Talent Alpha – Terms of Use

Version Update: 08/04/2025

This agreement (the ” Terms of use”) contains the terms and conditions that govern Your access to and use of Talent Alpha’s Online Services (as defined below) and is an agreement between Talent Alpha Sp. z o.o. with its registered seat in Kraków, Poland, address: ul. Armii Krajowej 25 30-150 Kraków, maintained by District Court for Kraków-Śródmieście in Kraków, XI Commercial Division under number KRS 756687, tax identification number 6762557514, hereinafter referred to as ” Talent Alpha” (also referred to as “TA”, “we”, “us”, or “our”) and You or an entity You represent (“You” or “Your”).

When you click the “I agree” or equivalent checkbox presented with the link for these terms, you hereby accept provisions set below. This agreement takes effect upon the confirmation of the Registration process (as defined below) by TA.

YOU REPRESENT TO US THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS. IF YOU ARE CONCLUDING THIS AGREEMENT ON BEHALF OF AN ENTITY, SUCH AS THE COMPANY YOU WORK FOR, YOU REPRESENT TO US THAT YOU HAVE LEGAL AUTHORITY TO LEGALLY BIND THAT ENTITY (E.G. YOU HAVE POWER OF ATTORNEY TO DO SO). YOU UNDERTAKE TO COVER ALL DAMAGES INCURRED BY TALENT ALPHA IN CONNECTION WITH FALSEHOOD OF THE ABOVE STATEMENT.

YOU REPRESENT TO US THAT YOU ARE ENTERING INTO THIS AGREEMENT IN RELATION WITH YOUR PROFESSIONAL ACTIVITY AND THEREFORE YOU ARE NOT A CONSUMER WITHIN THE MEANING OF APPLICABLE PROVISIONS OF LAW.

1. Introduction

1.1. TA has 4 engagement models:

a) TA provides a Human Cloud Platform to Human Cloud Partners in order to upload their employees, co-workers, contractors and sub-contractors so they can use Talent Alpha Human Cloud Services offered.

b) TA provides its Clients with access to a large talent pool of IT professionals, uploaded by TA and Human Cloud Partners in the Talent Pool, available on the Website/Platform.

c) TA provides Human Cloud Partners who have signed up for Bench Sharing to access the Talent Pool as Clients, in order for TA to introduce them to other TA Human Cloud Partners who want to cooperate on their projects.

d) TA allows Human Cloud Partners, who are SME companies (under 250 employees) and IT talent vendors, to use the Website/Platform to exchange specialists uploaded to the Talent Pool.

1.2. Before You will have access to Online Services and the possibility to upload your talents, You must agree to the following Terms of use.

2. Definitions

2.1. “Account” a collection of resources managed by us for You under a unique name (login), where data and information concerning Your activity are collected.

2.2. “Client” means any firm, partnership, corporation or any other entity or person that is or has been involved in a business relationship with the TA, that uses services provided by a Human Cloud Partner or a Human Cloud Specialist or that TA reasonably expects will become its Client. 

2.3. “Bench Sharing” – Human Cloud Partners sharing Human Cloud Specialists to jointly work on projects together.

2.4.”Human Cloud Platform” – Talent Alpha database and application program interface used to store Human Cloud Specialists provided by Human Cloud Partners.

2.5. “Human Cloud Partner” – A business partner of TA that provides data of its staff in order that Talent Alpha can provide services to this business partner.

2.6. “Human Cloud Specialist” – Individuals including Human Cloud Partner’s employees, co-workers, contractors and sub-contractors or other persons, which provide services as freelancers, unrelated to any Human Cloud Partner, who become members of the Talent Alpha Human Cloud Platform.

2.7. “Online Services” means each of the services made available to You by us or our affiliates via Website/Platform, including in particular application program interface, Talent Alpha’s content, Talent Pool, Account and any other service provided by us under these Terms of use.

2.8. “Registration” means the process of collecting and verification of data (including personal data) about You and Your workplace and accepting required agreements to access the Online Services.

2.9. “Talent Pool” means the store of data (database) on IT professionals (Human Cloud Specialists), including Your uploaded talent, available for the Clients.

2.10. “Data Protection Agreement” refers to an agreement which contains provisions concerning processing of personal data, which shall be concluded if You decide to upload talent to the Talent Pool.

