General Terms and Conditions valid from 14 March 2023

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 Customer on the other. The relationship between the Provider and the Customer 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. Customer Statement. By concluding the License Agreement, the Customer 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 Customer'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. The contact email of the Provider is brno@pinya.cz.

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

2.4. Customer's authorized email. Authorized e-mail of the Customer means the e-mail address verified by the Provider, which the Customer 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 Customer. Sending a data message from this address to the Provider's contact email is considered to be a binding act made 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 person. A third party is any natural or legal person different from the Provider and the Customer. Third parties are not companies which, in relation to the Customer, are controlled or controlling persons 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 concern within the meaning of Section 79 of the same Act.

2.7. Software. The software is a software product of the Provider, designated as “PINYA HR cloud”, which is intended for the management of company 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 Customer, by which he expresses his will to be bound by its content. By ordering, the Customer 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 Customer, on the basis of which the Provider undertakes to provide the Customer with permission to use the Software, and the Customer undertakes to pay the Provider the Price unless otherwise stipulated by the GTC (Trial Operation).

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 Customer.

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.

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

2:15 a.m. Activation. Activation means the commissioning and making available of the Software to the Customer after the creation of the Order and confirmation by the Provider, delivery of an information email.

2:16 Active user account. An active user account means an account established by the Customer for its individual users, who have a separate identity, their login details, have an assigned License and are not kept in the system as terminated.

2:17 a.m. Provider's Website. The Provider's website is a website located at www.pinya.hr, possibly https://admin.pinya.hr.

2:18 Friends in Ambassador Club. Any Customer (natural or legal person) who registers at the Ambassador Club can become a member of the Ambassador Club https://www.pinya.hr/ambassador-club and is interested in mutual cooperation between the Parties under the terms of the Ambassador Club. Membership is approved by the Provider at its discretion.

2:19 Interpretation rule. Unless otherwise specified in these Terms of Use, where these GTC refers to Licens/Licenses, this means all Licenses of a single Customer.

3. Customer 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 Customer registers.

Registration is carried out 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 data provided can be supplemented or changed by the Customer at any time through the user interface. After registration, the Customer will be generated a Customer name and password, which will be sent to him by the Provider confirming an 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 at the Customer's request.

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

3.2. Consent to the GTC during registration. Before completing the registration, the Customer 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 registration and for the use of the Software and the provision of the Services. The Customer expresses his consent 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. It is possible to place an Order only through the user interface after prior registration of the Customer. The order is made by filling out and submitting an order form located in the user interface. The Customer shall indicate the estimated number of Licenses, billing period (monthly) and billing data in the Order. The billing period also corresponds to the duration for which the Customer orders the License. A separate License is required for each active user account of the system. The minimum number of Software Licenses ordered is 5 (five).

3.4. Consent to the GTC when placing an Order. Before completing the Order, the Customer 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 Customer expresses his 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. Closure Licensing contracts. With the exception of the procedure during the Trial Operation, the Provider shall send an electronic confirmation of receipt of the Order to the Customer to the Customer's authorized email after the execution of the Order. At the moment of delivery of this electronic confirmation to the Customer's authorized email, the License Agreement between the Customer and the Provider is concluded.

3.6. Reimbursement of costs. The customer 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 Customer shall pay the agreed price to the Provider for the execution of such an order. However, if the Customer cancels the order before its completion, or it is not possible to continue the execution of the order, to complete it, the Customer 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 Customer.

Similarly, this provision will also apply to a situation where the Order is not executed for reasons on the part of the Customer, or in the case when, after 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 between the Parties, the Provider reserves the right to request from the Customer additional confirmation of the Order made. In this case, the Provider is not obliged to fulfill until the moment when the Customer 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.

3.8 Sign up for the Ambassador Club. Registration to the Ambassador Club is possible in person/by phone/e-mail or via the Provider's Website https://www.pinya.hr/ambassador-club. The application for registration is made by supplying contact details or filling them out on the Provider's website. The Customer is obliged to fill in the name, surname and e-mail and send the form by clicking on the box “Request membership.” The Customer becomes a member of the Ambassador Club by a 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 License. The Provider grants the License under the following conditions on the basis of an Order confirmed by the Provider and simultaneously activating the Software.

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, Customer may not reproduce the Software beyond the number of copies to which the License is granted, in any way modify, analyze, disassemble, decompile, decrypt or perform other actions with the source code of the Software for the purpose of extracting the text of the source code or obtaining information on the implementation of algorithms used in the Software, nor may any Third Party permit this to do so.. The Customer may not lend, lease or otherwise allow the use of the Software to a Third Party. The customer is obliged to protect their login data from misuse. Furthermore, 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. License Duration. The license is granted by the Provider for a period of 1 month. If one of the Parties 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 term of the License, this shall automatically be extended by one month, subject to the same conditions, except for the price, which will be governed by the current Price List within the meaning of paragraph 2.12 of the GTC, unless the Parties agree otherwise.

4.4. Expiration of License Period. The Customer acknowledges that on the expiration date of the License, the Provider shall terminate the Customer's access to the Software. By expiration ! 3 (three) months after the expiration of the License, the backup will be deleted, thus deleting all data on the servers that the Provider has secured from the Customer as part of the performance under the License Agreement.

It is up to the Customer to secure any backup of the data for its purposes with its own technical and financial means. The Provider is not obliged to back up the data and is not responsible for any possible damage to the Customer or Third Parties in connection with the loss of their data. However, by default, the provider backs up only within the scope of the cloud provider's service — MS Azure see section 7.4. VOP.

