Zencal

Terms and Conditions ‍

§ 1. Definitions

Terms used in the Terms and Conditions mean:

Operator - Zencal sp. z o.o. with its registered office in Kraków, ul. Mogilska 65, 31-545 Kraków, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for Kraków Śródmieście in Kraków, XI Economic Division of the National Court Register under KRS number: 0000990807, NIP: 6751770090, REGON: 523087401, share capital: PLN 5,000.00, e-mail address: hello@zencal.io;
Price List - the price list specifying the available Plans, the type, scope and current amount of charges for paid Plans for the available Subscription Periods, located on the Website and in the User Account;
Subscription Period - a designated period of time for the provision of the Services covered by the paid Plan, amounting to either 1 month or 12 months; a Subscription Period of 1 month is valid from the day of commencement of that Subscription Period, in accordance with the Terms and Conditions, until the day of the next month corresponding to the day of commencement of the Subscription Period (e.g. the last day of a 1-month Subscription Period starting on 7 March falls on 7 April); however, a Subscription Period of 1 month does not equal a fixed number of 30 days - if a 1-month Subscription Period started on a day that does not exist in the following month, the last day of this Subscription Period is the last day of this following month (e.g. the last day of a 1-month Subscription Period starting on 31 January falls on 28 or 29 February); for a Subscription Period of 12 months, the rules described above apply accordingly;
User Account - available in Zencal and being part of Zencal, protected by an individual login and password, a separate set of resources in Zencal, collecting data and/or information provided by the User, through which the User uses Zencal and the Services;
Plan - a detailed list of specific Services and functionalities, together with their parameters and limits, available through Zencal, including the User Account, located on the Website and in the Price List;
User - a natural person of full legal age, a legal entity or an organisational unit without legal personality, to whom the law grants legal capacity, who has successfully set up a User Account;
Participant - a natural person, a legal entity or an organisational unit without legal personality, to which legal capacity is granted by law, who has scheduled an appointment with the User via Zencal and/or whom the User has invited to an appointment via Zencal;
Terms and Conditions - these Zencal Terms and Conditions together with the attachments forming an integral part thereof, which are terms and conditions within the meaning of the Act of 18 July 2002 on the provision of services by electronic means and sets out the rules for the provision of Services to the User by the Operator through Zencal;
Privacy Policy - the Operator's privacy policy, available at: https://zencal.io/privacy-policy;
Consumer - a natural person entering into an Agreement with the Operator for a purpose not directly related to his/her commercial or professional activity;
Quasi Consumer - a natural person entering into an Agreement with the Operator directly related to his/her business activity, if it follows from the content of this Agreement that it does not have a professional character for this person, resulting in particular from the subject of his/her business activity, made available on the basis of the provisions on the Central Register and Information on Business Activity;
Zencal - an online appointment scheduling platform owned and provided by the Operator, delivered by the Operator in the SaaS (Software-as-a-Service) model, enabling access to the Services, available on the Internet at: www.app.zencal.io;
Website - the website owned by the Operator, available on the Internet at www.zencal.io, as well as other language versions of this website;
Force majeure - an external event, impossible to foresee, the consequences of which cannot be prevented, in particular acts of nature (including earthquakes, hurricanes, floods), as well as riots, general strikes, armed actions or acts of state authority;
Agreement - an agreement entered into between the Operator and the User, governing the provision of a Service or Services by the Operator to the User, under the terms of the Terms and Conditions;
Service or Services - the service or services provided electronically by the Operator to the User through Zencal; access to certain Services is conditional on the use of a specific paid Plan.

§ 2. General provisions

The Terms and Conditions set out the terms, conditions and scope of the provision of Services by the Operator through Zencal, excluding Services for which the Operator has introduced separate terms and conditions, in accordance with paragraph 8 below.
Prior reading and acceptance of the Terms and Conditions and the Privacy Policy is a prerequisite for the effective establishment of a User Account and the use of Zencal and the Services provided by the Operator. Acceptance of the Terms and Conditions and Privacy Policy is voluntary, however, if you do not accept them, you will not be able to use Zencal.
As part of your use of Zencal, the User may, in particular, create appointment topics, scheduling pages, manage appointments and availability, including scheduling and rescheduling appointments, and create profile page, scheduling page available to allow a potential Participant or Participant to select an appointment topic and schedule a preferred appointment.
The Services provided by the Operator under the Terms and Conditions include a free Plan and a paid Plan.
Some of the provisions of the Terms and Conditions apply only to the User who is a Consumer or Quasi Consumer.
The Operator shall make the Terms and Conditions available on the Website, in Zencal, including in the User Account, free of charge and in a continuous manner, making it possible to copy, acquire, reproduce and record the content of the Terms and Conditions, by printing and/or saving the Terms and Conditions on a device. The Terms and Conditions constitute a contractual template within the meaning of Article 384 § 1 of the Act of 23 April 1964 Civil Code.
The Agreement between the Operator and the User is governed by the Terms and Conditions, the Price List and the Plan used by the User, as well as the content of any consents and/or declarations made by the User during the process of creating a User Account and/or the process of placing an order for a paid Plan.
The Operator reserves the right to introduce separate terms and conditions for additional Services. Such terms and conditions will be published on the Website, in Zencal, including in the User Account.
The Operator allows for the possibility of entering into an individual agreement for the provision of Services. In such a situation, in the absence of provisions to the contrary, the legal relationship of the parties to such individual agreement shall be governed by such individual agreement and the Terms and Conditions, and in the event of a conflict between the Terms and Conditions and such individual agreement, the provisions of such individual agreement shall prevail.
For the avoidance of doubt, the place of performance of the Services shall be deemed to be the Republic of Poland. The preceding sentence shall not apply to a User who is a Consumer or Quasi Consumer.

§ 3. Technical and organisational requirements

The proper operation of Zencal requires the combined provision by a User, team member, potential Participant or Participant, at their own expense and at their own cost, of the minimum technical and organisational requirements, including:

a computer and/or other electronic device, including mobile devices, equipped with the current version of the operating system;
a correctly installed and configured current version of the web browser Google Chrome, Mozilla Firefox, Microsoft Edge, Opera, Safari;
essential cookies are enabled and JavaScript is enabled;
uninterrupted access to the Internet and an active connection to the Internet allowing two-way communication via HTTPS;
an active e-mail account.

The Operator shall not be liable for the lack of operation and/or malfunction of Zencal if the minimum technical and organisational requirements set out in paragraph 1 above are not met.
The use of the Internet and Zencal and/or the Services may involve the risk of malicious software entering the User's ICT system and devices. Therefore, in order to minimise this risk, it is advisable to use anti-virus software and other measures to protect the possibility of identification on the Internet.
The User acknowledges and accepts that any costs associated with data transmission and/or other telecommunication services necessary for the use of Zencal shall be borne by the User, in accordance with the agreement entered into by the User with the provider of such services.
The Operator communicates with the User, in connection with the provision of the Services, via e-mail to the e-mail address provided by the User during the process of creating the User Account or later updated by the User in the User Account, as well as provides any information and technical support regarding the operation and use of Zencal and/or the Services. Contact with the Operator is possible via:

chat available on the Website and in the User Account;
e-mail, at: hello@zencal.io;
the contact form on the Website and in the User Account;
by post to the following address: Zencal sp. z o.o., 65 Mogilska Street, 31-545 Kraków.

§ 4. Personal data

The Operator is the controller of the Users' personal data. The rules for the processing of Users' personal data are set out in the Privacy Policy.
In the case of personal data of Participants and/or members of the User's team entered into Zencal, including the User's Account, the controller of the personal data of these persons is the User, while the Operator acts as a processor. The entrustment of the processing of personal data by the User to the Operator shall take place on the basis of a personal data processing agreement, which constitutes an attachment number 1 to the Terms and Conditions.