2.11. “Website/Platform” means https://talent-alpha.com, app.talent-alpha.com (and any related site designated by us), as may be updated by us from time to time.

2.12. “Your Content” means content that You transfer to us for processing via Online Services in connection with Your Account (i.e. data about your talent). Your Content does not include Account information provided during the registration (i.e. Your tax identification number, etc.).

3. Use of the Online Services

3.1. In order to access Online Services, You shall complete the Registration and create an Account by filling out the appropriate registration form and providing requested data.

3.2. After completing the registration form, a message will be sent to the e-mail address provided therein, indicating a manner in which the Registration should be completed and other information as required by law. Upon the confirmation of the Registration sent by TA, You and TA enter into the agreement concerning the provision of Online Services by TA, on conditions set forth in these Terms of use.

3.3. During both registration and later use of Online Services, You shall provide the needed and up-to-date data and information. You shall use a company e-mail address. In case of any changes, You shall update data and information using Your Account functionality.

3.4. It is imperative that all provided information is accurate, complete, and up-to-date. Failure to provide correct data or to promptly update any changes may result in the suspension or deletion of your account. This includes, but is not limited to, inaccurate personal details, outdated contact information, or any misrepresentation of qualifications or experience. TA reserves the right to take appropriate action in such cases, as outlined in these Terms of Use. You are responsible with no limit, for TA’s damages connected with breaching of this clause.

3.5. You shall gain access to the Account each time only after entering Your username or e-mail address and password (logging in). The use of automated solutions, in particular automatic login software, shall be at Your own risk.

3.6. If you have any issues with login or accessing Online Services you should contact our service desk: techsupport@gmail.com

3.7. In connection with Your use of the Online Services, we may send You service announcements, administrative messages and other information.

3.8. These are technical requirements necessary to use our Website/Platform and Online Services:

a) Internet connection;

b) A web browser capable of displaying HTML documents on a computer or mobile device screen;

4. Specialists

4.1. You may use Talent Alpha Online Services as a Human Cloud Specialist. A Specialist is an IT professional which is invited to use Online Services by our Human Cloud Partner. You may become a Specialist especially if you are employed by a Human Cloud Partner or you are a party of a binding contract with our Partner and you provide services for our Partner.

4.2. As a Specialist, you may use Online Services in order to upload information about your work experience, skills and interests, as well as assess your competences via our tests. This also includes the possibility to upload CV or other documents related to your experience, skills or education. It is up to you to decide what kind of information you would like to provide within our Online Services.

4.3. After termination of your relation with a Human Cloud Partner, e.g. withdrawal from a contract for provision of services for a Human Cloud Partner or termination of employment with a Human Cloud Partner, you may still use Online Services as a freelancer, according to these Terms of Use.

4.4. Your account within Talent Alpha may be connected to more than one Human Cloud Partner’s accounts. That applies in particular in a situation when you work for several Human Cloud Partners, basing on separate contracts.

5. Partners

5.1. If You use Online Services as a Human Cloud Partner, especially You act as a Human Cloud Partner’s representative or contact person, you may obtain access to additional functions of our Website/Platform. Therefore, after Registration and logging in, You will gain access to Website/Platform’s subpage which allows You to upload talent to the Human Cloud Platform and Talent Pool. To upload any talent, you will be required to complete presented information forms and upload required data including i.e. profession, skills, experience, as well as documents regarding Human Cloud Specialists, such as CV or other documents related to their experience, skills or education.

5.2. Uploading talent to the Human Cloud Platform and Talent Pool is tantamount to providing TA with personal data, according to provisions of Data Protection Agreement, which sets out data protection arrangements that aim to protect confidential information (i.e. skill tests as described below) and Your talents. Data Protection Agreement shall have effect for any of Your further talent uploads. You are solely responsible for having a valid legal basis for the processing of personal data of Human Cloud Specialists as a data controller, including obtaining a valid consent, if it is required by the law.

5.3. Human Cloud Platform Partners who have not agreed to join the Talent Pool, will not have their uploaded talent information available to Clients in the Talent Pool.