4.5. Rights to trademarks and other intellectual property. The Customer acknowledges that the License does not entitle it to use the Provider's business company, its trademark, logo, domain name or any other intellectual property of the Provider except the Software. The Customer is entitled to use it solely 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 Customer 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 Customer's authorized email. 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 Customer. Specific parameters are set directly by the Customer within the Software. The Provider expressly warns the Customer 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 Customer 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 Customer on the basis of an advance invoice issued by the Provider. The advance invoice for the License will be issued to the Customer within the 5th working day from the date of the Order according to the number of Active User Accounts as of the 1st calendar day of the given month. After payment of the advance invoice, the Customer is issued a tax document.

5.2. Deferred payment. In the event that the Customer becomes late in payment of the Price or other pecuniary 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 Customer and the right to withdraw from the License Agreement.

5.3. VAT. VAT will be added in the amount according to the applicable legislation on the date of issue of the tax document.

6. Third Party Servers and Other Services

6.1. Cloud environment. The Customer acknowledges that the Provider provides a cloud environment to store all Customer data obtained from the activities of the Software on the servers of Third Parties, specifically with Microsoft Corporation.

6.2. Digital Signing. Within the Software, the Provider enables the Customer to use the services of digital signing of contract documentation. This service uses the DigiSign application. The Customer acknowledges that when using this service, the signed document will be uploaded to the server of a third party, namely Digital Solutions s.r.o.

6.3. Other services. On the basis of the License Agreement, the Provider provides the Customer 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.

6.4. 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 in accordance with the rules set out in Article 7. VOP. Failure or failure in the operation of the client part of the Software is solved by the Customer (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 during working hours from 8:00 to 17:00 hours via email (support@pinya.hr) or helpdesk (https://admin.pinya.hr/Support).

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 maximum repair time is calculated from the start of the analysis of reported problems. The priority of the reported problem is decided solely by the Provider.

• Priority Critical — The software is not usable in its basic functions,
• Medium Priority — The software is not fully functional, the basic functions are only usable with a limitation,
• Low Priority — The Software is not fully functional, some features of the Software are limited (not basic functions), the Software can be used with restrictions.

7.3. Start of the Reaction Time run. For the calculation of the Reaction Time, the time of entering the support request is always decisive. In the event that the Provider does not complete the reported problem by the end of the working hours, it continues after the interruption again on subsequent working days, depending on the degree of priority.

7.4. Data backup. The provider makes daily backups of the application, as a rule, at 24:00 hours. Individual backups are kept for 30 days from 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 from their creation.

8. Rights and Obligations

8.1. Customer Statement. The Customer 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 Customer's data in the Software.

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

• ensure the confidentiality of all identification data and passwords necessary for the Customer's login to the user interface and the Software, in particular they will 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 Customer's Authorized Email represents the functional address of the statutory authority, if the Customer is a legal person, or the address of the Customer itself — 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,
• Upon termination of the Active User Account, the Customer is obliged to delete all data contained in this account. The Provider is not responsible for the data uploaded to the Active User Account by the Customer.

9. Protection of personal data

9.1. Personal data. The 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 natural persons in connection with the processing of personal data and on the free movement of such data (the 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 Customer, the Provider acts as an administrator in relation to the Customer's personal data. This relationship is governed by the PINYA HR Privacy Policy available hereunder and the wording of which the Customer was familiar with during registration.

9.3. Agreement on the processing of personal data. In contrast, the Provider only processes the personal data that the Customer provides to the Provider in the context of the use of the Software. In this relationship, the Provider acts in the position of processor and the Customer in the position of administrator. When registering, concluding the License Agreement and agreeing to these GTC, the Customer 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 9.3 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 Customer uses the Software.

9.6. Monitoring of activity. The Customer further acknowledges and agrees that the Provider is entitled to monitor and use for its own purposes statistical data on the Customer'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 Customer. If the Customer uses the Software in violation of the GTC, License Agreement or legal regulations, the Provider is entitled to notify it and set a reasonable time limit for the consideration of the remedy. If the Customer 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 to make the Software unavailable to the Customer without the Customer being entitled to compensation for any damage caused by this. The Provider is not obliged to notify the Customer of the illegality of its actions and may withdraw from the License Agreement in accordance with this paragraph and make the Software unavailable if the Customer'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, as it is fully within the power of the Customer and its Customers setting templates, documents, length of deadlines or periods, to change and influence the final form of 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 Customer, 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 Customer, the Customer's incorrect procedure in entering information, importing files into the Software or incorrect interpretation of the data from the Software, the infection of the Customer's local network or directly the Customer's computer by computer viruses, other unprofessional interference with the Software, damage caused by improper operation of technical equipment, operating system or networks. 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 Customer 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 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 damage is limited by the Provider to the maximum amount corresponding to the annual Price for ! 1 (one) License, where the Customer 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 Customer in connection with the use of the Software as a result of force majeure circumstances.

10.5 Technical shutdown. The Customer 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). A technical shutdown does not give the Customer 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 Customer at least 30 (thirty) days in advance before the date from which the new wording is to be applied. In case of disagreement with the new wording of the GTC or the Price List, the Customer 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 Customer fails to do so, the new wording of the GTC or the Price List shall apply without further delay from the date of their effective date. If the Customer 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 Customer 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 in the GTC to another 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 14 March 2023.