§ 5. User Account. Validity of the User Account Agreement

The User's use of Zencal, including access to the Services, is possible once the User Account has been successfully set up, whereby, once the User Account has been set up, a login to the User Account is required each time for the User's use of Zencal, using the login data referred to in paragraph 9, third sentence below.
The creation of a User Account is voluntary and free of charge.
The creation of a User Account using an automated system is prohibited.
The effective establishment of a User Account occurs by the person who is to be granted User status completing the registration form available at Zencal, as well as accepting the Terms and Conditions and the Privacy Policy by ticking the relevant checkbox and then clicking on the "Register" button or with equivalent content. The creation of a User Account is tantamount to accepting the Terms and Conditions and Privacy Policy.
After the successful set-up of a User Account, a message confirming the successful set-up of the User Account and containing an activation link for the first access to the User Account shall be sent to the e-mail address provided by the User.
The Operator offers the option of creating a User Account with the help of authentication via an account on an external platform such as Facebook, Google or Microsoft, the access data for which is used to create the User Account. Creating a User Account with the help of an account with an external platform such as Facebook, Google or Microsoft is tantamount to prior acceptance of the Terms and Conditions and Privacy Policy and takes place according to the terms and conditions of such external platform. Logging into a User Account set up pursuant to this paragraph 6 shall take place using the access data to the external platform through which the User set up a User Account.
The User Account Agreement is entered into for an indefinite period of time, upon the effective establishment of the User Account and is free of charge.
Upon successful creation of the User Account, the User shall use the User Account under the free Plan.
During the process of creating a User Account, in the registration form, the data indicated as mandatory must be provided, which is a condition for the effective creation of a User Account. Provision of the data indicated as mandatory is voluntary, but failure to provide such data will prevent the effective set-up of a User Account. The e-mail address and password provided during the process of creating a User Account or later updated by the User in the User Account are login data for Zencal, which the User provides each time the User logs in to Zencal.
After the successful set-up of a User Account, the User, upon first logging into the User Account, is obliged to complete additional User data (e.g. name and surname, company name) via the relevant form in the User Account.
The User is solely responsible for providing true and complete data during the process of setting up the User Account and/or updating this data in the User Account and/or for providing additional data within the scope of the use of the User Account, e.g. the supplement to the User Data referred to in paragraph 10 above and/or when placing an order for a paid Plan.
In order to use particular Services and/or functionalities and/or to subscribe to a paid Plan, it may be necessary for the User to provide additional data, of which the User will be informed in advance.
The Operator is entitled to verify the authenticity of the data provided during the process of setting up the User Account and/or the data updated in the User Account and/or additional data concerning the User, if any doubts arise in this regard. In order to do so, the Operator may request the User to provide relevant explanations. This paragraph 13 shall not apply to a User who is a Consumer or Quasi Consumer.
After completion of the process of creating a User Account, and immediately after the first login to the User Account, the User has the option of indicating the User’s availability and creating the first topic of the appointment (onboarding). The User may skip the step referred to in the previous sentence.
One User may only have one User Account. The use of User Accounts of other Users is prohibited.
The User may at any time submit a declaration of termination of the User Account Agreement with immediate effect by e-mail to the Operator's e-mail address: hello@zencal.io and/or in writing to the Operator's address: Zencal sp. z o.o., ul. Mogilska 65, 31-545 Kraków and/or by deleting the User Account. Termination of the User Account Agreement does not deprive the User who is a Consumer or QuasiConsumer of the right to withdraw from the Agreement in accordance with the provisions of the Terms and Conditions and generally applicable law.
Termination of the User Account Agreement results in the permanent deletion of the User Account without the possibility of recovering any data and/or information stored in the User Account, with the reservation of the § 3 paragraph 8 of the personal data processing agreement constituting an attachment number 1 to the Terms and Conditions.
The User acknowledges that with the termination of the User Account Agreement and consequently the deletion of the User Account, the User loses the possibility to use Zencal, including the free Plan and/or the paid Plans, of which the User will be informed in the event that action is taken to terminate the User Account Agreement. The termination of the User Account Agreement with access to the paid Plan is tantamount to the cancellation of payments in the form of automatically renewable recurring payments (cancellation of the cyclical renewal of the Agreement for the paid Plan). Termination of the User Account Agreement by a User who is not a Consumer or QuasiConsumer shall not entitle such User to claim a refund of the payment made for the already paid Subscription Period of the paid Plan, and the User who is a Consumer or QuasiConsumer shall be entitled to a refund of the payment made in proportion to the number of days remaining to the end of the paid Subscription Period.
In order to delete a User Account, the button "Delete Account" or one with an equivalent content must be used, which is available in the User Account. If the User Account is deleted, the User Account Agreement is terminated with immediate effect in accordance with paragraphs 16-18 above.
The Operator, after having unsuccessfully called upon the User to desist and remove the violations within the period indicated by the Operator, may terminate the User Account Agreement with immediate effect, for important reasons, by submitting a notice of termination of the User Account Agreement via e-mail to the e-mail address of the User provided during the process of setting up the User Account or subsequently updated in the User Account, with immediate effect, which is equivalent to deletion of the User Account, in the case of:

substantial and/or repeated use of Zencal by the User in a manner contrary to the Terms and Conditions and/or applicable law;
the User acting to the detriment of the Operator, other Users, Participants, team members and/or persons using the Internet;
the Operator obtaining information from government authorities that a User, team member and/or other third party has committed and/or is suspected of having committed a criminal offence in connection with the use of Zencal.

Termination of the User Account Agreement by the Operator, in accordance with paragraph 20 above, shall not entitle the User who is not a Consumer or Quasi Consumer to a refund of the payment made for the already paid Subscription Period of the paid Plan. The reservation referred to in the preceding sentence shall not apply to a User who is a Consumer or Quasi Consumer, who shall be entitled to a refund of the payment made, in proportion to the number of days remaining to the end of the paid Subscription Period.
The Operator may also terminate the User Account Agreement with 14 days' notice by submitting a notice of termination of the User Account Agreement via e-mail to the User's e-mail address provided during the process of setting up the User Account or subsequently updated in the User Account, for an important reason, which is the need to discontinue the provision of the Services via Zencal and the provision of Zencal for important economic and/or business reasons, consisting in particular of the loss of financial, technical and/or organisational resources that enable the provision of Zencal and/or the termination of business activities by the Operator. The User shall be entitled to a refund of the payment made, in proportion to the number of days remaining until the end of the paid Subscription Period.
If the User does not log in to the User Account at least once for a period of more than 12 consecutive months, provided that the User does not have access to the paid Plan in the User Account, the Operator reserves the right to terminate the User Account Agreement with a period of notice of 14 days and to delete the User Account, of which the User shall be informed in advance via e-mail to the e-mail address provided during the set-up of the User Account or subsequently updated in the User Account, with 30 days' notice. The User shall be able to choose to continue to use the User Account by logging into the User Account and/or by clicking on the link sent in the e-mail referred to in the previous sentence. After effective termination of the User Account Agreement by the Operator pursuant to this paragraph 23, the User may set up a new User Account.

§ 6. Services and integrations with third-party services

Through Zencal, including the User Account, the following Services, in particular, are made available to the User on the basis of the Terms and Conditions:

under the Basic Plan:
1. creation and maintenance of a User Account;
2. enable access to the User Account;
3. enable the creation of a User profile;
4. enabling the User to manage the User’s availability, to create topics for appointments and the creation of the scheduling page(s), a profile page where the User can, in particular, make, schedule and/or postpone appointments;
5. to enable the generation of a link to a planning page and/or a User profile page through which a potential Participant or Participant accesses the planning page and/or User profile page and can make an appointment with the User;
6. enabling the inclusion of a widget in the form of a planning page or profile page on the User's website, through which a potential Participant or a Participant accesses the User's planning page or profile page and can schedule an appointment with the User;
7. enable the User to manually schedule and arrange an appointment with a Participant by sending an invitation to an appointment, by the User filling in the appropriate form in the User Account;
8. enabling e-mail and/or SMS notifications to be sent to the User, Participant and/or team member regarding appointments;

under the Pro Plan:
1. all Services available under the free Plan referred to in paragraph 1(a) above;
Under Team Plan:
1. enable the User to create a team, including, but not limited to, editing the team profile, creating a planning page, team profile page, managing the team and team appointments, including adding team members, in accordance with § 7 of the Terms and Conditions.

The use of the paid Plan is only possible at the request of the User, after an order has been placed and the User has made the relevant payment in accordance with the Terms and Conditions.
The User has the option to voluntarily integrate the User Account with selected currently available services of external entities, independent of Zencal and the Operator. The possibility to integrate the User Account with a service of an external entity is made available as an add-on to the respective Plan, and the use of such integration is only additional to the respective Plan and is not necessary to use the respective Plan. The list and scope of the third-party services with which the User Account can be integrated may differ for free and paid Plans, and this list and scope are posted next to the relevant Plan on the Website, the Price List and in the User Account.
The User uses the respective service of an external entity with which the User Account can be integrated, in accordance with the terms and conditions (regulations, agreements, policies, etc.) of such external entity platform, and the Operator is not a party to the relationship between the User and such external entity. The Operator is not responsible for the proper functioning of the services of external entities, nor does the Operator participate in any way in the activities and/or transactions of the User carried out via the services of external entities with which the User has integrated the User Account.
As part of the integration of a User Account with a third party service, there may be a transfer and/or exchange of information or data between Zencal, including the User Account and the third party platform, including personal data that has been entered into Zencal and/or the User Account by a User, team member and/or Participant.