5.4. We will review data regarding the talent uploaded by You and eventually send tests directly to the talent in the Talent Pool to confirm their skills and competence. We reserve the right to reject any talent from uploading into the Talent Pool (i.e. if we find test scores unsatisfactory).

5.5. You may remove any uploaded talent from the Human Cloud Platform or Talent Pool using Account functionalities. In no case should this affect any of your obligations regarding Your team composition on relevant projects if performed for particular TA Clients.

6. Fees & Payments Plans

6.1. The use of basic Online Services is free of charge, unless specified otherwise for a Human Cloud Partner or a Human Cloud Specialist, acting as a freelancer.

6.2. Chargeable services, except connected with the Payment Plans (link available after implementing Payment Plans), shall be performed on the basis of a master service agreement, applicable statement of work between TA and You, or any other relevant agreement concerning charges, if one is signed. This concerns in particular any IT professional services performed for the Clients, or for TA Human Cloud Subscribers. For avoidance of doubt – master services agreement and statements of work are not part of these Terms of use.

6.3. Payments on the Website/Platform relating to the Payments Plans are voluntary, and You may decide to subscribe to them based on benefits connected to it described in Payment Plan

6.4. All payments and billing processes are facilitated through the secure and reliable payment platform.

6.5. You agree to fulfill your payment responsibilities and consent to the retention of your payment details through the Stripe payment platform. You acknowledge that our prices may be subject to additional charges for fees and taxes.

6.6. If you select a payment plan to access the full benefits (Payment Plan), you agree to pay us the applicable fees and taxes. Failure to pay these fees will result in the termination of your paid Services. Also, you agree that:

  • Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
  • If you purchase a paid service, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date. Learn how to cancel or suspend your Payment plan.
  • Stripe may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.

You can get a copy of your invoice by logging into your Stripe customer portal by going to the ‘Subscription section of the Talent Alpha portal.

6.7. Talent Alpha maintain the right to modify our payment plans and structures periodically. This allows us to adapt to changing business needs and market conditions, ensuring that we continue to offer you the best possible services. In the event of any changes to the payment plans, we will provide prior notice, and the updated information will be made available to you. Your continued use of our services after such changes indicates your acceptance of the modified payment plans.

6.8. Talent Alpha retain the discretion to offer discounts, as outlined by our Terms of Agreement, on a temporary and discretionary basis. These discounts may be provided based on specific criteria such as promotions, special events, or other factors. The terms and duration of these discounts will be determined by us and will be communicated clearly. We reserve the right to modify or withdraw these discounts at any time, as well as to decide on the eligibility of users for such discounts.

6.9 SME Cloud for Software Houses (SME Cloud for SHs, SME Cloud) is restricted for SME companies (up to 250 employees) being IT services vendors (Software Houses – SHs – or other similar type of a company) that have purchased a Premium Payment Plan.
SME companies other than IT services vendors will be not allowed to use SME Cloud for SHs. Even If access was automatically given Talent Alpha has the right to switch it off for such companies at any time.
Talent Alpha has the right to give an access to all or to chosen SMEs or to any chosen organization to use the SME Cloud for SHs without payments, with special discounts or agreed level of payments based on TA’s sole decision.

7. Your Responsibilities

7.1. You may not use other Clients’ Accounts or make their Accounts available to other persons.

7.2. You are responsible for all activities that occur under Your Account, regardless of whether the activities are authorized by You or undertaken by You, your staff or a third party. We are not responsible for unauthorized access to Your account or any of the previous mentioned actions. We are responsible solely to the extent caused by our breach of these Terms of use.

7.3.Your login data is for Your internal use only and You shall not disclose, sell, assign, transfer or sublicense them to any other entity or person. You may disclose username or e-mail address and password solely to Your staff members, agents, subcontractors or other persons acting on Your behalf.

7.4. You hereby ensure Talent Alpha that You will not provide Talent Alpha (in any manner, including by uploading into the Website/Platform or by using Online Services) any content of unlawful nature nor that You will undertake any actions that may impede or damage the Website/Platform or any of the Online Services.

7.5. If Talent Alpha receives any notification or credible information about the unlawful nature of any content that You provided, Talent Alpha may prevent access to such content or relevant Online Service. Talent Alpha shall not be liable to You for any damage caused as a result of preventing such access.

