Terms and Conditions for the Provision of Electronic Services

TERMS AND CONDITIONS
for the provision of electronic services
within the HR Panorama System
owned by HRPanorama Sp. z o.o.

Effective as of December 1, 2022

Binding language clause: This English version is a faithful translation of the Polish Terms and Conditions. In the event of any discrepancies or inconsistencies, the Polish version shall prevail.

§1. Definitions

Terms and Conditions – these Terms and Conditions.

System – the IT system named HR Panorama, made available to the Service Recipient electronically in the SaaS model via a web browser, enabling the handling of HR processes.

Website (Serwis) – the internet portal available at https://hrpanorama.com/.

Service Provider (Usługodawca) – HR Panorama Spółka z ograniczoną odpowiedzialnością with its registered office in Kraków at ul. Feliksa Wrobela 13, 30-798 Kraków, entered into the Register of Entrepreneurs of the National Court Register by the District Court for Kraków-Śródmieście in Kraków, 11th Commercial Division of the National Court Register under KRS number: 0000827108, NIP: 6793196738, REGON: 385580424, share capital PLN 50,000, e-mail address: [email protected].

Service Recipient (Usługobiorca) – an entity using the Service provided by the Service Provider.

SaaS (Software as a Service) – a service model provided via cloud computing, enabling the Service Recipient to use applications running on infrastructure provided by the Service Provider, available on various client devices via a web browser or application client.

User (Użytkownik) – a person authorized by the Service Recipient to use the System.

Candidate (Kandydat) – a person seeking employment with a given Service Recipient whose recruitment process is conducted in the System.

Employee (Pracownik) – a person employed by a given Service Recipient whose profile has been created in the System.

Profile (Profil) – a functionality of the Account enabling the User to enter selected information, including details regarding previous employment, qualifications, education history, and other Employee skills.

Service (Usługa) – the service consisting in providing access to the System together with related services, provided by the Service Provider to the Service Recipient.

Agreement (Umowa) – the legal relationship between the Service Provider and the Service Recipient under which the Service Provider provides the Service to the Service Recipient.

Subscription Period (Okres abonamentowy) – the period during which the Service is provided to the Service Recipient.

Subscription Fee (Opłata abonamentowa) – the fee paid by the Service Recipient for the use of the Service, determined in accordance with the Price List valid at the time of ordering the Service, reduced by any rebates and discounts granted by the Service Provider.

Price List (Cennik) – information regarding the amount of the Subscription Fee available on one of the subpages of the Website.

Subdomain (Subdomena) – a dedicated internet subdomain for the Service Recipient through which access to the System is possible.

Works (Utwory) – works within the meaning of the Polish Act on Copyright and Related Rights that may be published by the User as part of using the Website or selected Services.

Image (Wizerunek) – personal rights including the likeness, first name, last name, and reputation of the User within the meaning of Article 23 of the Polish Civil Code.

Maintenance Window (Okno serwisowe) – the period during which the Service Provider introduces changes, including updates and patches to the System.

§2. General Provisions

These Terms and Conditions define the rules for providing the Service by the Service Provider, the rules for using the Service, and the obligations of the Service Recipient and the Service Provider.

The Service Provider undertakes to provide services to the Service Recipient to the extent and on the terms specified in these Terms and Conditions.

The Service Recipient undertakes to use the System in accordance with the rules set out in these Terms and Conditions, applicable law, and the principles of social coexistence within the meaning of Polish law.

Use of the Service constitutes acceptance by the Service Recipient of the conditions set out in these Terms and Conditions and the Privacy Policy.

It is prohibited for the Service Recipient to provide content of an unlawful or offensive nature. The Service Recipient is obliged to use the Website and the System in a manner that does not interfere with their functioning.

The Service Provider employs necessary measures to protect its infrastructure against unauthorized actions of third parties; therefore, the threats listed below may occur only potentially, but should be considered when using electronic services. Specific risks associated with using services electronically include the possibility of unauthorized persons gaining access to data transmitted over the network or stored on computers connected to the network and interfering with such data, which may result in particular in its loss, unauthorized change, or inability to use the services offered via websites.

The provisions of these Terms and Conditions regarding consumers shall apply accordingly to a natural person concluding a contract directly related to their business activity when it follows from the content of that contract that it does not have a professional character for that person, resulting in particular from the subject of their business activity made available under the provisions on the Central Registration and Information on Business (CEIDG).

§3. General Terms of Service Provision

The Service Provider provides the Service for a fee, unless otherwise provided in these Terms and Conditions or in the offer available on the Website.