§ 7. Team

A User who uses the paid Plan, via the User Account, may create a team with which a potential Participant or Participant may schedule an appointment via Zencal or a Participant may be invited to an appointment with a team via Zencal.
The team owner is the User who created the team. The Team administrator, which is always the team owner and/or a team member with the appropriate rights granted by the team owner to edit specific settings in the team and manage the team.
In order to create a team, it is necessary to use the team panel located in the User's Account, within which the User enters information and data concerning the team. Once a team has been created, the User can, in particular, create a team profile page, add team members, create appointment topics, planning pages within the team and assign specific rights and functions to team members.
A Team Member is a person with whom, at the discretion of the User who owns the team, a potential Participant or Participant may schedule an appointment or may be invited to an appointment within the team of the User who owns the team, through Zencal. A member of the team may only become another User, designated and added by the team owner and/or team administrator in accordance with paragraph 6 below, if and only if the User who owns the team has previously indicated the appropriate number of places for team members during the ordering process for the paid Plan in accordance with paragraph 5 below. A team member shall have limited access to the functionality of the team, based on the role such team member has, in accordance with the rights granted by the team owner and/or team administrator.
During the process of placing an order for a paid Plan in accordance with § 9 of the Terms and Conditions, the User wishing to create a team and add team members is required to indicate the number of places for team members in the order form, which will result in a corresponding increase in the price for the selected paid Plan Subscription Period, in accordance with the Price List current at the date of placing the order. The number of team member seats indicated by the User does not change and is valid for the entire term of the paid Plan Agreement, and payments for subsequent Subscription Periods are charged taking into account the number of team member seats indicated by the User during the ordering process. When entering into a new Paid Plan Agreement, the procedure described in this paragraph 5 is repeated.
Adding a team member is done via the team panel in the User's Account, by indicating in the relevant form the first name, surname and e-mail address assigned to the User's Account of the person who is to become a team member, and then clicking on the button "Add" or with equivalent content. Once a team member has been added, the person to be granted team member status, who is a User, will receive an e-mail from the User who owns the team, containing an invitation to join the team. The person who is to become a team member may accept the invitation by clicking on the "Join Team" button, or one with equivalent content, contained in the e-mail. In the event that the person invited to join the team is not a User, this person must be informed by the User who owns the team that such person must create a User Account using the e-mail address of the person indicated when adding the team member - in this situation, the creation of a User Account by this person is voluntary, but necessary to join the team.
A team member may be removed at any time by the owner and/or administrator of the team, via the team panel located in the User Account. The removal of a team member does not affect the number of team member places indicated by the User in accordance with paragraph 5 above, and a new team member may be added to the team in exchange for the removed team member. This procedure may be repeated throughout the term of the paid Plan Agreement.
The User, as a team owner, is solely responsible for the acts and/or omissions of team members undertaken within such User's team through Zencal. Each member of the team, as an independent User, is individually responsible, in accordance with the Terms and Conditions, for team member’s acts and/or omissions undertaken outside the team.

§ 8. User content

The User is fully responsible for any and all content uploaded by the User to Zencal, the User Account and/or the team, including, but not limited to, information, data, personal information, files, images, videos, graphics, other material, documents (e.g. the User's terms and conditions and/or privacy policy), links to other websites, and for their veracity.
The User agrees to only enter into Zencal, the User Account and/or the team such content that the User is entitled to enter into. The User undertakes that the User’s actions in this respect shall not infringe any rights of third parties. The Operator shall not be liable for the User Content referred to in paragraph 1 above.
As part of the use of Zencal, the User has the possibility to place, via the User Account, the User’s own content, which may be subject to the protection provided for, among others, by the provisions of the Act of 4 February 1994 on Copyright and Related Rights or the Act of 30 June 2000 on Industrial Property Rights, such as. texts, photographs, films, graphics, logos, trademarks, documents, including the User's terms and conditions and/or privacy policy, and as soon as the User uploads this content to Zencal, including the User's Account, the User grants the Operator a non-exclusive, royalty-free, territorially unlimited, time unlimited license, with the possibility to grant sub-licenses, to use this content in the following fields of exploitation:

as regards the recording and reproduction of content, the production of copies of such content by a specified technique, including digital, magnetic recording and printing technology;
as regards the circulation of the original or copies on which the content has been fixed, the marketing of the original or copies of the work;
to the extent that the content is disseminated in a manner other than that specified under (b) above, to the display, reproduction, broadcasting and re-broadcasting of the content, as well as to the public making the content available in such a way that everyone can access it from a place and at a time individually chosen by them, including making the content available on the Internet, in particular via Zencal.

The User represents and warrants that the User content covered by the above license, does not infringe any third party rights, and that the User is entitled to grant the said license. The User shall be fully liable for any damages incurred by the Operator due to the posting of User content on Zencal, the User Account, the team and/or the Website, as well as the Operator's use of such User content under the above license.
By posting on Zencal, the User's Account, including the team, any content containing an image of a third party, the User represents and warrants that the User has the appropriate authorisation of the third party concerned to use his or her image. The User warrants and guarantees that the posting of the content referred to in the preceding sentence, as well as the granting of the license under the conditions set out in paragraph 3 above, will not infringe any rights of the third party concerned.
The User undertakes and warrants that, in the event of a claim against the Operator by any third party in connection with the Operator's use of the User content, the User shall indemnify the Operator against all liability in connection with the use of the User content and shall pay all costs related thereto, including the costs of litigation and legal counsel.

§ 9. Payments for the paid Plan and placing of the order

Payments for the paid Plan made by the User to the Operator are made through the Stripe platform, which provides online payment services, available at: www.stripe.com, in accordance with the Stripe payment services terms and conditions, which can be found on the website indicated.
Payments are only made using the User's payment card and the payment card data provided by the User. The Operator does not have access to the payment card data indicated by the User and does not process this data.
Payments are made only in the model of automatically renewable recurring payments (subscription), taken periodically, automatically and directly from the User, from the payment card indicated by the User during the ordering process to make the first payment for the Subscription Period.
As a condition for the entering into the paid Plan Agreement, the User must agree to make automatically renewable recurring payments (subscription) and the associated recurring debiting of the User's designated payment card, which means that the paid Plan Agreement will be automatically and cyclically renewed for a fixed period of time equal to the Subscription Period selected as part of the ordering process until the User opts out of the automatically renewable recurring payments as referred to in paragraph 8 below.
All prices indicated in the Price List are gross prices (including VAT in accordance with applicable law) and are expressed in Polish zloty (PLN) and/or, additionally, in another currency specified in the Price List.
The moment the payment is made is when the Stripe platform positively verifies the payment.
The first payment for a Subscription Period (as part of the ordering process) is made in the form of a prepayment, and subsequent payments for subsequent Subscription Periods are made automatically and cyclically, for the Subscription Period selected during the ordering process, subject to § 7 paragraph 5 of the Terms and Conditions, in accordance with paragraphs 16-18 below, in accordance with the Price List applicable at the time of ordering, until the User cancels the automatically renewable recurring payments, in accordance with paragraph 8 below.
The User, via the User Account, may at any time opt out of making payments in the form of automatically renewable recurring payments under the paid Plan Agreement. The User may cancel the automatically renewable recurring payments (cyclic renewal of the paid Plan Agreement) in the User Account by clicking on the button "ancel" or an equivalent text and/or by sending a message to the Operator at the following e-mail address: hello@zencal.io. After the resignation referred to in the previous sentence, the User has access to the paid Plan until the end of the Subscription Period for which the last payment was made.
The User shall ensure that adequate funds are available on the payment card designated by the User for automatically renewable recurring payments.
The validity of the first Subscription Period, including access to the paid Plan, shall commence immediately upon entering into the paid Plan Agreement, which shall be entered into at the time indicated in § 10 paragraph 2 of the Terms and Conditions.
During the ordering process, the User declares that the User is entering into the paid Plan Agreement as a Consumer or Quasi Consumer or as a person who is not a Consumer or Quasi Consumer, by entering the relevant data in the form provided for this purpose and ticking the relevant checkbox.
The order form should be completed completely, truthfully and in accordance with the instructions given in its content. During the ordering process, the User shall select, in particular, the Subscription Period taking into account § 7 paragraph 5 of the Terms and Conditions, accept the Terms and Conditions and indicate the payment card. In addition, the User who is a Consumer or QuasiConsumer, during the ordering process (prior to the commencement of performance), is informed that if the User wishes (agrees) for the Operator to perform the Services in full before the expiry of the 14-day period for withdrawal from the paid Plan Agreement and acknowledges this information, the User will lose the right to withdraw from the paid Plan Agreement after the Operator's performance. A User who is a Consumer or QuasiConsumer may give such consent by making a separate declaration of intent to this effect by ticking the relevant checkbox.
After completing the order form, the User shall make the first payment via the payment card indicated by the User in accordance with this § 9.
Information related to the possibility of entering into a given paid Plan Agreement is made available to the User each time in the User Account and/or on the Website, as well as during the ordering process.
The Operator shall send to the User's e-mail address, provided during the process of creating the User Account or updated later in the User Account, confirmation of the entering into the paid Plan Agreement , confirmation of the User's consent to make automatically renewable recurring payments and related cyclic debiting of the User's payment card, as well as the Terms and Conditions shall be attached to the confirmation. To the User who is a Consumer or Quasi Consumer, the Operator also sends a confirmation of the User's willingness to perform the Services in full in circumstances causing the loss of the right of withdrawal from the Agreement and the acceptance of the information about the loss of this right.
The User, via e-mail and/or User Account, shall be notified by the Operator at least 7 days prior to the end of the current Subscription Period of the end date of the current Subscription Period and the date on which the payment for the next Subscription Period is collected, which always falls on the first day of the next Subscription Period.
In the event of failure to collect the appropriate amount due from the payment card of the User, within the period indicated by the Operator in the notification referred to in paragraph 16 above, the Operator shall send to the User, via e-mail to the e-mail address indicated during the process of creating the User Account or updated later in the User Account, a notification of payment failure, possible steps to be taken in order to make the payment, and in such a situation, the User shall have conditional time of access to the paid Plan within the next Subscription Period, during which further attempts shall be made to collect the appropriate amount due from the User's payment card, of which there shall be no more than 3. Failure of the last attempt to collect the relevant charge from the User's payment card results in the User's immediate loss of access to the paid Plan with all the consequences described in the Terms and Conditions, and the paid Plan Agreement is terminated immediately after the failure of the last attempt to collect the relevant charge from the User's payment card.
For the avoidance of doubt, irrespective of the date on which the User's payment card is charged with the relevant payment referred to in paragraphs 16-17 above (either as part of the first or subsequent attempt), the duration of the subsequent Subscription Period shall be calculated from the date of the first payment referred to in paragraph 16 above.
The User agrees to issue VAT invoices solely and exclusively in electronic form, in accordance with applicable law and to send VAT invoices to the e-mail address provided by the User during the process of creating the User Account or later updated in the User Account and to make the VAT invoice available in the User Account. The User shall be obliged to provide correct and truthful data in the payment form, necessary for issuing VAT invoices. VAT invoices are issued after payment has been made by the User. The User who is a Consumer or Quasi Consumer is entitled to withdraw the consent referred to in this paragraph 19 at any time.
The Operator reserves the right to offer discounts and/or carry out promotional campaigns, the rules of which shall be defined each time in separate terms and conditions made available to the User by the Operator.

