2.1. For the purposes of these Terms, the following definitions have been specified:
2.1.1. “Account" means the primary means for accessing and using the Accolade Pro Services.
2.1.2. "Client" means the legal person or entity establishing an Account to receive access to the Accolade Pro Services as identified in the sign-up process.
2.1.3. “Service” - access to the Application under the name Accolade Pro, made available to the Client on the terms specified in these Terms.
2.1.4. “Application” - software installed on the Accolade Pro’s servers, made available via a web browser or through a mobile application, available after logging in using the login and password at the internet address assigned to the Client;
2.1.5. "Owner" means a User of an Account which the Client has granted a special authorization to manage the Client's Account.
2.1.6. "User" means an individual to whom the Client grants rights and privileges to use the Account on behalf of a Client.
2.1.7. “Credentials” means all usernames, passwords, and other access credentials created by or assigned to the Client and each of its Users for use of the Accolade Pro Services.
2.1.8. “User Account” - individual access of a given User to the Application, determined by the Login, Password, level of authorization and which may have its own validity period, i.e. the date after which access to the Application will be blocked or limited for a given User, resulting from the validity period of the Position to which the User Account is assigned;
2.1.9. “Registration Form” - a form used to register for the Services by the Client, available on the website www.accolade-pro.com.
2.1.10. “Subscription Term” means the period Client is permitted to use the Accolade Pro Services commencing on the date of purchase of the Subscription and concluding on the date of expiration of the Subscription. “Subscription Term” includes the initial Subscription Term and all successive renewals.
2.1.11. “Non-Accolade Pro Application” means any software application or functionality that interoperates with the Accolade Pro Services that is not created by Accolade Pro.
2.1.12. “Third-Party Providers” means any third parties that provide Non-Accolade Pro Applications and any third parties that Client engages to provide integration services, software development services, or other services in relation to Client’s use of Accolade Pro.
2.1.13. “Renewal Date” means the date the Client’s Subscription will automatically renew (annually or monthly depending on the Subscription selected) subject to earlier termination or cancellation as expressly permitted in these Terms.

3.1. Client may gain a single, free 30-day free access for the purposes of trying out any part of the Accolade Pro Services (Free Trial). Use of Non-Accolade Pro Applications or Third-Party Providers during the Free Trial period may incur fees.
3.2. Client is obligated to provide true registration data during the registration process.
3.3. Upon expiration of a Free Trial of the Platform, the Account will be deactivated. In order to prevent deactivation, or to reactivate the Account, Client must select a Subscription by contacting Accolade Pro via email: ……support@accolade-pro.com…….. and pay the Subscription’s Fee. If a Subscription is not selected and paid for within 1 month of the expiration of the Free Trial, Accolade Pro may permanently delete the Account, including all Client Data as specified in the Privacy Notice.
3.4. The Subscription Term for each Subscription is either monthly or annual and, unless the Subscription Term is terminated in accordance with Section 17, each Subscription will automatically renew for successive renewal Subscription Terms. Annual Subscriptions will automatically renew for successive years and monthly Subscriptions will automatically renew for successive months.
3.5. Subject to these Terms, and the payment of the applicable Fee, Accolade Pro grants Client and its Users the right to access and use the Accolade Pro Services. The Services may not be used for the benefit of anyone other than the Client.
3.6. The Client acknowledges that the activation and configuration of the Accolade Pro Services require an initial one-time setup fee ("Setup Fee").
3.7. The Setup Fee is separate from the Subscription Fee and is non-refundable unless explicitly stated otherwise in these Terms.
3.8. The Setup Fee is due prior to the activation of the Client’s Account and covers:
3.8.1. Initial configuration of the Client’s Account and User roles,
3.8.2. Basic system customization according to the Client’s preferences,
3.8.3. Integration with third-party services (if applicable and agreed separately),
3.8.4. Access to an onboarding session or training materials.
3.9. Any additional setup or customization beyond the standard scope may be subject to additional fees, which will be agreed upon separately.
3.10. If the Setup Fee is not paid within 14 days from the invoice date, Accolade Pro reserves the right to suspend account activation until payment is received.
3.11. Client is obligated to pay all Fees specified for the selected Subscription in a timely manner by bank transfer to the Accolade Pro bank account indicated in the invoice.
3.12. Fees may be specified on Accolade Pro website, during the sign-up process, or in other notices from Accolade Pro. Fees are due in advance upon the start of a Subscription. A change in the price list does not constitute a change to these Terms.
3.13. Client is solely responsible for the payment of applicable under any applicable law taxes, levies or duties.