The Service Provider undertakes to provide the Service Recipients with a Service which, in general terms, consists of:

• providing the Service Recipient with the System in the SaaS model, ensuring the possibility of performing activities related to the collection and processing of data, generation of data, and documents;
• storing data entered by the Service Recipient in the System on the terms specified in these Terms and Conditions;
• updating the System in a manner enabling Service Recipients to use it for its intended purpose;
• archiving data and securing it against loss.

The scope of the Service does not include, in particular, providing instructions and conducting training in the use of the System, setting up, and adapting the System to the needs of the Service Recipient. At the request of the Service Recipient, for an additional fee, the scope of the Service may be extended to include additional actions/activities, including those related to the implementation of the System at the Service Recipient. The amount of fees for activities not covered by the Scope of Service is regulated by the “Price List of Additional Services.”

The Service Provider declares System availability at the level of 99% of the time during the Subscription Period. Maintenance Windows, which fall every Saturday between 22:00 and 23:59 Polish time, are not included in the Subscription Period, and their occurrence does not result in a reduction of the System availability level. The Service Provider undertakes—except in justified cases of which it will notify the Service Recipient in advance via a message displayed in the System—not to perform work disabling the Service Recipient’s ability to use the System outside of Maintenance Windows.

The Service Provider has the right to interrupt the provision of the Service if, outside of the agreed Maintenance Windows, work on the System must be carried out that could not be planned in advance and cannot be performed without an interruption in the provision of the Service. In such a case, the Subscription Fee shall be reduced proportionately to the length of the interruption in the provision of the Service in relation to the entire Subscription Period. If the interruption occurs for reasons beyond the control of the Service Provider and the Service Provider notifies the Service Recipient thereof, this interruption will not be considered when calculating the System availability parameter.

The Service Provider regularly and at its own discretion takes actions to adapt the System to technological development and market needs to ensure the possibility of using the System in accordance with its intended purpose. This may involve changes to the content of the Service, such as new or changed functions and adaptations to new technologies. However, these changes will not lead to restrictions in functionality listed in the System description that are significant for an ordinary User.

The Service Provider will make efforts to adapt the current version of the System in a timely manner to changes in applicable law that come into force during the term of the Agreement (e.g., changes in payroll tax rates or tax declaration forms regarding income tax prepayments), but only within the scope of functionalities included in the System.

Technical Requirements

• a device with access to the Internet;
• a web browser (Chrome, Mozilla Firefox, Microsoft Edge, Safari) updated to the latest version, supporting Cookies and JavaScript;
• access to electronic mail (e-mail).

The Service Recipient bears the fees associated with Internet access and data transmission in accordance with their internet service provider’s tariff.

§4. Conclusion of the Agreement

The condition for starting work in the System is the registration of the Service Recipient.

To conclude the Agreement, the Service Recipient registers using the form available at https://signup.hrpanorama.app/.

The Service Recipient is obliged to provide the data indicated in the form during registration.

The Service Recipient is obliged to provide only truthful data.

During registration, the Service Recipient is obliged to accept these Terms and Conditions. Acceptance of these Terms and Conditions is equivalent to the Service Recipient’s declaration of having read the content of these Terms and Conditions, accepting their provisions along with attachments, and voluntarily entering into the Agreement with the Service Provider.

Access to the System is granted immediately after registration.

As part of granting access, a subdomain in the hrpanorama.app domain is created for the Service Recipient, through which logging into the System is possible.

The Agreement for the provision of the Service is concluded for a definite period on the basis of an automatically renewed subscription (i.e., without the need to submit separate declarations) for a Subscription Period of one month.

The first Subscription Period is calculated precisely to the date and time of activation of access to the System and ends in the following calendar month on the day and at the hour corresponding to the day and hour starting this period; if there is no such day in the next calendar month, it ends on the first day of the following calendar month at the hour corresponding to the activation hour. Subsequent Subscription Periods are calculated accordingly, with the assumption that the beginning of a new Subscription Period is the moment the previous Subscription Period ends. The Service Recipient may choose to use a free trial period, which is calculated from the date and time of activation of trial access to the System and ends after 30 days at the hour corresponding to the activation hour. If the Service Recipient decides to purchase a paid subscription before the end of the trial period and pays the Subscription Fee, the first Subscription Period will begin at the end of the trial period.