§ 10. Use of the paid Plan. Validity of the paid Plan Agreement

The Agreement for a Paid Plan is concluded for a fixed period of time, equal to the Subscription Period selected during the ordering process, immediately upon proper order placement and first payment, and with a User who is a Consumer or Quasi Consumer only if such User, during the ordering process, expressed his/her willingness to perform the Services in full before the expiration of the deadline for withdrawal from the Agreement in accordance with the Regulations. The Agreement for a Paid Plan is renewed periodically for a fixed period of time, equal to the Subscription Period selected during the ordering process, until the User cancels the Paid Plan in accordance with § 11.3 of the Regulations.
The User shall gain access to the Fee Plan immediately upon entering into the Agreement for the Fee Plan, and with respect to a User who is a Consumer or Quasi-consumer, only if such User, during the ordering process, has expressed his or her willingness to perform the Services in full before the expiration of the deadline for withdrawal from the Agreement, in accordance with the Regulations.
During the period of the User's use of a Plan, it is not possible to access another Plan in the User's Account.

§ 11. Resignation from the Plan

User, may cancel the Paid Plan at any time.
In the case of use of a selected Paid Plan, the User may opt out of this Paid Plan by submitting a statement to opt out of making payments in the form of automatically renewable recurring payments (cyclical renewal of the Agreement for the Paid Plan), in accordance with § 9.8 of the Terms and Conditions. In this case, the cancellation of access to the Paid Plan takes effect at the end of the Subscription Period for which the last payment was made, and therefore, the User has access to the Paid Plan until the end of this Subscription Period. The Agreement for the Paid Plan is terminated at the end of the Subscription Period during which the User opted out of making payments in the form of automatically renewable recurring payments. The User's failure to pay the next Subscription Period in accordance with the Regulations shall be tantamount to the User's resignation from the Paid Plan within the meaning of this Section 3, subject to § 9 Section 17 second sentence of the Regulations.
Upon termination of the Paid Plan Agreement, the User's Account is automatically blocked with all the consequences described in the Terms and Conditions. You acknowledge and agree that a change in the Paid Plan is associated with a limitation of the functionality and Services available under the User Account, as specified in the Plans, and such limitation may consist, in particular, in the loss of access to or permanent deletion of certain information, content or data stored in the User Account (including team data).

§ 12. Withdrawal from the Agreement concerning the Consumer and Quasi Consumer

The provisions of this § 12 shall only apply to the User who is a Consumer or Quasi Consumer.
The User, being a Consumer or Quasi Consumer, is entitled to withdraw from the Agreement, without giving any reason, within 14 days from the date of entering into the Agreement, without the User, being a Consumer or Quasi Consumer, incurring any costs.
In order to exercise the right of withdrawal referred to in paragraph 2 above, the User who is a Consumer or Quasi Consumer should, within the time limit referred to in paragraph 2 above, inform the Operator of the decision to withdraw by addressing a statement to the Operator in any form, sending such statement by post to the Operator's address: Zencal sp. z o.o., ul. Mogilska 65, 31-545 Kraków and/or by e-mail to the Operator's e-mail address: hello@zencal.io. Sending the declaration to the Operator before the expiry of the deadline referred to in paragraph 2 above shall be sufficient to meet the deadline. A User who is a Consumer or Quasi Consumer may also use the specimen form constituting an attachment number 2 to the Terms and Conditions, but this is not obligatory.
The Operator shall promptly confirm to the User who is a Consumer or Quasi Consumer the receipt of the declaration of withdrawal from the Agreement, via e-mail, to the address indicated during the process of setting up the User Account or later updated in the User Account.
The User who is a Consumer or Quasi Consumer shall not have the right to withdraw from the Agreement if the Operator has performed the Services in full with the express and prior consent of the User who is a Consumer or Quasi Consumer, who has been informed prior to the commencement of the performance of the Services that after the Operator's performance the User will lose the right to withdraw from the Agreement and the User who is a Consumer or Quasi Consumer has acknowledged this. The User who is a Consumer or Quasi-consumer shall be informed of the loss of the right to withdraw from the Agreement in accordance with the applicable legal provisions. The User who is a Consumer or Quasi Consumer may give the User’s consent during the ordering process by making a separate declaration of intent to this effect by ticking the relevant checkbox.
In the event of an effective withdrawal from the Agreement, the Agreement shall be deemed not to have been entered into and the Operator shall refund to the User who is a Consumer or Quasi Consumer the payment made, no later than within 14 days from the day on which such User made the declaration of withdrawal from the Agreement. The payment made shall be refunded in the same manner in which the User who is a Consumer or Quasi Consumer made the payment.
The User who is a Consumer or Quasi Consumer and who has expressed the User’s willingness to perform the Services in full before the expiry of the 14-day withdrawal period, and who subsequently exercises the User’s right to withdraw from the Agreement, acknowledges that the exercise of the right to withdraw from the Agreement will entail payment for the performance performed until the withdrawal from the Agreement. The Operator shall make a pro-rata settlement of the payment made in relation to the time of use of the Service by the User who is a Consumer or Quasi Consumer, no later than 14 days from the date on which such User has made a declaration of withdrawal from the Agreement. Such User shall be refunded a part of the payment made in the same manner as the payment was made.

§ 13. Additional provisions concerning the Consumer and Quasi Consumer

This § 13 shall only apply to the User who is a Consumer or Quasi Consumer.
Details of the rights of the User who is a Consumer or Quasi Consumer are set out in the provisions of the Consumer Rights Act of 30 May 2014, and the Terms and Conditions are not intended to limit and/or amend them.
The Operator shall be liable for the failure to deliver Zencal and/or the Service on time and for the failure of Zencal and/or the Service to comply with the Agreement.
If the Zencal and/or the Service, has not been delivered on time, the User who is a Consumer or Quasi Consumer has the right to call for the delivery of the Zencal and/or the Service, in accordance with the complaint procedure set out in § 19 of the Terms and Conditions. If the Operator fails to deliver the Zencal and/or the Service immediately and/or within an additional period of time expressly agreed with the User who is a Consumer or Quasi Consumer, the User who is a Consumer or Quasi Consumer may withdraw from the Agreement in the manner described in § 12 paragraph 3 of the Terms and Conditions.
The Operator shall be liable for any non-conformity of Zencal and/or the Service with the Agreement which has occurred and/or has become apparent at the time when Zencal and/or the Service was to be delivered.
If the Zencal and/or the Service is not in conformity with the Agreement, the User who is a Consumer or Quasi Consumer may request that it be brought into conformity with the Agreement or make a declaration to reduce the price or withdraw from the Agreement.
The Operator may refuse to bring Zencal and/or the Service into conformity with the Agreement if bringing Zencal and/or the Service into conformity with the Agreement in the manner chosen by the User who is a Consumer or Quasi Consumer is impossible or would require excessive costs for the Operator.
If the Zencal and/or the Service is not in conformity with the Agreement, the Operator may make a declaration to reduce the price or withdraw from the Agreement when:

bringing it into conformity with the Agreement is impossible or requires unreasonable costs;
the Operator has failed to bring Zencal and/or the Service into compliance with the Agreement;
non-compliance with the Agreement continues despite the fact that the Operator has attempted to bring Zencal and/or the Service into compliance with the Agreement;
the lack of conformity of the Zencal and/or the Service with the Agreement is so significant as to justify either an immediate price reduction or withdrawal from the Agreement;
it is clear from the Operator's statement and/or circumstances that it will not bring the Zencal and/or the Service into conformity with the Agreement within a reasonable time and/or without undue inconvenience to the User.