4.1. All Fees are non-refundable. For purposes of clarity, there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, deactivated the Account or terminated these Terms during a Subscription Term, or where an Account is terminated or suspended by Accolade Pro in accordance with these Terms. Accolade Pro reserves the right to modify the Fees for any Subscription upon at least one month’s prior notice to Client, provided that any such modification will not take effect until the next Renewal Date for existing Subscription Terms.
4.2. Before each Renewal Date, Client will be issued an electronic invoice for the Fee due. Client must pay the invoice by the due date indicated on the invoice.
4.3. Client consents to receiving a VAT invoice issued by the Accolade Pro in electronic form via e-mail to the e-mail address provided by the Client.
4.4. If a Client wishes to reduce the number of Clubs, change Subscriptions, or cancel a Subscription, he shall contact the Accolade Pro at …………contact@accolade-pro.com….. Cancellation does not result in a refund of Fees paid.

5.1. Client may authorize Users to access and use the Platform in accordance with the Client’s scope of use and for the benefit of Client. The User Account can be created by Accolade Pro support on demand.
5.2. Clients can set up manager and salesperson User accounts. Users must be at least 18 years old to use the Accolade Pro Services, and only employees of the Client hired under an employment contract can have access to Accolade Pro.
5.3. Client shall ensure its Users comply with these Terms and Client is responsible for all activities of its Users, including any purchases, use of Non-Accolade Pro Applications, and how Users access and use Client Data. Each User must have their own Credentials. Credentials may not be shared or used by multiple persons. Accolade Pro reserves the right to terminate or suspend any User’s Credentials that Accolade Pro reasonably determines may have been used by an unauthorized third party or in an unauthorized manner. Accolade Pro will provide prompt notice of any such termination, or suspension to Client. Client is responsible for maintaining the confidentiality of all Credentials and is solely responsible for all activities that occur with such Credentials.
5.4. Client acknowledges that it has administrative control over, and is responsible for, who it grants access to Client Data hosted in the Accolade Pro Services.
5.5. Accolade Pro provides technical support to Client and its Users through e-mail: support@accolade-pro.com. Accolade Pro commits to responding within 72 hours of receiving your inquiry.

6.1. Accolade Pro or third parties may make available Non-Accolade Pro Applications and provide a directory of certain Third-Party Providers. The terms and conditions regarding the use or receipt of Non-Accolade Pro Applications and relationships with Third-Party Providers are between Client and the Third-Party Provider and any exchange of data between Client and such Third-Party Provider is solely between Client and the applicable Third-Party Provider. Any questions, concerns or disputes that arise based on Client’s use of Non-Accolade Pro Applications or services or materials of Third-Party Providers should be addressed directly with such Third-Party Provider.
6.2. Accolade Pro does not warrant, or support Non-Accolade Pro Applications or any services provided by Third-Party Providers.
6.3. Accolade Pro is not responsible for any disclosure, modification or deletion of Client Data resulting from access to a Non-Accolade Pro Application or its provider. Clients should be aware that Non-Accolade Pro Applications may enable users of the Non-Accolade Pro Applications to have access rights to Client Data that are typically reserved to Owners. Accolade Pro Services may contain features and functionality designed to interoperate with Non-Accolade Pro Applications, but Accolade Pro cannot guarantee the continued availability of such features, functionality or interoperability and may cease providing them without notice and without entitling Client to any compensation. Accolade pro shall have no liability for any claims arising from or relating to non-accolade pro applications or third-party providers.

7.1. Accolade Pro reserves the right to modify the Accolade Pro Services or any part or element thereof from time to time without prior notice.
7.2. Accolade Pro shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of any element of the Accolade Pro Services.
7.3. Accolade Pro has the right to interfere with the data structure, application settings and User permissions if it executes orders submitted by the Client or if these are actions required for the proper operation of the Application and will not result in data loss.

8.1. Client and its Users may only use the Accolade Pro Services within in accordance with these Terms and applicable law.
8.2. The Service can be used with a device with Internet access and a Web Browser whose type and version are compatible with the Web Browsers for which the Service has been adapted.
8.3. Client is obliged to provide the Users with the above-mentioned device with Internet access and the appropriate version of the Web Browser on their own.
8.4. The Service has been adapted to work correctly in the following Web Browser: …Google Chrome…..
8.5. Client and any Users may not (and must not permit anyone else to):
8.5.1. copy, modify, or create derivative works of the Accolade Pro Services;
8.5.2. decrypt, breach, or disable any security or other technological features or measures of the Accolade Pro Services;
8.5.3. attempt to derive or gain access to any software component of the Accolade Pro Services,
rent, lease, lend, sell, license, distribute, transfer, or otherwise make available the Accolade Pro 8.5. 8.5.4. Services to a third party including on or in connection with the internet or other technology or service;
8.5.5. perform any security or penetration testing of the Accolade Pro Services.