7.6. You are obliged to provide only data that corresponds to the actual situation (qualifications, experience, education, etc.)

8. Your content

8.1.Talent Alpha Online Services allow You to upload or submit content on our Website/Platform. You retain ownership of any intellectual property rights that You hold in that content.

8.2. You are responsible for adding Your Content within the Online Services, in particular information about We are responsible for providing Online Services) that allow to add Your Content. 

8.3. By adding Your Content to the Online Services, you declare that you have the appropriate rights to publish such content on the Internet. This includes, in particular, the possession of proprietary copyrights to Your Content or an appropriate license enabling the storage of Your Content within the Online Services and its dissemination on the Internet.

8.4. Talent Alpha is not responsible for Your Content posted by you within the Online Services. You are fully responsible for the content that You have posted, in particular any content related to the Human Cloud Partners or Human Cloud Specialists, Your services or other professional activity offered by You. The liability referred to in the previous sentence is borne both towards Talent Alpha and other persons.

8.5. In the event that third parties file claims against Talent Alpha, based on your act or omission, you undertake to fully indemnify Talent Alpha from liability towards these persons, in particular by:

  • taking action to resolve the dispute in the form of refuting claims or satisfying them, together with incurring all related costs,
  • in the event of entering into a dispute through court proceedings, by taking steps to participate in the proceedings on the defendant’s side and exempting Talent Alpha from participation in these proceedings.

8.6. Due to the fact that Your Content, posted within the Online Services, will be available on the Internet, You undertake to ensure that it does not violate the law or the principles of social coexistence. Therefore, You may not use the Online Services:

  • to post, store or send content that violates law, including those related to trafficking in drugs or other prohibited substances, fraud, money laundering, financing terrorism, possession or distribution of child pornography, trafficking in human beings or participation in organized criminal groups, 
  • to carry out acts constituting libel or slander, in a way that violates the personal rights of others, offends, or insults them, violates the good name, or slanders a given person in the eyes of other persons,
  • for the purpose of disseminating photos and images of people without their consent, unless such consent is not required in accordance with applicable law,
  • in a way that infringes copyright or other intellectual property rights, including for the purpose of distributing audio, visual, graphic works, or computer software without the consent of the creator or each owner of these rights,
  • in order to create or disseminate materials constituting hate speech, in particular inciting hatred against specific individuals or groups on the basis of their origin, nationality, skin color, sexual orientation, religion, political or social views,
  • to send spam or other types of unsolicited marketing information or to send messages using automated algorithms and bots,
  • to send, create or perform operations with the use of malicious software, in particular ransomware, spyware or any other type of computer virus,
  • to violate other laws. 

8.7. Talent Alpha has the right, but not the obligation, to verify Your Content in terms of their compliance with the provisions of the Terms of use and the provisions of law.

8.8. In a situation where Talent Alpha obtains information that in connection with the use of the Online Services, You have committed actions indicated in point 8.6. of the Terms of use, Talent Alpha may, without additional warnings or calls to act in accordance with the Terms of use:

  • remove Your Content from the Online Services, 
  • block Your access to Online Services for a specified period of time or forever,
  • delete Your Account,
  • terminate the agreement for the provision of the Services to You.

8.9. Notwithstanding the fact that Talent Alpha becomes aware that Your Content violates the law or the provisions of the Terms of use in accordance with point 8.7. of the Terms of use, information about such activities may also be reported by:

  • authorized law enforcement authorities, such as the police, court, or prosecutor’s office,
  • other users.

8.10. Talent Alpha individually evaluates each information about a violation of point 8.6. of the Terms of use, with due diligence. Talent Alpha does not use any automated algorithms or bots for this purpose. Taleqnt Alpha has the right, before making the decision referred to in point 8.8. of the Terms of use, to ask you to provide additional explanations or answer additional questions regarding the potential violation.

8.11. When verifying a potential breach, Talent Alpha takes into account:

  • the existence of facts that make it probable that a given action that is to be against the law or the regulations has occurre
  • the content of the provisions of law or the provisions of the Terms of use  that have been potentially violated
  • whether the actions taken that have been substantiated are contrary to the content of the provisions of law or provisions of the Terms of use,
  • which measures referred to in point 8.8. of the Terms of use will be appropriate given the nature of the infringement.