The Operator shall be entitled to refuse to recognise a claim that Zencal and/or the Service does not comply with the Agreement, in particular when:

the digital environment (hardware, software and network connections used by the User who is a Consumer or Quasi Consumer to access and/or use Zencal and/or the Service) of the User who is a Consumer or Quasi Consumer is not compatible with the technical requirements set out in the Terms and Conditions;
a User who is a Consumer or Quasi Consumer shall not perform a duty to cooperate to determine whether the failure of Zencal and/or the Service to comply with the Agreement in a timely manner is due to the characteristics of the digital environment (hardware, software and network connection used by the User who is a Consumer or Quasi Consumer to access and/or use Zencal and/or the Service) of the User.

A User who is a Consumer or Quasi Consumer may not withdraw from the Agreement if the Service is provided in exchange for the payment of a price and the lack of conformity with the Agreement is immaterial.
A User who is a Consumer or Quasi Consumer may withdraw from the Agreement without being called upon to provide the Zencal and/or the Service if:

the Operator has stated and/or it is clear from the circumstances that it will not provide Zencal and/or the Service; and/or
the Operator and the User who is a Consumer or Quasi Consumer have agreed, and/or it is clear from the circumstances of the Agreement, that a specific deadline for the delivery of the Zencal and/or the Service was of material importance to the User who is a Consumer or Quasi Consumer, and the Operator has failed to deliver the Zencal and/or the Service within that deadline.

§ 14. Intellectual property

The Operator, upon the entering into the Agreement, grants the User, for the duration of the Agreement, a non-exclusive, non-transferable, non-transferable, territorially unlimited, non-sublicensable license to use Zencal, including the Services, in accordance with the purpose of Zencal, including the Services, and the Terms and Conditions.
All rights to Zencal, as well as to the individual elements of Zencal, as well as all content and materials (source code, software, databases, films, audio recordings, logos, photographs, texts, graphics, solutions and other files) included in Zencal and/or on the Website belong to the Operator and/or to entities with which the Operator entered into relevant agreements and may be subject to protection under the provisions of the Act of 4 February 1994 on copyright and related rights and the provisions of the Act of 27 July 2001 on the protection of databases.
Without the consent of the Operator expressed in writing under pain of invalidity, any reproduction (copying, reproducing, distributing, storing in search systems, placing on another website, etc.) of the content indicated in paragraph 2 above is prohibited, subject to § 14 paragraph 1 of the Terms and Conditions.
The User, who is not a Consumer or Quasi Consumer, grants the Operator a free, non-exclusive, territorially and temporally unlimited license to use the User's name, logotype and/or trademarks for Zencal's promotional and advertising purposes by, inter alia, displaying each of them on the Website, in Zencal, on the Operator's social media profiles and/or in promotional materials (e.g. portfolio) directed to potential Users, together with the information that the User is using Zencal. The User represents and warrants that the User owns full copyrights to the User's name, logotype and trademarks, and that their use in accordance with the license described in this paragraph does not infringe any rights of third parties.

§ 15. User rights and obligations

The Operator informs the User that the Operator only makes Zencal available to the User and the User makes the User’s own decisions regarding the use of Zencal, and therefore, the Operator has no influence on these decisions of the User.
The User may independently manage the User Account within the functionalities provided in Zencal, including the User's data and/or content, in accordance with the Terms and Conditions.
The User may share the User’s profile pages and/or planning pages with potential Participants or Participants for the purpose of enabling such persons to access the User’s profile pages and/or planning pages in accordance with the Terms and Conditions.
The User, as part of the use of Zencal, undertakes to:

use of Zencal, including the User Account in accordance with their intended purpose;
to act in accordance with the Terms and Conditions and generally applicable law when using Zencal, in accordance with good morals and with respect for the personal rights of third parties;
to use Zencal in a manner that is not disruptive to other Users, Participants and/or other third parties;
not to gain unauthorised access to other User Accounts;
refrain from providing, within the context of the use of Zencal, including the User Account, any unlawful, immoral and/or unethical content (including content of an ambiguous nature), e.g. pornographic or sexually oriented content, content suggesting that the services provided are of a sexual nature, and/or content relating to drugs, stimulants and/or other substances prohibited by law;
not to conduct, in the context of the use of Zencal, including the User Account, any activity that is unlawful, contrary to good morals and/or the rules of social conduct, such as any activity relating to the offering of sexual services and/or of a similar nature, and/or relating to the sale of drugs, designer drugs and/or other drugs prohibited by law;
to refrain from sending unsolicited commercial information within the meaning of the Act of 18 July 2002 on the provision of electronic services and/or from conducting direct marketing in a manner inconsistent with the provisions of the Act of 16 July 2004 Telecommunications Law;
to refrain from activities that may adversely affect the Operator, Zencal and/or the Operator's ICT systems and/or interfere with the operation of Zencal;
taking care of linguistic correctness, which above all means not using vulgarisms;
not to display on Zencal, in any form (including text, visual and/or photographic), any advertising content and/or commercial information with the aim of encouraging the use of platforms and/or solutions that are competitive with Zencal - this obligation also applies to not displaying website addresses, names and/or logos of platforms and/or solutions that are competitive with Zencal;
not to establish links to websites, the content of which violates and/or may violate the Terms and Conditions and/or generally applicable laws;
refrain from breaking and/or circumventing security measures;
to refrain from reverse-engineering, decompiling and/or performing any other act with the direct and/or indirect purpose of obtaining the source code of Zencal and/or parts of Zencal;
refrain from accessing any prohibited areas of Zencal;
to refrain from transmitting viruses, worms, Trojan horses and/or other harmful elements to Zencal, other Users, team members, Participants.

The User is obliged to ensure on the User’s own the compliance with generally applicable law of the actions taken in the use of Zencal, including the User Account, towards potential Participants and/or Participants and/or team members. In particular, the User's obligation referred to in the preceding sentence refers to ensuring the lawfulness of the User documentation provided within Zencal, including terms and conditions, privacy policies and/or obtaining the relevant consents and/or documenting the relevant grounds for processing personal data and/or obtaining the relevant consents for activities, for example, of a marketing nature towards the aforementioned persons. It is the User's responsibility to properly define the rules for making appointments and/or booking and/or cancelling appointments and to make potential Participants and/or Participants aware of them. The Operator shall not be held liable for failure to comply with the User's obligations under this paragraph 3.
The User acknowledges that the Operator does not provide the User with any documentation, including the documentation referred to in paragraph 3 above.
If the User undertakes actions in connection with the setting up of a User Account and/or other actions within the scope of the use of a User Account with the assistance of third parties, such User shall be obliged to ensure that such actions are undertaken only by persons duly authorised to act on behalf of such User.
A person who undertakes activities associated with the setting up of a User Account in the name and on behalf of a legal entity and/or an organisational unit without legal personality, which is granted legal capacity by law, and/or uses the User Account in the name and on behalf of a User who is a legal entity and/or an organisational unit without legal personality, which is granted legal capacity by law, must have the relevant authorisation to undertake such activities. The Operator reserves the right to request an appropriate document demonstrating the authorisation of such a person.
The User is obliged to undertake security measures that are appropriate and adequate to the existing risks in terms of securing the User Account against unauthorised use, primarily by appropriately securing all devices through which the User Account is accessed, as well as maintaining the confidentiality of the login data to the User Account. The Operator shall not be liable for failure to comply with the obligations of the User as set forth in this paragraph 7, if such obligations are not fulfilled for reasons attributable to the Operator.
The User is obliged to notify the Operator immediately of any unauthorised use of the User Account and/or any suspicion of such use.

