MINTHCM CLOUD

TERMS & CONDIDTIONS

Version 1.2 – April 2026

I.   Definitions

The following terms used in these Terms & Conditions shall have the meanings set out below:

1. Client – an entity that orders services offered by the Service Provider.
2. Consumer – a natural person with full legal capacity who orders services offered by the Service Provider outside the scope of their business or professional activity.
3. Civil Code – the Polish Civil Code Act of 23 April 1964 (consolidated text).
4. Employee – any natural person whose profile has been created and activated within the Client’s instance of the System, regardless of their employment status.
5. Plan – the subscription tier chosen by the Client, defined by the maximum number of Employees that may be registered in the System at any one time, as set out in Section IV.
6. ODR Platform – an online dispute resolution platform for Consumers and entrepreneurs established pursuant to Regulation (EU) No 524/2013 of the European Parliament and of the Council of 21 May 2013 on online dispute resolution for consumer disputes.
7. System – the collection of applications and tools based on the MintHCM platform, made available and supported by the Service Provider on an Open Source licence basis.
8. System Producer – the creator and maintainer of the MintHCM open-source software, the MintHCM open-source community, accessible at www.minthcm.org.
9. GDPR – 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 (General Data Protection Regulation).
10. Terms & Conditions (ToS) – this document, which sets out the rules governing the conclusion of agreements between Clients and the Service Provider, including agreements concluded at a distance in the case of Consumers, and which also constitutes the terms of service for the provision of electronically supplied services.
11. Service Provider – eVolpe Consulting Group Spółka z ograniczoną odpowiedzialnością spółka komandytowa, with its registered office and address at: Aleje Solidarności 46, 61-696 Poznań, Poland, registered in the Register of Entrepreneurs by the District Court Poznań Nowe Miasto i Wilda in Poznań under KRS number 0000494749, NIP (tax ID): 7811892697, telephone: +48 783 372 094, e-mail: contact@minthcm.org.
12. Act on the Provision of Electronic Services – the Polish Act on the provision of services by electronic means of 18 July 2002 (consolidated text).
13. Consumer Rights Act – the Polish Act on consumer rights of 30 May 2014 (consolidated text).
14. User – a natural person authorised by the Client for whom an individual account has been created in the System, enabling its use.

II.   General Provisions

1. All prices for paid Plans quoted by the Service Provider are expressed in United States dollars (USD).
2. Clients shall not bear charges higher than the standard rate for communications with the Service Provider using means of distance communication.
3. The Service Provider ensures the proper functioning of the System on any device with Internet access and a compatible web browser or a dedicated application.
4. The Service Provider recommends using the latest versions of web browsers and dedicated applications recommended by the System Producer.
5. To the fullest extent permitted by applicable law, the Service Provider shall not be liable for disruptions, including interruptions, in the functioning of the System caused by force majeure, scheduled maintenance, unlawful actions of third parties, or incompatibility of the Client’s technical infrastructure with the System. In particular, the Service Provider shall not be liable for loss of profits (lucrum cessans).
6. The Service Provider confirms that Clients may contact it promptly and effectively using the contact details specified in Section I, item 11 of these Terms & Conditions.
7. Clients may at any time obtain free access to the Terms & Conditions on the Service Provider’s website, and may also download, archive, or print it. The Terms & Conditions are also made available during the service ordering process.
8. These Terms & Conditions apply both to Clients who are Consumers and to business entities, with the exception of Sections VII and IX, and all provisions addressed exclusively to Consumers.
9. The Client undertakes to use the System in accordance with applicable laws, these Terms & Conditions, and principles of social conduct.
10. Details regarding the processing of personal data are set out in the Privacy Policy, which complies with the GDPR and is made available to the Client prior to the conclusion of the Agreement. A separate Data Processing Agreement (DPA) may be concluded in accordance with Article 28 of the GDPR.