8.12. Talent Alpha indicates that in the event of receiving requests from law enforcement authorities, such as the police, prosecutor’s office, or court, it is obliged to comply with their content, regardless of whether Talent Alpha believes that there has been a violation of the law or not. In this case, Talent Alpha is required to take the requested action. 

8.13. After Talent Alpha has made a decision regarding a given violation, You will be informed about:

  • what exact decision Talent Alpha made and what measure was used,
  • what facts and circumstances were taken into account when making the decision,
  • on what legal or contractual grounds the decision was based,
  • how can You appeal against the decision.
    • Information about the decision is provided electronically by sending a message to Your e-mail address.
    • Within 14 days from the date of receipt of information about Talent Alpha’s decision, You have the right to appeal against the decision. After receiving the appeal, Talent Alpha re-examines the case and then informs the You about the outcome of the appeal.
    • In a situation where Talent Alpha considers, despite receiving a notification from a third party, that there are no grounds to take any action due to a violation of the law or the regulations, Talent Alpha is not obliged to inform You about it.

When You upload or submit content to our Online Services, You give Talent Alpha and its affiliates worldwide license to use, host, store, reproduce, modify, publish and create derivative works, as well as allow to use the derivative works. The rights You grant in this license are for the limited purposes of research and operating or improving our Online Services.

9. Copyrights

9.1. Talent Alpha either owns the intellectual property rights in the HTML, text, images, software or other content that is made available on the Website/Platform, or has obtained the permission of the owner of the intellectual property to make it available on the Website/Platform. TA strictly prohibits the copying or redistribution of any part of the Website/Platform or content on the Website/Platform without TA’s explicit e-mail consent. Talent Alpha authorizes You to display on Your computer, download and print pages from the Website/Platform provided: (a) the copyright notice appears on all such printouts, (b) the information is not be altered, (c) the content is only used for personal, educational and non-commercial use, and (d) You do not redistribute or copy the information to any other media. 6.

10. Disclaimer

10.1. YOUR USE OF THE ONLINE SERVICES IS AT YOUR OWN RISK. WEBSITE/PLATFORM, ONLINE SERVICES AND ALL CONTENT, MATERIALS, INFORMATION, SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TALENT ALPHA MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE FUNCTIONALITY OR USEFULNESS OF ONLINE SERVICES OR WEBSITE/PLATFORM OR ANY CONTENT. TALENT ALPHA, TO THE EXTENT ALLOWED BY APPLICABLE PROVISIONS OF LAW, DISCLAIMS ALL WARRANTIES, EXPRESS IMPLIED OR STATUTORY, INCLUDING FITNESS FOR A PARTICULAR PURPOSE. TALENT ALPHA MAKES NO WARRANTY THAT, (I) ONLINE SERVICES WILL BE UNINTERRUPTED, TIMELY OR SECURE, OR ERROR-FREE, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ONLINE SERVICES WILL BE ACCURATE OR RELIABLE, (III) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIALS OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (IV) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT WEBSITE/PLATFORM, ONLINE SERVICES, ITS CONTENT AND THE SERVER ON WHICH THE WEBSITE/PLATFORM AND CONTENT ARE AVAILABLE, ARE FREE OF VIRUSES OR DIFFERENT HARMFUL COMPONENTS. ANY MATERIAL (INCLUDING CONTENT) YOU DOWNLOADED OR OBTAINED THROUGH THE USE OF THIS WEBSITE/PLATFORM IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL. INFORMATION CREATED BY THIRD PARTIES THAT YOU MAY ACCESS VIA WEBSITE/PLATFORM OR THROUGH LINKS IS NOT ADOPTED OR ENDORSED BY TALENT ALPHA AND REMAINS THE RESPONSIBILITY OF THE THIRD PARTY.

11. Modifications to the Agreement

11.1. We may modify these Terms of use (including Privacy Policy) at any time by posting a revised version on the Talent Alpha Website/Platform or by sending a message to the email address then associated with Your account. The modified terms will become effective upon posting or, if we notify You by email, as stated in the email message. We will inform You of any modifications to the Terms of use at least 30 days before they will become effective. By continuing to use the Online Services after the effective date of any modifications to Terms of use, You agree to be bound by the modified terms. It is Your responsibility to check the TA Website/Platform regularly for modifications to these Terms of use.