§ 16. Rights and obligations of the Operator

The Operator shall use its best endeavours to ensure that Zencal operates and that the Services are provided on a consistent, uninterrupted and error-free basis with due diligence.
After the User has submitted a complaint and/or an instruction to the Operator to perform a technical support action, the Operator reserves the right to access the User Account and/or to interfere with the User Account in order to identify malfunctions of Zencal and/or the Services and/or to restore the correct operation of the User Account.
The User acknowledges that Zencal, including the Services, are subject to a process of technological and technical development and, therefore, the Operator shall be entitled, at any time, to make changes to Zencal and/or the Services, the scope of the Services and/or their functionalities and/or parameters, their extension and/or changes to their scope, in accordance with the Terms and Conditions and generally applicable laws and regulations, including, in particular, taking into account the mandatory provisions of law applicable to the User who is a Consumer or Quasi Consumer. The scope, direction and timing of such changes shall be decided by the Operator.
The Operator reserves the right to make changes to Zencal and/or the Service that are not necessary to comply with the Agreement, by adding new functionality and/or parameters to Zencal and/or the Service and/or modifying existing functionality, due to the need to ensure the operation of Zencal and/or the provision of the Service at a high level, the need to systematically improve Zencal and/or the Service, the need to improve Zencal and/or the Service, the need to adapt Zencal and/or the Service to new devices and/or systems and/or software, a change in applicable law, including the emergence of a legal obligation to amend and/or adapt Zencal and/or the Service to new law, the introduction of technological changes to Zencal and/or the Service, the introduction of new Services and/or functionality, the need to ensure protection and security, and the change will not have a negative impact on the use of Zencal and/or the Services. The Operator shall inform the User of such change by e-mail to the e-mail address provided during the process of setting up the User Account or updated later in the User Account, subject to paragraph 6 below.
The change referred to in paragraph 4 above shall not entail any costs on the part of the User who is a Consumer or Quasi Consumer.
The Operator shall inform the User who is a Consumer or Quasi Consumer in a clear and comprehensible manner of the change referred to in paragraph 4 above via e-mail to the e-mail address of the User indicated when setting up the User Account or later updated in the User Account.
If the change referred to in paragraph 4 above materially and adversely affects the access of the User, who is a Consumer or Quasi Consumer, to Zencal and/or the Services and/or the use of Zencal and/or the Services, the Operator shall inform such User of:

the characteristics and timing of the change;
the right of the User who is a Consumer or Quasi Consumer to terminate the Agreement with immediate effect within 30 days from the date of the change or the notification of this change, if the notification is later than this change. In the case of a User who is a Consumer or Quasi Consumer using a paid Plan, such termination shall be tantamount to a cancellation of the payment in the form of automatically renewable recurring payments (cancellation of the cyclical renewal of the paid Plan Agreement), as well as the User who is a Consumer or Quasi Consumer being entitled to a refund of the payment made in proportion to the number of days remaining to the end of the paid Subscription Period.

The Operator shall send the information referred to in paragraph 7 above to the User who is a Consumer or Quasi Consumer via e-mail to the e-mail address of the User indicated when setting up the User Account or later updated in the User Account, no later than 30 days before the change is made.
Paragraph 7(b) above shall not apply if the Operator has provided the User who is a Consumer or Quasi Consumer with the right to keep, at no additional cost, the Zencal and/or the Service in accordance with the Agreement in an unaltered state. In this case, the User who is a Consumer or Quasi Consumer shall not be entitled to terminate the Agreement.
The Operator shall inform the User who is a Consumer or Quasi Consumer of updates to Zencal and/or the Services, including those relating to security features, necessary to make Zencal and/or the Services compliant with the Agreement, and shall provide such updates to the User who is a Consumer or Quasi Consumer for the duration of the provision of the Services, and such User shall then install such updates within a reasonable time, in particular within the time indicated by the Operator.
If the User who is a Consumer or Quasi-consumer fails to install the updates provided by the Operator in accordance with paragraph 10 above within a reasonable time, the Operator shall not be liable for the non-conformity of the Service with the Agreement resulting solely from the lack of updates if:

informed such User of the consequences of not installing such an update;
the non-installation and/or incorrect installation of the update was not due to errors in the installation instructions provided by the Operator.

The Operator reserves the right to introduce a time-limited technical interruption in Zencal's operation, related to service and/or maintenance work on the software, devices and/or systems responsible for Zencal's operation and/or the need to upgrade and/or expand them. The Operator will make every effort to ensure that the technical interruption is as short as possible and as inconvenient as possible. The Operator shall notify the User of a planned technical interruption by sending an e-mail to the user's e-mail address indicated when setting up the user account or later updated in the user account, and/or by posting a relevant message in the User Account and/or on the Website.
Interruption of access to Zencal and/or the Services and/or incorrect operation of Zencal and/or the Services may be caused by causes beyond the Operator's control, including acts of Force Majeure and/or unauthorised interference by third parties. The Operator shall not be liable to the User due to the introduction of an interruption or malfunction of Zencal and/or the Services referred to in this paragraph 13. Notwithstanding the preceding sentence, the Operator shall be liable to the User who is a Consumer or Quasi Consumer for the compliance of Zencal and/or the Services with the Agreement in accordance with the applicable legislation.
The Operator is not obliged to verify content that has been uploaded by the User to Zencal, including the User Account. In the event of reliable information or official notification of the unlawful nature of such content and/or related activities, the Operator may remove such content and the Operator shall not be liable for the removal of such content.
The User acknowledges that in the course of providing Zencal and the Services, the Operator may cooperate with third parties, including, in particular, to entrust the provision of all or some of the Services to third parties on the basis of relevant agreements, in accordance with the provisions of applicable law.
In the event of violation of the Terms and Conditions by the User, the Operator shall be entitled to issue a warning to the User via e-mail and/or via the User Account, to temporarily block access to the User Account, which may last up to 14 days, as well as to take the appropriate legal steps against the User. The Operator shall inform the User in advance of the reason and duration for blocking the User Account, stating the reasons for this. If the User repeatedly violates the provisions of the Terms and Conditions, the Operator shall call upon the User to provide an explanation for the violation, and if no explanation is provided and/or if it is not plausible that the violation did not occur and/or is not culpable, the Operator shall be entitled to terminate the User Account Agreement with immediate effect pursuant to § 5 paragraph 20 of the Terms and Conditions.

§ 17. Liability

The Operator shall not be liable to the User if the User does not have access to the Internet and/or such access to the Internet is significantly limited, and/or if malfunctions of Zencal and/or the Services are caused by malfunctions on the part of the User and/or the provider of the Internet connection used by the User.
The Operator shall not be liable to the User if the disruption of Zencal and/or the Services is caused by the User's acts and/or omissions which are contrary to the Terms and Conditions.
Any malfunctioning of Zencal and/or the Services caused by a culpable act and/or omission of the User shall be the responsibility of the User.
The Operator shall not be liable to the User who is not a Consumer or Quasi Consumer for failures of the User's equipment and/or software resulting in the use of Zencal.
The User is solely responsible for the User’s acts and/or omissions in the User’s use of Zencal, including the User Account.
The Operator shall not be liable for the acts and/or omissions of potential Participants or Participants using Zencal.
The Operator is not a party to any agreements entered into between the User and a Participant and/or a team member and/or other third parties, which means that the Operator is not liable for the actions and/or omissions of the User and/or a team member and/or a Participant and/or other third parties related to the performance of such agreements, and the Operator has no influence on the content of such agreements and their performance. Any obligations relating to the performance of an agreement entered into between the User and a Participant and/or team member and/or other third parties must be fulfilled by the User and/or Participant and/or team member and/or such third party, and the Operator shall not be liable in this respect. The User is obliged to provide the Participant and/or team member and/or other third parties with all the information they are obliged to provide in accordance with generally applicable law.
The Operator has no influence on the conduct of appointments scheduled through Zencal and therefore, the Operator is not liable.
The actual holding of an appointment scheduled through Zencal depends on the will and action of the User, Participant and/or team member, and therefore the Operator is not liable for the actual failure to hold appointments scheduled through Zencal for reasons beyond the control of Zencal and/or the Operator.
The Operator shall comply with Article 14 paragraph 1 of the Act of 18 July 2002 on the provision of electronic services, on the basis of which the Operator shall not be liable for the stored data if it is not aware of the unlawful nature of the data and/or related activities, and if it receives official notification and/or obtains reliable knowledge of the unlawful nature of the data and/or related activities, it shall immediately prevent access to such data. If the Operator has received official notification of the unlawful nature of the stored data provided by the User and has prevented access to such data, the Operator shall not be liable to the User for any damage resulting from the prevention of access to such data. The Operator, if the Operator has received reliable notification of the unlawful nature of the stored data provided by the User and has prevented access to such data, shall not be liable towards the User for damage caused by the prevention of access to such data if it has promptly notified the User of its intention to prevent access to such data.
With regard to the User who is not a Consumer or Quasi Consumer, within the limits allowed by generally applicable law, the Operator's liability under warranty is excluded.
Subject to mandatory provisions of law, the total and maximum liability of the Operator to a User who is not a Consumer or Quasi Consumer in connection with the use of Zencal, including the Services, shall be limited to actual damage and shall not include lost profits and shall be limited to an amount in the amount of the last payment made by the User who is not a Consumer or Quasi Consumer. In a situation where a User who is not a Consumer or Quasi Consumer uses only the free Plan and has not made any payment for the Services in the use of Zencal, the maximum liability of the Operator towards such User shall be limited to the amount corresponding to the net price of the cheapest paid Plan offered in the Price List on the date such User created a User Account.
The limitation of the Operator's liability, as set out in paragraph 12 above, shall not apply to a User who is a Consumer or Quasi Consumer. The Operator's liability towards the User who is a Consumer or Quasi-consumer is regulated by the provisions of generally applicable law and the Terms and Conditions.

§ 18. Out-of-court handling of complaints and claims settlement by the Consumer and Quasi Consumer

The User, who is a Consumer or Quasi Consumer, is entitled to make use of out-of-court ways of handling with complaints and settling claims, including but not limited to the right to apply to a permanent amicable consumer court with a request to resolve a dispute arising from the entered into Agreement and/or a district (city) consumer ombudsman and/or a social organisation, the statutory tasks of which include consumer protection in order to obtain assistance concerning the Agreement.
Should disputes arise, the Operator suggests the use of amicable methods to resolve them, in particular through the platform www.ec.europa.eu/consumers/odr/main/index.cfm?event=main.home.show.
Detailed information on out-of-court means of claiming is available on the website at www.uokik.gov.pl.