9.1. Accolade Pro undertakes to provide the Service with the utmost care and standards specified in these Terms.
9.2. Accolade Pro will:
9.2.1. make the Accolade Pro Services available to Client pursuant to these Terms,
9.2.2. provide support as outlined in Section 5.5. for the Accolade Pro Services to Client, and
9.2.3. use commercially reasonable efforts to make the Accolade Pro Services available 24 hours a day, 7 days a week, except for:
9.2.3.1. planned downtime (of which Accolade Pro will use reasonable efforts to give advance electronic notice), and
9.2.3.2. any unavailability arising from circumstances beyond Accolade Pro’s reasonable control, including, force majeure, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, war, strike or other labor problem, Internet failure or delay or denial of service attack, passage of law or any action taken by a governmental or public authority.
9.2.4. Accolade Pro does not own or control the underlying server infrastructure. The Service is hosted on Amazon Web Services (AWS), and as such, any downtime, failure, or maintenance of AWS may result in temporary unavailability of the Accolade Pro Services.
9.2.5. Accolade Pro does not guarantee any specific uptime or service availability. Accolade Pro shall not be liable for any damages caused by temporary service unavailability, unless the unavailability is due to gross negligence or willful misconduct.
9.2.6. Accolade Pro will maintain reasonable administrative, physical, and technical safeguards designed to maintain the security, confidentiality and integrity of Client Data. Those safeguards will include measures designed to prevent unauthorized access, use, modification or disclosure of Client Data. Additionally, Accolade Pro shall only access, use, or modify Client Data:
9.2.6.1. to provide the Accolade Pro Services and prevent or address service or technical problems,
9.2.6.2. as compelled by law,
9.2.6.3. as permitted by these Terms, or
9.2.6.4. as Client or User otherwise expressly permits in writing.
9.2.7. The Accolade Pro is not responsible for the consequences of the User providing the Login and Password to third parties.
9.2.8. The Accolade Pro is not responsible for incorrect provision of the Service caused by:
9.2.8.1. failure to meet the Technical Requirements necessary to use the Application,
9.2.8.2. actions of third parties,
9.2.8.3. reasons beyond the control of the Accolade Pro.
9.2.9. Accolade Pro shall not be liable for any lost profits or indirect damages. Accolade Pro has the right to suspend or limit access to the Service in the event of use contrary to these Terms and Conditions.

10.1. If Client does not pay all amounts when due:
10.1.1. statutory interest for late payment in commercial transactions will be due;
10.1.2. Accolade Pro may immediately suspend all access to the Client’s Account. Client will have 30 days to provide an authorized payment method to reactivate their Account, otherwise Accolade Pro may permanently delete the Account, including all Client Data.
10.2. In the event of non-payment by the Client for a period longer than 14 days from the date of expiry of the account, the Agreement might be considered terminated, and the Accolade Pro has the right to permanently delete the account, along with all data and backup copies.
10.3. Accolade Pro has the right to suspend access to all or any part of the Accolade Pro Service or an Account, including removing content, at any time, with or without notice, and for any period of time, if: Accolade Pro determines that:
10.3.1. there is a threat or attack on any of the Accolade Pro Services;
10.3.2. Client’s or any User's use of the Accolade Pro Services disrupts or poses a security risk to the Accolade Pro Services
10.3.3. Client or any User, is using the Accolade Pro Services for fraudulent or illegal activities;
10.3.4. Client is, or reasonably suspected by Accolade Pro to be, in breach of these Terms; or
usage by Client or its Users of the Accolade Pro Service to be excessive in relation to other Accolade Pro Service users,
10.4. Accolade Pro typically provides notice of a Service Suspension in the form of a banner or email on or before such suspension
10.5. Accolade Pro shall have no obligation to provide Client with any credit or refund of prepaid Fees due to suspension in accordance with these Terms.
10.6. Accolade Pro will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any User may incur as a result of a Service Suspension and shall have no obligation to refund any Fees in connection with a Service Suspension.