12. Term & Termination

12.1. The provision of Online Services shall be unlimited in time, subject to the provisions of this Section.

12.2. TA may, at its sole discretion, at any time discontinue providing or limit access to the Website/Platform, any parts of the Website/Platform or content provided on or through the Website/Platform.

12.3. Termination for Convenience. You may terminate these Terms of use for any reason by providing us notice and closing Your Account. We may terminate these Terms of use for any reason by providing You 14 days advance notice.

12.4. Termination for Cause

a) Each Party may terminate these Terms of use in the event of a material breach or persistent breaches of these Terms of use, with immediate effect.

b) TA may also terminate these Terms of use immediately upon notice to You, in case our relationship with a third-party who provides software or other technology we use to provide the Online Services expires, terminates or requires us to change the way we provide Online Services, or in order to comply with the law or requests of governmental entities.

12.5. Upon the Termination Date:

a) All Your rights under these Terms of use immediately terminate.

b) any other agreements between You and TA shall remain in full force and effect.

13. Privacy

13.1. Talent Alpha is committed to guard the privacy of the users of the Website/Platform in accordance with the relevant provisions of law. For details please see our Privacy Policy available at the Website/Platform ( https://talent-alpha.com/privacy-policy or equivalent ).

13.2. If you, acting as a Human Cloud Partner, create accounts for Human Cloud Specialist or you invite Human Cloud Specialist to use Online Services, we process their personal data as a data processor, basing on a Data Protection Agreement, while You remain a data controller of their personal data. This does not apply to certain statistical and technical data, connected with using Online Services by Human Cloud Specialists, which we process as a separate data controller. Detailed terms concerning processing personal data as a data processor are specified in a Data Processing Agreement (Annex 1).

13.3. If you use Online Services as a Human Cloud Specialist, we may process your personal data uploaded by a Human Cloud Partner or uploaded directly by You. If a Partner invites you to use Online Services, your personal data are being processed basing on a separate data processing agreement, according to which a Partner is a data controller and TA is a processor of your personal data. Nevertheless, we may process some of your personal data, such as statistical or technical data concerning using Online Services as a separate data controller. We also process your personal data as a data controller if you decide to continue using Online Services after you terminate your cooperation with a Human Cloud Partner.

14. Miscellaneous

14.1. No Third-Party Beneficiaries. This Terms of use do not create any third-party beneficiary rights in any individual or entity that is not a Party to these Terms of use, unless explicitly stated otherwise.

14.2. Assignment. You shall not assign or transfer any obligations under these Terms of use without TA’s prior consent given via email. Any attempt of assignment or transfer without such consent shall be void.

14.3. Governing Law and Remedies. These Terms of use shall be governed by and construed in accordance with the laws of the Republic of Poland.

14.4. Dispute Resolution. Any dispute, controversy or claim related to these Terms of use shall be resolved by the relevant court of ordinary jurisdiction over Talent Alpha’s seat or through compliant procedure described in Section 14.

14.5. Severability. If any part of these Terms of use shall be held invalid or unenforceable, the remainder of the provisions hereof shall continue in full force and effect. Any invalid or unenforceable parts will be interpreted to effect and present the intention of the original parts. If such interpretation will not be possible, the invalid or unenforceable part shall be severed from these Terms of use and the rest of the Terms of use shall remain in full force and effect.

14.6. Annexes. Any annexes form an integral part of these Terms of use.

15. Complaints

15.1. You have the right to complain about the performance of the Online Services.

15.2. Talent Alpha will review the submitted complaints.

15.3. A correctly submitted complaint should contain at least the following data:

a) Your Account information;

b) The subject of the complaint;

c) Circumstances justifying the complaint;

d) The proposed method of handling the complaint.

15.4. We will not review the complaints which will not contain the above mentioned data.

15.5. You should submit the complaints (with the note “Complaint”):

a) To our address in a written form: in Kraków, Poland, , ul. Armii Krajowej 25 30-150 Kraków

b) at the e-mail address: techsupport@talent-alpha.com

15.6. A reply to a complaint will be sent only to the e-mail address assigned to Your Account. In particularly justified cases, we may send a reply to a different e-mail address provided in the complaint, which is not assigned to the Account, or in writing to the address provided in the compliant.