§ 19. Complaint procedure

In the event of incorrect and/or inconsistent operation of Zencal and/or provision of the Services by the Operator, the User has the right to submit a complaint.
The User may submit a complaint to the Operator by e-mail, to the e-mail address: hello@zencal.io and/or in writing to the Operator's address: Zencal sp. z o.o., ul. Mogilska 65, 31-545 Kraków.
A complaint should contain, at least, the User's data (name, surname, company name of the User who is not a Consumer), including the User's e-mail address indicated during the process of creating the User Account or updated later in the User Account, a detailed description of the problem constituting the basis for the complaint, including, in particular, indication of irregularities, their circumstances, date of their occurrence and the User's demand concerning the complaint.
The Operator's receipt of a valid complaint notification shall initiate the complaint procedure. The Operator shall consider the complaint within 14 calendar days from the date of receipt of the complaint, indicating whether it acknowledges the complaint, and if so, how it intends to implement it, or whether it does not acknowledge the complaint, justifying its position. The Operator reserves the right to extend the time limit for the consideration of the complaint in complicated cases up to 30 calendar days, and this reservation shall not apply to the User who is a Consumer or Quasi Consumer.
If the Operator has not responded to the complaint within the time limits, referred to in paragraph 4 above, it shall be deemed that the Operator has acknowledged the complaint.
A response to the complaint shall be sent to the User by e-mail to the e-mail address provided by the User during the process of setting up the User Account or later updated in the User Account. The User may request that the complaint be addressed in writing by registered mail to the User's address indicated in the complaint.
If the information and/or data contained in the complaint makes it impossible to consider the complaint, the Operator will contact the User to clarify any doubts and/or to provide information and/or data necessary to consider the complaint, indicating the doubts arising and/or the information and/or data needed.

§ 20. Final provisions. Amendments to the Terms and Conditions

The Terms and Conditions and the entered into Agreements shall be governed by the laws of the Republic of Poland. To the extent not regulated herein, the provisions of universally binding laws of the Republic of Poland shall apply.
The Terms and Conditions shall be without prejudice to the rights of Consumers and Quasi Consumers under applicable law, which shall apply prior to the Terms and Conditions.
The Terms and Conditions do not exclude and/or limit the provisions in force in the country of habitual residence of a Consumer or Quasi Consumer entering into an Agreement with the Operator which cannot be excluded by the Agreement. The Operator shall, in such a case, guarantee to the Consumer and Quasi Consumer the protection afforded to the Consumer and Quasi Consumer under the provisions that cannot be excluded by the Agreement.
The Operator shall have the right, to the extent permitted by applicable law, to amend the Terms and Conditions. In relation to a User who is a Consumer or Quasi Consumer, the Operator may amend the Terms and Conditions for important reasons, which include the need to adapt the content of the Terms and Conditions to changes in generally applicable laws affecting the content of the Terms and Conditions, the need to amend the Terms and Conditions on the basis of a final court decision and/or a decision of a public administration body, the need to introduce editorial changes, the need to supplement and/or modify the Terms and Conditions in order to increase the clarity of the content of the Terms and Conditions, the introduction of changes to the scope and/or form of the Services provided, the introduction of new technological solutions and/or improvements, changes to the payment methods and dates, the need to strengthen security and/or combat fraud related to the use of Zencal.
In the case of paid Plan Agreements, the amendment to the Terms and Conditions will only apply to paid Plan Agreements entered into after the amended Terms and Conditions come into force.
Information about the planned change to the Terms and Conditions and the new provisions of the Terms and Conditions (including the consolidated text of the new Terms and Conditions) will be posted in advance in Zencal, including in the User Account, on the Website and sent to the User by e-mail to the e-mail address indicated during the process of creating the User Account or updated later in the User Account.
The change to the Terms and Conditions shall come into force on the date indicated in the information referred to in paragraph 6 above, but not earlier than 14 days after the User has been informed of the change to the Terms and Conditions, unless otherwise provided by generally applicable law. If the User continues to use Zencal after the effective date of the change to the Terms and Conditions indicated in the information referred to in paragraph 6 above, this means that the User has accepted the change to the Terms and Conditions. If the User has not accepted the amended Terms and Conditions by the date on which the amendment to the Terms and Conditions comes into force, the User shall have the right to terminate the User Account Agreement with immediate effect in accordance with § 5 paragraphs 16-19 of the Terms and Conditions, and in the situation where the User has access to a paid Plan, the User shall be entitled to receive a refund of the proportional part of the payment made for the period remaining until the end of the paid Subscription Period.
The Operator reserves the right to introduce changes to the Price List, however, changes to the Price List do not affect previously entered into paid Plan Agreements, and the changed Price List is applied to paid Plan Agreements entered into after the introduction of the changed Price List. The Operator shall inform the User of changes to the Price List at least 14 days in advance by posting in Zencal, including in the User Account, on the Website and by sending the relevant information to the User in this respect, via e-mail to the e-mail address indicated during the process of setting up the User Account or later updated in the User Account.
The Operator reserves the right to introduce new Plans, remove and/or modify existing Plans. Changes to paid Plans will not affect previously entered into paid Plan Agreements. The Operator shall inform the User of changes in the Plans at least 14 days in advance by posting in Zencal, including in the User's Account, on the Website and by sending to the User via e-mail to the last e-mail address indicated in the User's Account a relevant information in this respect, subject to § 16 paragraphs 4-11 of the Terms and Conditions, and if the changes referred to in this paragraph 9 involve the necessity of amending the Terms and Conditions, paragraphs 4-7 above shall apply.
If any provision of the Terms and Conditions is declared invalid and/or ineffective in whole and/or in part, this shall not affect the validity and effectiveness of the remaining provisions of the Terms and Conditions. A provision deemed to be invalid and/or ineffective shall be replaced by a provision with wording permitted by applicable law that as closely as possible reflects the purpose of the provision being replaced.
Any disputes relating to the use of Zencal, shall be settled by the court having jurisdiction over the Operator's registered office. The preceding sentence shall not apply to a User who is a Consumer or Quasi Consumer.
The attachments to the Terms and Conditions shall form an integral part thereof.
The Operator declares that the Operator does not apply the Code of Good Practice as referred to in the Act of 23 August 2007 on counteracting unfair market practices.
The Terms and Conditions are effective as of 26.03.2023.

Attachment number 1 to the Terms and Conditions‍

Personal data processing agreement‍

This personal data processing agreement (hereinafter: the "Agreement") is an integral part of the Terms and Conditions and capitalized terms shall have the meaning given to them in the Terms and Conditions.

This Agreement is entered into between:

the User, hereinafter referred to as the "Controller"

and

the Operator, hereinafter referred to as the "Processor",

hereinafter collectively referred to as the "Parties" and each individually as the "Party".

§ 1 . Subject of processing

The Controller declares that it is a controller of personal data within the meaning of Article 4(7) of 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 and the repeal of Directive 95/46/EC (hereinafter: the "Regulation"), which it processes in accordance with the applicable legal provisions.
The Parties, through the Controller’s acceptance of the Terms and Conditions, have entered into an agreement for the provision of Services (hereinafter: the "Main Agreement"), in connection with the performance of which the Controller entrusts personal data for processing to the Processor, and the Processor undertakes to process the entrusted personal data in accordance with Article 28 of the Regulation, on the terms and for the purpose set out in the Agreement and the Main Agreement.
The Processor undertakes to process the personal data entrusted to it in accordance with the Regulation, the Agreement, the Main Agreement and the provisions of generally applicable law.
The Parties agree that the duration of the processing of personal data shall be the duration of the Agreement and the Main Agreement, subject to § 8 paragraph 2 and 3 of the Agreement.

§ 2 . Nature, type, scope, context and purposes of the processing of the data entrusted and categories of data subjects

The entrusted data will be processed on a recurring basis, depending on the duration of the Main Agreement, using the Internet by means of electronic devices enabling the use of the Internet.
The data entrusted for processing will relate to:

the Participants who are natural persons and representatives of Participants who are not natural persons;
the User team members who are natural persons and representatives of User team members who are not natural persons.

The Controller entrusts the processing of the following personal data, which the Controller, as part of the use of the Services, entered directly into Zencal, including User Accounts, and/or enabled them to be entered into Zencal by a Participant and/or a member of the Controller’s team:

name;
e-mail address;
telephone number;
company;
postal address;
tax identification number;
profile photo;
other data entered into Zencal directly by the Controller and/or a Participant and/or team member as part of the use of Zencal.

Due to the specific nature of the Service provided, the Processor has no influence on the scope of the data entrusted to be processed by the Controller as part of the use of the Service, other than to indicate the minimum scope of data necessary for the correct use of the Service.
The Controller declares that it has obtained the data subject to the Agreement in accordance with the applicable legislation.
The purpose of the Processor’s processing of the entrusted personal data is solely for the performance of the Main Agreement. The Processor undertakes not to use the entrusted personal data for other purposes. The processing of personal data occurs within the scope of the performance under the Main Agreement.