III.   Electronically Supplied Services

• The Service Provider supplies, by electronic means, a service consisting of providing the Client with access to the System.
• The Service Provider provides the service by deploying and maintaining a hosted instance of the MintHCM system on its own infrastructure.
• The services are paid, except for the Free Plan as described in Section IV. The Service Provider shall indicate all costs to be borne by the Client in each case.
• The scope of the service and its price depend on the number of Employees registered in the System and the selected Plan in accordance with the price list set out in Section IV.
• By ordering a Plan, the Client confirms that they have read its description, conditions of use, and the Terms & Conditions, and that they accept all provisions thereof.
• By accepting these Terms & Conditions, the Client consents to the conclusion of the agreement using means of distance communication, i.e. e-mail or an electronic order form.
• Subject to the terms of a separate agreement or order, the Service Provider may create a personalised version of the System tailored to the Client’s individual needs and specifications.
• The Service Provider guarantees access to the System at a level of not less than 99.5% of time per calendar month, subject to planned and communicated maintenance breaks.
• The Service Provider reserves the right to perform maintenance breaks during which access to the System may be temporarily unavailable. The Service Provider will notify the Client of any planned maintenance break at least 1 (one) business day in advance via e-mail. Emergency maintenance required to protect the security or integrity of the System may be performed without prior notice; the Service Provider will inform Clients of such breaks as soon as reasonably practicable.
• The Service Provider informs Clients that the primary risks associated with the use of electronically supplied services over the Internet include, in particular, interference by third parties, computer viruses, Trojan horses, and spam. Clients are advised to install legitimate and up-to-date security software to protect their devices against these threats.
• The Client undertakes to:
• use the System in accordance with its intended purpose and the requirements for its proper operation;
• not transmit via the System any content that is unlawful or that may infringe the rights of others;
• not use or share, without appropriate authorisation, any materials that may infringe copyright, other intellectual property rights, or industrial property rights;
• not engage in any activity contrary to law via the System, including not using the System to send unsolicited commercial information;
• notify the Service Provider immediately, and no later than within 4 hours, of any irregularities in the operation of the System, including any potential failures.
• Use of Client Name and Logo. The Client grants the Service Provider a non-exclusive, royalty-free, worldwide licence to use the Client’s company name, registered trade name, and logo (collectively, “Client Marks”) solely for the purpose of identifying the Client as a user of MintHCM Cloud in the Service Provider’s marketing and promotional materials, including but not limited to: the Service Provider’s website, case studies, social media channels, press releases, presentations, and sales collateral. The Service Provider undertakes to: (a) use the Client Marks only in a form and manner consistent with the Client’s brand guidelines, where such guidelines have been made available in writing; (b) not alter, distort, or combine the Client Marks with other elements in a way that could damage the Client’s reputation; and (c) promptly remove or amend any use of the Client Marks upon the Client’s written request. This licence is granted for the duration of the agreement and shall automatically terminate upon its expiry or termination. Any use of the Client Marks beyond the scope described above requires the Client’s prior written consent.
• The Service Provider shall be authorised to process the Client’s non-personal data for technical purposes (including, inter alia, provision of services, backups, repairs, updates, modifications) and statistical purposes (statistical analyses).

IV.   Plans and Payment

4.1   Subscription Plans

Access to MintHCM Cloud is provided under the following subscription Plans based on the number of Employees registered in the System:

Prices are exclusive of any applicable taxes, which shall be added where required by law.

4.2   Payment Terms

• Payment for paid Plans is processed exclusively through Stripe, Inc. (or its authorised affiliates). By subscribing to a paid Plan, the Client agrees to Stripe’s terms of service and privacy policy, available at stripe.com. The Service Provider does not store payment card data.
• Subscription fees for paid Plans are charged monthly in advance in USD on the billing date established at the time of sign-up.
• The Client’s account will be activated and accessible within 1 (one) business day of successful payment confirmation or, in the case of the Free Plan, within 1 (one) business day of account registration.
• A VAT invoice or equivalent receipt shall be issued by the Service Provider after receipt of payment and sent to the Client’s registered e-mail address.
• The Client consents to the Service Provider issuing invoices in electronic form.
• In the event of a failed or overdue payment, the Service Provider shall have the right to suspend the service (access to the System will be blocked, while the Client’s data will remain preserved). If payment is not received within 30 (thirty) days from the original billing date, the Service Provider shall have the right to permanently delete all the Client’s data from the System.
• The Service Provider may, at its discretion, apply discounts, rebates, or promotional reductions. The Service Provider excludes warranty rights in relation to discounted services, except for Clients who are Consumers.
• The Service Provider reserves the right to change subscription Plan prices. Any price changes will be communicated to the Client at least 30 (thirty) days in advance by e-mail. Price changes shall not affect the current billing period already paid.