15.7. We shall handle a correctly submitted complaint within 14 days from the date of its receipt. When a complaint does not contain the information necessary to handle it, we shall ask You to supplement the required information, and then the period of 14 days shall run from the date of submitting the supplemented complaint.

15.8. We will not re-examine complaints reviewed in accordance with the provisions of these Terms of use.

15.9. If it is needed we may contact You:

a) in writing to the correspondence address provided;

b) in an electronic form to the e-mail address provided.

Annexes

Annex 1 – Data Processing Agreement

Annex 1 to Terms of Use

TALENT ALPHA’S DATA PROCESSING AGREEMENT

Version Update: 18/02/2025

This agreement (the ” Data Processing Agreement” or ” DPA”) contains non-solicitation and data protection arrangements between Talent Alpha Sp. z o.o. with its registered seat in Kraków, Poland, address: ul. Armii Krajowej 25, 30-150 Kraków, maintained by District Court for Kraków-Śródmieście in Kraków, XI Commercial Division under number KRS 756687, tax identification number 6762557514, hereinafter referred to as ” Talent Alpha” (also referred to as “the Data Processor,” ” TA ,” ” we ,” ” us ,” or ” our”) and the Partner (“the Data Controller,” ” You” or ” Your”).

This DPA takes effect when You agree to provisions of Terms of Use, to which this DPA is attached as an Annex.

You and us are hereinafter referred to collectively as the ” Parties” and each of them separately as the ” Party” to this TPA, depending on the context.

1. Introduction

1.1. TA will process Personal Data concerning Human Cloud Specialists connected with the Partner’s account, created within our Human Cloud Platform. Due to that, TA wishes to ensure protection for You in connection with matters concerning processing of personal data of Human Cloud Specialists, by binding itself with data processing agreement, according to provisions specified in this DPA. TA is committed to maintaining high level of protection of personal data provided by its Clients. Therefore, to fulfil obligations arising from the GDPR, it is necessary to conclude a Data Processing Agreement between TA and You.

1.2. Parties shall respect principles of loyalty and act in good faith and in accordance with all applicable laws.

2. Definitions

2.1. “Client” means any firm, partnership, corporation or any other entity or person that is or has been involved in a business relationship with the TA, that uses services provided by a Human Cloud Partner or a Human Cloud Specialist or that TA reasonably expects will become its Client.

2.2. “Partner” – A business partner of TA that provides data of its staff so that Talent Alpha can provide services to this business partner.

2.3. “Personal Data” – means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

2.4. “Data Processing” – means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;

2.5. “Data Controller” – means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data;

2.6. “Data Processor” – means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Data Controller;

2.7. “Talent Pool” means the store of data (database) on IT professionals, including your appointed Human CloudSpecialists, available for the Clients.

2.8. “Human Cloud Platform” – Talent Alpha database and application program interface used to store Human Cloud Specialists provided by Human Cloud Subscribers.

2.9. “Human Cloud Specialist” – Individuals including a Partner’s employees, co-workers, contractors and sub-contractors who become members of the Talent Alpha Human Cloud Platform.

2.8. “Terms of Use” – means a separate agreement between the Parties, containing provisions of Your access to your account in TA’s Website/Platform.

3. Processing of Personal Data

3.1. A Partner, acting as the Data Controller, hereby entrusts Data Processing to TA, and TA undertakes to process them as the Data Processor in accordance with hereby Agreement and provisions of the GDPR.

3.2. The subject-matter of the Data Processing is the provision of services via Human Cloud Platform and the processing will be carried out as long as You will be using TA’s services. The nature and purposes of processing Personal Data carried out by the Data Processor include hosting of Personal Data, enabling Human Cloud Specialists to use functionalities of the Human Cloud Platform, such as uploading their Personal Data, especially identification and contact data, information about skills, experience and education, performing tests that assess their skills, presenting their profiles in the Talent Pool and connecting them with potential Clients of their employers or contractors.

3.3. The Data Controller agrees and warrants that the Data Processing of the Personal Data will be carried out in accordance with the relevant provisions of the GDPR and will not violate the relevant provisions of the GDPR. This especially applies to having a valid legal basis for processing of Personal Data of Human Cloud Specialists within the Human Cloud Platform. The Data Controller undertakes to cover all damages incurred by Talent Alpha in connection with falsehood of the above statement.

