC refers to the payment/payment of the Price, this shall mean payment of the Price for 1 (one) month of the License term or payment of the Price for a preferential annual period according to the agreed payment interval (see clause 5.2 of the GTC).

2:14 a.m. User interface. The User Interface is a web interface accessible to the User after registration through the Internet, where the User, in particular, makes Orders, manages his Licenses, sets parameters of the Software, uses and sets up services and obtains other information about the Provider's products.

2:15 a.m. Activation. Activation means the commissioning and making the Software available to the User. After payment of the price, the relevant number of licenses will be activated, and the User will be sent an information email about activation.

2:16 a.m. Provider's Website. The Provider's website is the website located at www.pinya.hr or https://admin.pinya.hr.

2:17 Interpretation rule. Unless otherwise specified in these GTC, where Licens/Licenses are referred to in these GTC, this means all Licenses of a Single User.

3. User Registration and Order

3.1. Registration and Trial Operation. Free trial (hereinafter referred to as”Test run“) is possible via the Provider's Website by clicking on the link “TRY FOR FREE”. This is where the User registers.

Registration is carried out 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 data about the User 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 data provided can be supplemented or changed by the User at any time through the User Interface. After registration, the User will be generated a username and password, which will be sent to him by the Provider confirming an 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 at his request.

By registering, the User is granted a free license for a duration of 14 (fourteen) days in order to try the Software. If the User does not execute the Order at this time, the gratuitous license will expire without further delay after this period.

3.2. Consent to the GTC during registration. Before completing the registration, 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 registration and for the use of the Software and the provision of the Services. The User expresses his consent by checking the box “I have read and agree to the General Terms and Conditions”, which is located in the registration form.

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

3.4. Consent to the GTC when placing an Order. Before completing the Order, the User is obliged to familiarize himself with these General Terms and Conditions. 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 services. The User expresses his consent by checking the box “I have read and agree to the General Terms and Conditions”, which is located in the order form.

3.5. Closure Licensing contracts. With the exception of the procedure during the Trial Operation, the Provider shall send the User an electronic confirmation of receipt of the Order to the User at the Authorized Email of the User after the execution of the Order. The License Agreement between the User and the Provider is concluded at the time of delivery of this electronic confirmation to the Authorized Email of the User.

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

Similarly, this provision will also apply to a situation where the execution of the Order is not carried out for reasons on the part of the User, or in the case when, after a preliminary analysis, the Provider finds that the execution of the Order is not possible.

3.7. Elimination of doubts about the content of the Order. In order to eliminate doubts about the content of the Order and minimize any disputes of the Parties, the Provider reserves the right to request from the User additional confirmation of the Order made. In this case, the Provider is not obliged to fulfill until the moment when the User confirms the correctness of the Order. The Provider is entitled to proceed in this manner in particular in the case of an unusually high number of ordered Licenses.

4. Licensing Terms

4.1. Grant of License. By paying the Price for the License by the User and activating the Software at the same time, the Provider grants the User a License under the following conditions.

4.2. Limitations of License. Except for the Trial License, the License is provided as a gratuitous, time-limited, non-exclusive license to the extent necessary for the proper and customary use of the Software, subject to the limitations of Article 4.3 of these GTC. Except as expressly provided in these GTC, the User may not reproduce the Software beyond the number of copies to which the License is granted, modify, analyze, disassemble, decompile, decrypt, or perform any other actions with the source code of the Software for the purpose of extracting the text of the source code or obtaining information about the implementation of algorithms used in the Software, nor may any Third Party permit this to do so. The User may not rent, rent or otherwise allow the use of the Software to a third party. The user is obliged to protect their login data from misuse. Furthermore, 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. License Duration. The license is granted by the Provider for a period of 1 month or 12 months at the option of the User specified in the order. If either Party does not notify the other Party in writing, no later than 14 (fourteen) days before the end of the agreed period of the License, that it is not interested in extending the duration of the License, the latter shall automatically be extended for the period for which it was originally agreed, subject to the same conditions, except for the price to be governed by the current Price List within the meaning of paragraph 2.12 of the GTC, unless agreed. Parties differently. In the case of re-ordering Licenses during the term of the Licenses already purchased, the User expressly agrees to extend the duration of all Licenses previously purchased by the User so that all Licenses for one User expire on the same date. Thus, the User expressly agrees that in addition to the Price of the pre-ordered Licenses, he will also pay a proportional part of the price (according to the current Price List at the time of ordering additional Licenses) for the extension of the duration of the previously purchased Licenses.