4.3   Employee Limit Compliance

• The Client’s active Plan limits the maximum number of Employees that may be registered in the System at any given time.
• If the Service Provider detects that the number of Employees registered in the Client’s System instance exceeds the limit of the active Plan, the Service Provider will notify the Client by e-mail.
• Upon receipt of such notification, the Client shall have 2 (two) business days to either: (a) reduce the number of registered Employees to comply with the current Plan’s limit, or (b) upgrade to a Plan whose limit covers the current number of registered Employees.
• If the Client fails to comply within the 2-business-day period referred to in item 3 above, the Service Provider reserves the right to automatically remove Employee records in excess of the Plan limit. Removal will affect the most recently added Employee records first. The Service Provider will inform the Client of any such action.
• The Client is solely responsible for ensuring that the number of Employees in the System does not exceed the Plan limit at any time.

V.   Security and Backup Policy

• Data entered into the System remains the property of the Client.
• The Service Provider ensures that access to the System is available exclusively via a secure, encrypted SSL/TLS connection, authenticated by an appropriate certificate.
• The Service Provider undertakes to create and store backup copies of the System (database snapshots and file packages) in accordance with the adopted backup policy.
• The Service Provider undertakes to store daily System backups from the last 7 days (6 backup copies) and weekly System backups from the last month (4 backup copies).
• The Service Provider implements appropriate technical and organisational measures to protect the System against unauthorised access, data loss, and other security threats, in accordance with the current state of technology and relevant legal requirements, including the GDPR.

VI.   Warranty Rights

• The Service Provider is obliged to supply Clients with services free of physical and legal defects (warranty). In the event of defects, Clients shall have the rights provided for under the Civil Code, in particular those relating to warranty (Articles 556 et seq.), and other applicable legal provisions.
• Complaints may be submitted to the Service Provider by:
• e-mail to: contact@minthcm.org,
• telephone, or
• in writing.
• The Service Provider shall respond to the Client’s complaint within 14 calendar days.
• The Service Provider does not provide a separate guarantee for the services offered, nor does it provide after-sale services.
• If a complaint is upheld, the Service Provider shall grant a discount or allow the Client to use the services for a further billing period or part thereof free of charge, subject to the provisions applicable to Consumers.

VII.   Right of Withdrawal (Consumers Only)

• A Client who is a Consumer shall have the right to withdraw from the agreement without giving reasons and without bearing any costs, except those referred to in the provisions below, subject to item 9.
• The withdrawal period is 14 days from the date on which the Service Provider enables the Consumer to use the service. To comply with the withdrawal period, it is sufficient to send the withdrawal statement before the expiry of that period, subject to item 9 below.
• The Consumer may submit the withdrawal statement using the form whose template is Annex 2 to the Consumer Rights Act, using the form provided by the Service Provider (see Section XI), or in any other form compliant with applicable law.
• The Service Provider shall promptly confirm receipt of the withdrawal statement.
• In the event of withdrawal from the agreement, the agreement shall be deemed not to have been concluded.
• The Service Provider shall, without delay and no later than within 14 days of receipt of the Consumer’s withdrawal statement, refund to the Consumer all payments made by the Consumer.
• The Service Provider shall make the refund using the same payment method used by the Consumer (i.e. via Stripe), unless the Consumer expressly agrees to a different method that does not entail any costs for the Consumer.
• The right of withdrawal from a distance agreement does not apply to the Client in respect of agreements listed in Article 38 of the Consumer Rights Act.
• Taking into account the nature of the services provided, if the Consumer wishes to use the service before the expiry of the 14-day withdrawal period, the Consumer waives the right of withdrawal and expressly consents to this before commencing use of the System.