§ 3. Rights and obligations of the Parties

The Processor undertakes to apply appropriate technical and organisational measures to ensure a level of security appropriate to the risks involved in the processing of personal data as referred to in Article 32 of the Regulation.
The Processor undertakes to exercise due diligence in processing the personal data entrusted by the Controller.
The Processor shall, in performing the activities set out in the Agreement, as well as after the expiry of the Agreement, maintain the secrecy of any information and/or personal data to which the Processor will have access in connection with the performance of activities in processing personal data.
The Processor shall ensure that any natural person employed by the Processor on the basis of an employment agreement and/or providing services to the Processor on the basis of a civil law agreement, who has access to and processes personal data entrusted by the Controller, shall be obliged to keep confidential all information concerning the said personal data, both during and after the termination of the agreement between the Processor and that person.
The processing of personal data covered by the Agreement by natural persons employed by the Processor under an employment agreement and/or providing services to the Processor under a civil law agreement shall be permitted only on the basis of an authorisation issued by the Processor.
The Processor undertakes to assist, to the best of its ability, the Controller in complying with its obligation to respond to requests from data subjects in exercising their rights as set out in Chapter III of the Regulation.
The Processor undertakes to cooperate with the Controller in the performance of the Controller's obligations set out in Articles 32 to 36 of the Regulation.
The Processor shall, upon termination of the services, which are the subject of the Main Agreement, relating to the processing of personal data as determined by the Controller, shall delete or return to the Controller any personal data and delete any existing copies thereof, unless European Union or Member State law prescribes the retention of personal data and/or the Processor is entitled to process such personal data on another legal basis.
The Processor shall make available to the Controller all information necessary to demonstrate compliance with the obligations set out in Article 28 of the Regulation and shall allow and contribute to audits, including inspections, by the Controller and/or an auditor authorised by the Controller under the terms of § 6.
In the event that any situation is identified that constitutes a breach of personal data security, the Processor shall:

immediately, and no later than 24 hours after the breach condition occurs, notify the Controller by e-mail, providing all information known to the Controller relating to the breach condition;
take promptly all steps to establish the cause of the breach;
take promptly all steps to remedy the breach and to protect the personal data in an adequate manner against further breaches;
collect all possible data and documents that may help to establish the circumstances of the breach and prevent similar breaches in the future.

The Processor shall promptly inform the Controller by e-mail if, in the Processor's opinion, an instruction given to the Processor by the Controller constitutes a breach of the Regulation and/or other European Union and/or generally applicable law.

§ 4. Circulation of information concerning personal data

If any third party, not excluding state authorities, requests the Processor to disclose information and/or data to which the Processor has access under the Agreement, the Processor shall inform the Controller of the situation without undue delay. The Processor shall be exempt from the obligation referred to in the preceding sentence if the prohibition to inform the Controller will result from a decision of a court or other authorised body.
The Processor undertakes to inform the Controller without undue delay of any administrative decision and/or ruling concerning the processing of personal data entrusted by the Controller, addressed to the Processor, as well as of any checks and inspections concerning the processing of personal data entrusted to the Processor by the Controller, in particular those carried out by the Office for Personal Data Protection. The Processor is exempted from the obligation referred to in the preceding sentence if the prohibition to inform the Controller results directly from a decision of a court and/or other authorised body.
If any data subject makes a request to the Processor concerning the processing of his/her personal data, the Processor shall, without undue delay, forward the request to the Controller and provide all information necessary for the purpose of complying with the request.

§ 5. Sub-processing of personal data

The Controller grants the Processor permission to the sub-processing of personal data. The current list of Processor’s sub-processors can be found at.: https://zencal.io/dpa.
For any intended changes concerning the addition and/or substitution of other sub-processors, the Processor shall inform the Controller at least 14 days prior to such change and the Controller shall be entitled to object to such changes within 7 days of receipt of the information, otherwise the right to object shall be lost.
The Processor declares that the sub-processors referred to in paragraphs 1 and 2 have implemented appropriate technical and organisational measures to ensure that the data are processed at a level that meets the requirements of the Regulation.

§ 6. Audit

The Controller shall be entitled to carry out audits (including inspections) to verify the compliance of the processing of personal data by the Processor with the provisions of the Agreement.
The Parties allow the activities referred to in paragraph 1 to be carried out by an auditor authorised by the Controller, provided that the person of the auditor is accepted by the Processor and a confidentiality agreement is entered into between such auditor and the Processor, the content of which shall be accepted by the Processor, prior to the audit.
The Processor may refuse to accept the person of the auditor where the auditor has carried out and/or is carrying out, directly and/or indirectly, competitive activities to the Processor's business. By competitive activity, the Parties understand, in particular, the provision of work and/or services, regardless of the manner and/or legal basis of such activity (in particular, on the basis of an employment agreement, managerial agreement, contract of mandate, agreement for the provision of services, agreement for a specific task, within the framework of a sole proprietorship, as a partner in a civil and/or partnership, member of a cooperative, shareholder and/or participant in a commercial company, person in a position in a management and/or supervisory body or a proxy) for any entity engaged in activities identical and/or similar to those carried out by the Processor (and/or which the Processor intends to carry out), irrespective of whether such activities are carried out on a continuous, periodic and/or one-off basis and whether they are carried out directly and/or indirectly by the Processor.
An audit may be carried out not more often than once a year (unless there has been an identified breach of personal data entrusted for processing) and only on a date agreed by the Parties, and if it is not possible to agree such a date, on a date indicated by the Controller, falling on a day other than a public holiday, between 10:00 a.m. and 3:00 p.m., not earlier than one month from the date of informing the Processor of the audit date.
The scope of the audit may only include:

personal data entrusted to the Processor by the Controller under the Agreement;
the area of the Processor's office indicated in the Main Agreement;
equipment used to process personal data in the provision of the Service;
personnel of the Processor involved in the processing of personal data in the provision of the Service.

The Controller is obliged to carry out the audit in a manner that is as inconvenient as possible for the Processor and that does not disrupt the Processor's normal workflow. The duration of the audit shall not exceed more than 2 days, 6 hours each day.
The Controller shall be obliged to bear all costs related to the audit, including covering the costs incurred by the Processor in connection with the audit, unless the audit is related to a breach by the Processor of personal data entrusted to the Controller for processing.
The Controller shall be obliged to prepare the conclusions of the audit in the form of a report, copies of which shall be provided to the Processor. The report in question is confidential information and may not be disclosed by the Controller for the term of the Agreement and for 5 years after the termination of the Agreement, unless such obligation arises from generally applicable law and/or the disclosure of the contents of the report is necessary for the Controller to pursue claims related to a breach of the Agreement by the Processor.

§ 7. Liability of the Parties

The Processor shall be liable for the disclosure of the entrusted personal data to unauthorised persons, the taking by an unauthorised person, the damage and/or destruction of such personal data, except where the cause of the above is an action and/or omission of the Controller consisting in particular in the disclosure of information authorising access to personal data to third parties.
Subject to mandatory provisions of law, the total and maximum liability of a Processor to a Controller who is not a Consumer or Quasi Consumer shall in all cases be limited to actual damage and shall not include lost profits and shall be limited to an amount in the amount of the last payment made by the Controller who is not a Consumer or Quasi Consumer. Where the Controller who is not a Consumer or Quasi Consumer uses only the free Plan and has not made any payment for the Services in the use of Zencal, the maximum liability of the Processor to such Controller shall be limited to the amount corresponding to the net price of the cheapest paid Plan offered in the Price List on the date on which such Controller set up a User Account. This provision shall not apply to an Agreement entered into with a Consumer or Quasi Consumer.

§ 8. Duration and termination of the Agreement

The Agreement is entered into for the duration of the Main Agreement and expires automatically upon termination of the Main Agreement.
Either Party shall be entitled to terminate the Agreement by giving 30 days' notice, whereby termination of the Agreement shall result in termination of the Main Agreement to the extent that entrustment of the processing of personal data is necessary for the performance of the Main Agreement.
In the event of a breach of the Agreement, the Regulation and/or other provisions of generally applicable law by the Processor in relation to the performance of the Agreement, the Controller shall be entitled to terminate the Agreement with immediate effect (without notice), whereby termination of the Agreement shall result in termination of the Main Agreement to the extent that entrusting the processing of personal data is necessary for the performance of the Main Agreement.

§ 9. Final provisions

To the extent not regulated in the Agreement, the provisions of the Main Agreement shall apply.

Attachment number 2 to the Terms and Conditions‍

MODEL WITHDRAWAL FORM

(this form must be completed and returned only if you wish to withdraw from the Agreement)

I withdraw from the agreement of*............. concerning*/ consisting of*......................

Name and address of the Consumer / Quasi Consumer*:

Address of the Consumer / Quasi Consumer*:

Signature of the Consumer / Quasi Consumer* (if sent on paper):

Date*:

* ^complete‍

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