4.4. Expiration of License Period. The User acknowledges that on the expiration date of the License, the Provider shall terminate the User's access to the Software. By expiration ! 30 (thirty) 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 up to the User to secure any backup of the data for his purposes with his own technical and financial means. The Provider is not obliged to back up the data and is not responsible for any possible harm to the User or Third Parties in connection with the loss of their data. However, by default, the provider backs up only within the scope of the service of the cloud provider — MS Azure.

4.5. Rights to trademarks and other intellectual property. The User acknowledges that the License does not entitle him to use the Provider's business company, its trademark, logo, domain name or any other intellectual property of the Provider except the Software. The User is entitled to use the Software exclusively for the purpose of communication/presentation to the public that he 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 is entitled to pay a contractual fine in the amount of =50.000, - CZK for each individual violation. The contractual penalty is payable at the request of the Provider sent to the Authorized Email of the User. At the same time, the Provider is entitled to withdraw from the License Agreement. Withdrawal or payment of the contractual penalty does not affect the Provider's right to compensation in full.

4.7 Software Parameters. The parameters of the Software can be freely adjusted according to the specific needs of the User. Specific parameters are set directly by the User within the Software. The Provider expressly warns the User that it is necessary to set the parameters in such a way that they do not violate the relevant legislation, in particular the regulations on the protection of personal data of registered persons.

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

5. Price and payment terms

5.1. Billing. The price for the License is 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 upon 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) the monthly interval in which the invoice will be issued in the month preceding;

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

5.2. Deferred payment. In the event that the User becomes late with the payment of the Prize or other monetary obligation to the Provider for a longer period ! 10 (ten) days, the Provider shall have the right to make the use of the Software unavailable to the User and the right to withdraw from the License Agreement.

5.3. VAT.VAT in the legal amount will always be added to the price, unless otherwise provided by law.

6. Cloud environments and other services

6.1. Third Party Servers. The User acknowledges that the Provider provides a cloud environment to store all User data obtained by the Software on the servers of Third Parties, specifically with Microsoft Corporation.

6.2. Other services. On the basis of the License Agreement, the Provider provides the User with the management of the Software (i.e. updating the Software on the server part of the Software). Services such as backup of documents and information embedded in the Software are not part of the License Agreement, but it is possible to order them individually from the Provider, on the basis of a separate contract for payment.

6.3.Disturbances. The Provider monitors whether the server part of the Software is working. In the event of a failure or failure of the server part of the Software, the Provider shall provide repair within a reasonable time. The Provider is not obliged to proceed to rectification on days which, according to the law of the Czech Republic, are days of working rest. Failure or failure in the operation of the client part of the Software is solved by the User (e.g. by reinstalling, correcting settings, etc.).

7. Support

7.1. Timing of support. The provider provides 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. Degree of priority. The Provider shall initiate the analysis of the reported problems within the following time limits:

The reaction time limits are calculated within the timeframe of the support (i.e. within the Provider's working hours). The priority of the reported problem is decided solely 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 during Registration is true, complete and correct,
• before ordering, familiarized with the presentation of the Software on the Provider's website, its characteristics, functions and capabilities,
• use the Software in accordance with its purpose and legal regulations,
• is aware of the fact 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 stipulated in the License Agreement, the Provider is not obliged and does not back up the User's data in the Software;
• shall ensure synergy on its part for the entire duration of the License Agreement. With regard to the minimum functionality requirements of the Software, the User undertakes to have a web browser available for the duration of the License Agreement in the required version or a later version, namely one of the following: Edge 88+; Google Chrome 79+; Safari macOS 13+; Safari Windows 5+ or FireFox 72+.

8.2. General Obligations of the User. Notwithstanding any other provisions of these GTC, the User further undertakes to:

• ensure the confidentiality of all identification data and passwords necessary for the User's login to the User Interface and the Software, in particular they do not 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 thereof,
• will not commit any unlawful or unethical conduct in connection with the use of the Software, in particular, will not register or use the Software in a manner that would constitute such conduct;
• will not do anything that interferes with or damages the Software (or related networks and servers)
• ensure that the User's Authorized Email represents the functional address of the statutory authority, if the User is a legal person, or the address of the User himself — a natural person,
• notify the Provider without undue delay upon detection of a malfunction or malfunction of any part of the Software,
• will not violate the rights of the Provider or Third Parties in connection with the use of the Software in any way.

9. Protection of personal data

9.1. Personal data. The Provider undertakes to process all personal data of the User 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 (so-called “Data Protection”). GDPR) and with 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 according to the License Agreement and these GTC, and will be disclosed only to authorized persons.

9.2. Principles of personal data processing. Within the framework of the contractual relationship between the Provider and the User, the Provider acts as an administrator in relation to the User's personal data. This relationship is governed by the PINYA HR Privacy Policy available hereunder and the wording of which the User became familiar with during registration.