VIII.   Termination and Account Closure

• The Client may terminate the agreement with 1 (one) calendar month’s notice, effective at the end of a calendar month. Notice of termination must be submitted in writing or by e-mail to contact@minthcm.org.
• The Service Provider shall have the right to terminate the agreement without notice in the event of:
• the Client’s material failure to fulfil obligations under the Terms & Conditions;
• the Client’s repeated failure to comply with Employee limit requirements under Section IV.3;
• the Client’s failure to cooperate with the Service Provider for the purpose of performing the service;
• other important reasons.
• Free Plan accounts that have not been accessed or used for a continuous period of 3 (three) months will be considered inactive. The Service Provider will send a notice of scheduled account termination to the Client’s registered e-mail address. If the Client does not log in or otherwise reactivate the account within 30 (thirty) days of such notice, the Service Provider may permanently terminate the account and delete all associated data. The Service Provider shall send at least one reminder during the 30-day notice period.
• Upon cessation of services, at the Client’s express written request submitted within 14 days of the termination effective date, the Service Provider undertakes to provide the Client with a database snapshot and file package of the System, including all changes and implementation work carried out to date.
• In accordance with the Open Source licence on which MintHCM is based, the Client shall have the right to continue using the System within its own infrastructure after independently migrating the System instance to another environment. Subject to the terms of a separate agreement, the Service Provider may assist the Client in the System migration process.

IX.   Out-of-Court Dispute Resolution (Consumers Only)

• If the Service Provider has rejected a complaint made by a Client who is a Consumer, and the Consumer disagrees with the decision, the Consumer may use the available out-of-court dispute resolution and claims enforcement procedures.
• A Consumer Client may contact the competent Regional Trade Inspection Inspector to apply for the initiation of mediation proceedings for the amicable resolution of a dispute between the Client and the Service Provider, in accordance with Article 36 of the Trade Inspection Act. Mediation is voluntary.
• A Consumer Client has the right to apply for resolution of a dispute arising from the concluded agreement by the permanent consumer arbitration court at the Regional Trade Inspection Inspector, referred to in Article 37 of the Trade Inspection Act.
• Detailed information on out-of-court dispute resolution and claims enforcement procedures is also available at the offices and on the websites of local consumer ombudsmen, social organisations whose statutory tasks include consumer protection, and Regional Trade Inspection Inspectorates.
• A Consumer Client may use the ODR Platform, located at: https://ec.europa.eu/consumers/odr

X.   Final Provisions

• The provisions of these Terms & Conditions do not aim to exclude or limit any rights of Clients who are Consumers arising from legal provisions. Any doubts shall be interpreted in favour of Clients who are Consumers. Provisions of the Terms & Conditions that are less favourable to the Client-Consumer than mandatory legal provisions shall be null and void.
• The content of the Terms & Conditions may be saved by the Client by printing, saving on a medium, or downloading it at any time from the Service Provider’s website.
• The Terms & Conditions shall enter into force upon publication on the Service Provider’s website.
• The Service Provider may amend the Terms & Conditions at any time. Clients will be notified of any changes by e-mail at least 30 (thirty) days before the changes take effect. If the Client does not submit a statement of termination of the agreement within the period indicated in the notification, the changes shall be deemed accepted.
• Clients may contact the Service Provider using the details provided in Section I, item 11 of these Terms & Conditions.
• The Service Provider does not apply a code of good practices within the meaning of the Act on Counteracting Unfair Market Practices.
• These Terms & Conditions and any disputes arising from agreements concluded on their basis shall be governed by Polish law. The competent court for resolving disputes with business Clients shall be the court having jurisdiction over the Service Provider’s registered office.
• These Terms & Conditions are effective as of 1 April 2026.

XI.   Annex: Consumer Withdrawal Form Template

(Complete and return this form only if you wish to withdraw from the agreement.)