The Service Provider may also introduce individual terms of cooperation for selected Service Recipients. In such a case, these Terms and Conditions shall apply together with the individual terms of the agreement (“Individual Terms of Cooperation”) specifying the terms of cooperation as well as exclusions and changes in the application of these Terms and Conditions. Upon expiration of the Individual Terms of Cooperation, which will occur on the terms specified therein, the Service Recipient who used them automatically continues to use the Service on the terms specified in these Terms and Conditions, provided that payment for the subscription is made in accordance with these Terms and Conditions. The Service Recipient may also opt out of further use of the Service with a 1-month notice period.

Access expires after the Service Recipient resigns from renewing the subscription or in case of failure to collect payment via the payment method chosen by the Service Recipient and an ineffective request for payment in accordance with § 5 section 3 of these Terms and Conditions.

Resignation from the subscription should be reported by the Service Recipient no later than before the end of the current Subscription Period. The Service Recipient may cancel the subscription using the “Cancel subscription” functionality available in the System.

In case of resignation from the subscription, access to the System remains active until the end of the paid Subscription Period.

The Service Provider reserves the right to introduce changes to Subscription Fees in the event of important reasons; however, any such price changes will take effect no earlier than 31 days from the date of sending notice of this change to the Service Recipient. Notice may also take the form of a message displayed in the System. Important reasons justifying a change in Subscription Fees include, in particular: an increase in the costs of services provided by external entities to the Service Provider or other costs necessary to perform the Service, changes in taxes and other public levies encumbering the Service Provider, and changes in regulations introducing additional obligations on the Service Provider generating costs. Excessive use of the functionality related to e-mail and SMS messages sent from the System in a manner inconsistent with their purpose (e.g., for advertising and marketing purposes) is also considered a justified circumstance for increasing subscription fees. The Service Recipient’s failure to cancel the subscription after receiving the notice referred to above constitutes acceptance of the changes in the Subscription Fee.

§5. Payment Methods and Terms

The Subscription Fee is collected cyclically, once a month, until the Service Recipient resigns from the Service. The fee is generated based on an invoice issued by the 5th day of the following month for the previous (monthly) Subscription Period. Any change of the payment operator or the Service Provider’s bank account number does not constitute a change to these Terms and Conditions, may be made unilaterally by the Service Provider, and requires notifying the Service Recipient, which may also occur by displaying a message in the System.

Invoices are sent in electronic form to the e-mail address provided by the client. The payment deadline for the invoice is 10 business days. The Service Recipient accepts receiving VAT invoices in electronic form without the Service Provider’s signature.

If payment cannot be made due to expiration, lack of funds, or other reasons, the Service Provider has the right to suspend access to the System until the fee is collected using a correct payment method, after first sending an e-mail to the Service Recipient reminding them of the arrears in the Subscription Fee and setting a deadline of no less than 7 days.

The moment of payment is deemed to be its correct authorization by the electronic payment system operator or its posting to the bank account indicated by the Service Provider.

§6. Rules for Using the System

To use the System, it is necessary to have a device that meets the requirements referred to in § 3 section 8 of these Terms and Conditions.

Access to the System for Users is granted by the Service Recipient by creating an account using the functionality available in the System.

The Service Recipient bears responsibility for actions performed by Users in the System, as well as by persons who gain access to the System due to the Service Recipient’s failure to secure this access against third parties (e.g., by disclosing access data or securing them incorrectly, User failure to log out of the System, failure to change access data in case of suspected disclosure) as for their own actions.

The Service Recipient is solely responsible for the manner of using the System, the permissibility of using it for the needs of the activity conducted by the Service Recipient, the proper processing of data using it, and the results achieved. This includes, in particular, meeting legal requirements regarding the use, storage, and archiving of the Service Recipient’s data. The Service Provider does not guarantee that the System is adapted to conduct business in the scope in which the Service Recipient conducts it.

After activating the System, the Service Recipient should immediately check its correct operation before starting the actual use of the System. Any defects should be reported immediately to the Service Provider by e-mail at [email protected]. Failure to report by the Service Recipient will be considered confirmation that the System was handed over for use in proper condition.

The Service Recipient undertakes that they will not, in particular:

• modify, interfere with, block, excessively burden, interrupt, or slow down the normal functioning of the System, hinder its availability, or in any way interfere with its use by third parties;
• send or distribute viruses, Trojan horses, worms, infected files, or similar destructive elements within the System;
• provide and distribute through the System content of an unlawful nature or detrimental to the good name or interests of the Service Provider or third parties.