11.1. Client retains all of Client’s rights, title and interest in and to the Client Data.
11.2. Client represents and warrants that:
11.2.1. Client either owns its Client Data or has the necessary licenses, rights consents, and permissions to grant the rights and license set forth in these Terms, and the use of Client Data as part of the Accolade Pro Services does not and will not:
11.2.1.1. infringe or violate any third-party right, including any Intellectual Property Right, privacy right, publicity right, or other rights of any person or entity;
11.2.1.2. violate any applicable law (including but not limited to GDPR).

12.1. Client is solely responsible for Client Data, including the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data as well as the consequences of posting or publishing Client Data on or through the Accolade Pro Service. Client shall ensure that Client Data complies with these Terms.
12.2. The Client acknowledges and agrees that, with respect to any personal data entered, stored, or processed within the Accolade Pro Services, the Client is the Data Controller within the meaning of applicable data protection laws, including the General Data Protection Regulation (GDPR).
12.3. Accolade Pro acts solely as a Data Processor and processes personal data on behalf of and under the instructions of the Client, in accordance with the terms of a separate Data Processing Agreement (DPA).
12.4. The conclusion of a Data Processing Agreement between the Client and Accolade Pro is a prerequisite for entering into and using the Accolade Pro Services.
12.5. Accolade Pro provides a standard Data Processing Agreement template, which must be reviewed, signed, and returned by the Client before access to the Services is granted.
12.6. Accolade Pro shall implement appropriate technical and organizational measures to ensure the security and confidentiality of personal data processed on behalf of the Client, as required by applicable data protection laws.
12.7. Accolade Pro is the Data Controller of personal data relating to Clients and individuals representing the Client, including but not limited to employees, agents, and authorized representatives, as required for the provision of Accolade Pro Services and contract execution.
12.8. The processing of such personal data is governed by the Accolade Pro Privacy Notice, which is attached to these Terms and forms an integral part thereof.
12.9. The Client is obligated to inform its employees, agents, and representatives whose data is provided to Accolade Pro about the processing of their personal data and to ensure that they have access to the Privacy Notice.
12.10. Accolade Pro’s Privacy Notice is also available here .

13.1. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. Confidential Information of Client includes Client Data. Confidential Information of Accolade Pro includes the Accolade Pro Services. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that:
13.1.1. is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party,
13.1.2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,
13.1.3. is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or
13.1.4. was independently developed by the Receiving Party.
13.2. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to
13.2.1. not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and
13.2.2. except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.
13.3. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

14.1. Accolade Pro declares that it is authorized to provide the Service.
14.2. The graphic design, solutions used, content layout and the concept of working with the Application constitute works within the meaning of the Act of 4 February 1994 on copyright and related rights and as such enjoy protection provided for in the provisions of law.
14.3. The use of the Application by the Client or other persons does not mean that they acquire any rights to intangible assets to the works provided.
14.4. It is prohibited to copy, modify or distribute the Application in whole or in part, as well as to modify or use it in a manner other than specified in the Regulations without the written consent of the Accolade Pro.
14.5. Client’s use of the Accolade Pro Services, and any parts or elements, does not grant to Client any ownership right or intellectual property rights therein. Accolade Pro reserves all rights not expressly granted to Client in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any Intellectual Property Rights or other right, title, or interest in or to the Accolade Pro Services and Platform.

15.1. If a Client or a User provides Accolade Pro with any Feedback, Accolade Pro shall have the right to use such Feedback at its discretion, including the incorporation of such suggested changes into the Accolade Pro Services.
15.2. The Client or User, by sending an opinion or suggestion, grants to Accolade Pro a perpetual, irrevocable, non-exclusive and free license for all rights necessary to create, publish, reproduce, distribute, modify and adapt the work resulting from the received suggestion, including public display, performance and use of the suggestion for any purpose.
15.3. The Accolade Pro is not obliged to implement the reported changes, in particular changes concerning the application and the entered data. In established circumstances, the Accolade Pro may propose the introduction of specific changes for a fee, based on an individually prepared quote or as part of the support provided in connection with the package selected by the Client.

16.1. If the Service is not provided in accordance with the provisions of these Terms, the Client has the right to file a complaint.
16.2. The complaint should be sent by e-mail to the address support@accolade-pro.com………. or by letter to the headquarters of Accolade Pro and should include information describing the time of the problem and a detailed description of the problem.
16.3. If as a result of the complaint, the Client was unable to use the Service in accordance with the Terms, discounts and free periods of use of the Services might be provided. A positively considered complaint does not result in financial compensation.
16.4. Notifications related to support in using the Application, including its possible incorrect operation, may be sent by the Client by e-mail, from the e-mail address that is the User's login in the application, to the address …………support@accolade-pro.com……………… Accolade Pro commits to responding within 72 hours of receiving your inquiry.