9.3. Agreement on the processing of personal data. In contrast, the Provider only processes the personal data that the User provides to the Provider in the context of the use of the Software. Therefore, in this relationship, the Provider acts in the position of processor and the User in the position of administrator. When registering, concluding the License Agreement and agreeing to these GTC, the User and the Provider also conclude a Personal Data Processing Agreement, which is part of the GTC. The text of the Personal Data Processing Agreement is available hereunder.

9.4 Interconnection with the License Agreement. According to GDPR, the processing of personal data described in clause 8.3 of the GTC is only possible on the basis of a written contract. The effectiveness of the License Agreement is tied to the effectiveness of the Personal Data Processing 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 the fact that the User uses the Software.

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

10. Others

10.1. Confidentiality. The parties undertake to maintain confidentiality regarding personal data, confidential information and trade secrets disclosed to each other or in connection with the relationship under the License Agreement and the operation or use of the Software. In particular, they undertake not to disseminate such information, not to reproduce and to take such measures as to prevent any Third Party from doing so. The Parties undertake to maintain confidentiality also on other matters the disclosure of which to a Third Party could in any way affect the commercial interests or good name of the other Party or its business partners and clients.

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

10.3. Unlawful actions of the User. If the User uses the Software in violation of the GTC, License Agreement or legal regulations, the Provider is entitled to notify him of this and set a reasonable time limit for dealing with the remedy. If the User does not act on the remedy within the time specified in this way, the Provider is entitled to withdraw from the License Agreement as well as make the Software unavailable to the User, without the User being entitled to compensation for any damage caused to him. The Provider is not obliged to notify the User of the illegality of his actions and may withdraw from the License Agreement in accordance with this paragraph and make the Software unavailable if the User's unlawful actions immediately threaten to cause harm to the Provider.

10.4. Disclaimer. The Parties undertake to make every effort to prevent damage and minimize potential damage. Neither Party shall be liable for damage caused by incorrect information received from the other Party. In particular, the Provider is not responsible for the correctness of the templates, setting and entering the system of checking periods or deadlines, since it is fully within the power of the User and its users to set templates, documents, length of deadlines or periods, to change and influence the final form of the documents by entering the data in the forms and the ends of deadlines or periods. The Provider shall not be liable for defects or damages caused by defects in the Software or its erroneous outputs, if they were 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 insertion of incorrect data into the Software by the User, the incorrect procedure of the User when entering information, importing files into the Software or incorrect interpretation of the data from the Software, the infection of the User's local network or directly the User's computer by computer viruses, other unprofessional interference with the Software, damage caused by improper operation 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 is not responsible for any limitation of the functionality of the Software caused by interruptions or interruptions to the Internet connection.

The Provider shall not be liable for any damage caused to the User as a result of the use of the Software in violation of the law, the License Agreement or the instructions for the use of 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 damage is limited by the Provider by the maximum amount corresponding to the annual Price for ! 1 (one) License, where the User is not entitled to compensation in excess of this limitation of damages against the Provider.

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

10.5 Technical shutdown. The User acknowledges that the Provider is entitled to carry out short-term technical downtime, even repeatedly (for the purpose of maintenance or upgrade of the Software). The Provider always notifies the User of a technical outage in advance by email. A technical shutdown does not give the User the right to compensation for damages or to a price discount.

11. Final provisions

11.1 Legal regime. All legal relations arising between the Parties from and related to the License Agreement shall be governed by the legal order 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 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 in advance before the date from which the new text is to be applied. In case of disagreement with the new wording of the GTC or Price List, the User is entitled to terminate the License Agreement in writing until the date from which the new version of the GTC or Price List is to be used. The notice period is 1 (one) month and begins to run 1. the (first) day of the calendar month following the month in which the notice was served. If the User does not do so, the new text of the GTC or the Price List shall apply without further delay from the date of their effective date. If the User terminates the License Agreement for disagreement with the new wording of the GTC or Price List, the original text of the GTC or Price List will be retained during the notice period. This does not apply if the User does not indicate in the statement that the License Agreement testifies for disagreement with the new GTC or the Price List.

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

11.4. License Agreement Disputes. Any disputes arising out of the License Agreement (including disputes relating to its conclusion and maturity) or in connection with the provision and use of the Software shall be primarily settled by the Parties by agreement. If an agreement between the two is not possible, they agree on the jurisdiction to hear and decide the case to the Czech courts, namely to the court with local jurisdiction according to the location of the Provider's registered office.

11.5. Efficiency.These GTC are effective from 1.11.2022.