§7. Complaint Procedure

The Service Provider undertakes to immediately take due efforts to remove defects preventing access or proper use of the System, taking into account the working time necessary for their removal.

In case of non-performance or improper performance of the Service by the Service Provider, the Service Recipient is entitled to file a complaint in writing or electronically to the Service Provider’s e-mail address.

A correctly submitted complaint should include the identification of the Service Recipient (first and last name and e-mail address), the subject of the complaint along with an indication of the period the complaint concerns, and circumstances justifying the complaint. In case of providing incomplete data, the Service Provider will request the Service Recipient to supplement the data.

The complaint is considered by the Service Provider within 14 days from the date of receipt. Information on the manner of considering the complaint is provided to the Service Recipient in the form of a message sent to their e-mail address.

Failure by the Service Provider to consider the complaint within the period specified above means its acceptance.

§8. Liability of the Service Provider

The Service Provider informs that, in accordance with Article 15 of the Act of 18 July 2002 on the provision of electronic services, it is not obliged to check the data transmitted, stored, or made available by it, referred to in Articles 12–14 of that Act, provided that these data do not originate from it.

The Service Provider is not liable for the obligations of Service Recipients resulting from their actions or omissions in connection with the Service provided.

The Service Provider is not liable for data entered by Service Recipients on the Service Provider’s websites or in the System and is not responsible for actions taken by the Service Recipient that contributed to the occurrence of any damage in relation to that Service Recipient or other Service Recipients or third parties, or prevented or hindered the provision of services by the Service Provider.

The Service Provider is not liable for damages incurred by the Service Recipient if they were caused by:

• an event of force majeure that could not have been predicted, or—if the occurrence of force majeure was predictable—when the effects of its occurrence could not have been prevented;
• incorrect use of the provided Service, in particular in a manner contrary to these Terms and Conditions, the nature of the legal relationship, and the principles of social coexistence;
• disclosure by the Service Recipient of any content to third parties using the Service;
• the use of information authorizing access to the System by third parties, if these persons came into possession of this information as a result of its disclosure by the Service Recipient or as a result of insufficient protection of the information by the Service Recipient against access by such persons;
• interruptions in the availability of the System caused by a technical break resulting from the development or repair of the System, as well as due to circumstances beyond the reasonable control of the Service Provider.

The Service Provider is liable only for actual losses incurred by the Service Recipient. The liability of the Service Provider towards the Service Recipient is in each case limited to the amount of the Subscription Fee that the Service Recipient pays to the Service Provider for the provision of the Service for one Subscription Period. To the extent permitted by law, the total liability of the Service Provider for all damages incurred by the Service Recipient in connection with using the System is limited to an amount equal to the sum of Subscription Fees paid by the Service Recipient in the last twelve months of using the System, or—if the Service Recipient uses the System for a shorter period—paid during the entire period of using the System.

§9. Termination of the Agreement

The Agreement for the provision of the Service is terminated as a result of:

• cancellation of the subscription by the Service Recipient;
• non-payment by the Service Recipient of the Subscription Fee in accordance with the Price List despite the expiration of the payment deadline and an ineffective request for payment in accordance with § 5 section 3 of these Terms and Conditions;
• termination of the Agreement by the Service Provider with notice;
• termination of the Agreement by the Service Provider without notice;
• death or cessation of the legal existence of the Service Recipient.

The Service Recipient may terminate the Agreement at any time by cancelling the subscription on the terms set out in these Terms and Conditions or by submitting a separate declaration to the Service Provider in writing or via e-mail, effective at the end of the paid Subscription Period.

The Service Provider may terminate the agreement for the provision of the Service at any time, effective at the end of the paid Subscription Period.

The Service Provider is entitled to terminate the Agreement without notice in the event that:

• the Service Recipient violates the provisions of these Terms and Conditions;
• the Service Recipient uses the System inconsistently with its parameters or purpose;
• the Service Recipient acts to the detriment of the Service Provider, other Service Recipients, or third parties;
• the Service Recipient undertakes illegal actions, including those aimed at or resulting in a breach of security of data processed in the System;
• the Service Provider ceases business activities related to providing the Service via the System.

Before terminating the agreement under § 9 section 4 lit. a) and b) of these Terms and Conditions, the Service Provider will request the Service Recipient to cease the violations, setting a deadline of no less than 7 days to stop these violations. This request may be made in writing or via e-mail. If the violation referred to above is of a material or repetitive nature, as well as in cases indicated above, an additional request and expiration of a deadline will not be required. A material violation of these Terms and Conditions is understood in particular as a violation of § 2 section 5, § 4 section 4, § 6 section 7, and § 10 of these Terms and Conditions.