17.1. These Terms and the Client’s access to Accolade Pro Services may be terminated in the following situations:
17.1.1. Termination by Client:
17.1.1.1. The Client may terminate these Terms at any time by sending an email to ………support@accolade-pro.com……
17.1.1.2. Termination will become effective at the next Renewal Date.
17.1.2. Termination by Accolade Pro:
17.1.2.1. Accolade Pro may terminate these Terms effective upon the next Renewal Date.
17.1.2.2. Accolade Pro may terminate these Terms at any stage and for any reason, provided that it will issue a pro-rata refund for any prepaid, unused Fees for the remainder of the Subscription Term.
17.1.3. Accolade Pro may terminate these Terms immediately if the Client breaches its obligations under Section 8 – “Restrictions”, Section 11 – “Rights to Client Data”, Section 13 – “Confidentiality”, Section 14 – “Intellectual Property Rights”.
17.2. Accolade Pro may also terminate these Terms with immediate effect if:
17.2.1. The Client’s use of the Accolade Pro Services is suspected, in Accolade Pro’s sole discretion, to involve illegal activity.
17.2.2. There is a law enforcement, judicial, or governmental request requiring termination.
17.2.3. The Client’s use of the Accolade Pro Services endangers the property of others, the website, or the platform.
17.3. Accolade Pro shall deactivate and permanently delete the Client’s Account and all Client Data within 90 days of the effective termination date.
17.4. If the Client specifically requests earlier deletion, Accolade Pro shall fulfill the request within 1 month of receipt.
17.5. Upon Termination Client’s Obligations are:
17.5.1. The Client must immediately cease using and prevent any further usage of Accolade Pro Services.
17.5.1. The Client must pay any outstanding amounts owed to Accolade Pro under these Terms.
17.6. The following Sections shall survive termination of these Terms: Section 8 – “Restrictions”, Section 11 – “Rights to Client Data”, Section 13 – “Confidentiality”, Section 14 – “Intellectual Property Rights”, Section 18 – “Liability”.

18.1. To the fullest extent permitted by applicable law, Accolade Pro shall not be liable to the Client for any damages, including lost profits, indirect, incidental, special, or consequential damages, arising from non-performance or improper performance of obligations, tort, statutory warranty, or any other legal basis, unless the damage was caused intentionally.
18.2. In particular, Accolade Pro shall not be liable for:
18.2.1. loss or damage to data,
18.2.2. damages resulting from service interruptions,
18.2.3. damages arising from the use or inability to use the services,
18.2.4. damages caused by third parties, including integrations with external services.
18.3. The total liability of Accolade Pro to the Client, regardless of the legal basis, shall be limited to the amount actually paid by the Client to Accolade Pro for the services in the twelve (12) months preceding the event giving rise to the liability.
18.4. The Client waives any and all claims against Accolade Pro under statutory warranty for physical and legal defects of the services, to the fullest extent permitted by law.
18.5. Nothing in these Terms shall exclude or limit Accolade Pro’s liability where such exclusion or limitation would be contrary to mandatory provisions of law.
18.6. The Client agrees to indemnify, defend, and hold harmless Accolade Pro from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from:
18.6.1. the Client’s breach of these Terms, applicable laws, or third-party rights,
18.6.2. the unlawful use of the Services,
18.6.3. any content or data uploaded, processed, or stored by the Client that violates applicable laws or third-party rights.

19.1. The law applicable to the Agreement is Polish law. All disputes arising from this agreement shall be subject to the court having jurisdiction over the seat of Accolade Pro.
19.2. In matters not regulated herein the provisions of the Act of 23 April 1964 - the Civil Code - shall apply.
19.3. If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
19.4. These Terms are available on the website …www.accolade-pro.com.... Accolade Pro reserves the right to change the Terms, in particular when this is required by an update or other changes in the provision of the Service or by legal regulations. In the event of changes to the Terms, the Client will be informed of the change introduced immediately, no later than …7.. days before it comes into effect, by making the updated version of the Terms available on the Accolade Pro website in a version that allows it to be saved on disk and at least by sending information by e-mail to the address of the Account Owner. All changes to the Terms are effective from the date of their publication on the website.