After termination of the agreement, the Service Provider will transfer to the Service Recipient their data collected in the System, including data regarding Users. The transfer of data will take place within 30 days from the moment of termination of the Agreement. Data will be transferred electronically.

The Service Provider has the right to store data entered into the System by the Service Recipient or Users authorized by the Service Recipient also for a period of 12 months from the end of the calendar year in which the Agreement was terminated—for archiving purposes, performing backups, as well as potential pursuit of claims or defense against them. After this time, all data entered into the System by the Service Recipient or Users authorized by the Service Recipient may be irretrievably deleted without the possibility of recovery, unless the Service Provider has an appropriate legal basis or legally justified interest for their further storage (e.g., in case of an ongoing dispute with the Service Recipient).

§10. Intellectual Property

All content posted on the Service Provider’s websites in the System (including graphics, texts, page layouts, and logos) not originating from the Service Recipient, as well as the System itself and the Service Provider’s websites and all their components, enjoy legal protection and are the exclusive property of the Service Provider or the subject of rights (including licenses) held by the Service Provider. The use of this content and elements by the Service Recipient, Users, or any other persons acting on the orders or on behalf of the Service Recipient, to an extent exceeding normal use in accordance with these Terms and Conditions, without the prior written consent of the Service Provider is prohibited and results in civil and criminal liability.

The use of the Service Provider’s System, as well as the use of text and graphic materials, applications, databases, or other content and elements mentioned above, does not mean the acquisition by the Service Recipient of any rights in relation to the specified content or elements, and in particular does not mean the acquisition of economic copyrights or related rights, acquisition of rights to know-how, or other intellectual property rights or intangible assets. The Service Recipient is granted only a paid, non-transferable, non-exclusive, and time-limited license authorizing the use of the System within the scope of its intended purpose without the right to grant sublicenses. Under this license, the Service Recipient may authorize the use of the System by a number of Users agreed with the Service Provider, for whose actions and omissions the Service Recipient is fully responsible.

The following activities in particular are prohibited without the express consent of the Service Provider:

• copying, modifying, and transmitting electronically or otherwise the System or parts thereof, as well as individual content made available through it, or any other content and elements mentioned above;
• downloading the contents of the System’s databases (except for databases created by the Service Recipient) and their secondary use in whole or in part;
• gaining access to and making any copies of content created or placed in the System by other Service Recipients and Users authorized by them.

§11. Personal Data

The Service Provider complies with the principles of protection of personal data of Service Recipients and Users provided for by regulations, including Regulation (EU) 2016/679 (GDPR). The Service Recipient undertakes that all Users acting under its authority will post personal data in the System only to the extent that the Service Recipient has a sufficient legal basis for it, for which the Service Recipient bears full responsibility, and in case of violation of this provision, is obliged to fully indemnify the Service Provider and reimburse all damages and costs incurred in connection therewith. Detailed rules for processing personal data of Users are specified in the Privacy Policy.

The Service Provider may use personal data for the purpose of marketing products and services only if it has a sufficient legal basis.

Personal data entered into the System by the Service Recipient or Users authorized by the Service Recipient or collected therein are processed by the Service Provider on the basis of the Personal Data Processing Entrustment Agreement (Data Processing Agreement) constituting an attachment to these Terms and Conditions and accepted by the Service Recipient together with the acceptance of these Terms and Conditions, unless the Service Provider has its own legal basis for their processing.

§12. Final Provisions

These Terms and Conditions apply for an indefinite period. The Service Provider reserves the right to change these Terms and Conditions. The Service Provider will notify about a change to these Terms and Conditions on the Website and via a message displayed in the System at least 14 calendar days before the changes enter into force. A change to these Terms and Conditions during a continuous contractual relationship binds the other party if notification was made in accordance with the previous sentence and the Service Recipient did not terminate the agreement within the notice period of 14 calendar days.

The Service Recipient may not transfer rights and obligations resulting from the Agreement concluded with the Service Provider to another entity unless they have obtained the prior written consent of the Service Provider.

In matters not regulated by these Terms and Conditions, the relevant provisions of Polish law shall apply.

Disputes arising in connection with these Terms and Conditions (including the performance or interpretation of its provisions) will be submitted for resolution to the Polish common court competent for the seat of the Service Provider (unless otherwise provided by generally applicable law).

These Terms and Conditions enter into force on December 1, 2022.