3.4. Processing of Personal Data may cover following types of Personal Data: a name, surname, nationality, image, e-mail address, phone number, address, information about employment, skills, education, experience, projects in which a person takes part, information about business activities, information concerning, remuneration, payments, date of birth, information concerning recruitment process, e.g. CV, information provided during psychometric tests or hobby.

3.5. Processing of Personal Data may cover following types of activities: collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

3.6. Uploading Personal Data into a Human Cloud Platform by You is considered as an order to process these Personal Data by TA, according to a binding command of a Data Controller.

4. Obligations of a data processor

4.1. The Data Processor agrees and warrants:

a) to process the Personal Data on behalf of the Data Controller and in compliance with its instructions and this Agreement; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the Data Controller of its inability to comply,

b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the Data Controller and its obligations under this Agreement,

c) that it has implemented appropriate technical and organizational measures in order to ensure an appropriate level of security, suitable to the risk related to the processing of Personal Data, taking into account the state of technical knowledge, implementation costs and the nature, scope, context and purposes of processing and the potential risk of violation of the rights or freedoms of data subject, taking into account the risk of varying likelihood and severity,

d) that all persons who participate in the process of providing services to a Data Controller have been obliged to maintain confidentiality and have been given appropriate authorization to process Personal Data.

e) that it will promptly notify the Data Controller about:

  • any legally binding request for disclosure of the Personal Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
  • any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so.

4.2. The Data Processor is obliged to, as far as possible, in accordance with its technical powers and capabilities, assist a Data Controller in fulfilling, the obligation to respond to the requests of the data subject, to the extent of its rights, indicated in the content of Chapter III of the GDPR, and fulfilling the obligations put on the data controller (or on a data processor, accordingly), regulated in articles 32-36 of the GDPR. If and when a data subject, in the course of exercising its rights under the GDPR, reaches out directly to the Data Processor, the Data Processor shall forward such contact to a Data Controller without undue delay and shall abstain from giving any substantive reply thereto, other than indicating the matter is being handled by a Data Controller.

4.3. The Data Processor shall notify a Data Controller about any breaches of Personal Data protection concerning entrusted data within 36 hours of their detection. The Data Processor shall provide a Data Controller in its notification with all necessary information, including but not limited to (i) the nature of the data breach, including the categories and approximate number of data subjects and records concerned; (Iii) the probable consequences of the data breach on the Data Processing of the Personal Data; and (iii) the remediation measures taken by the Data Processor to mitigate and contain the data breach.

5. Subprocessors

5.1. In connection with providing services to a Partner, the Data Processor may use services of another processing entities. By accepting provisions of this Agreement, a Data Controller agrees that the Data Processor may use services of other entities.

5.2. The Data Processor hereby declares that it uses only services of such further processing entities that guarantee the processing of Personal Data in accordance with the provisions of the GDPR and maintain appropriate level of data security.

5.3. A detailed information about further processing entities is specified below. If any further processing entity is added or changed, the Data Processor shall notify a Data Controller thereof, giving him the opportunity to withdraw from the contract for the provision of services by Talent Alpha and this Agreement with a two-week notice period, from the moment of receiving a notice in this regard, in the event that a Data Controller does not agree to the addition or modification of a further processing entity by the Data Processor. Failure to respond by a Data Controller within the specified period is tantamount to agreeing to add or change a further processing entity.

6. Audits

6.1. The Data Processor allow a Data Controller and its authorized representatives to conduct audits (including inspections) during the term of the Agreement to ensure compliance with the terms of this Agreement. Notwithstanding the foregoing, any audit must be conducted during TA’s regular business hours, with at least 7 days prior notice to us. The Data Processor may require concluding additional agreement concerning confidentiality of information obtained during an audit. The scope of any audit shall not require TA to disclose to You or Your authorized representatives, or to allow You or Your authorized representatives to access:

a) any data or information of any other TA’s Data Controller;

b) any TA’s trade secret, e.g. financial information, marketing or sales information,

6.2. Audits performed by the Data Controller shall be limited to once per year, unless:

a) TA has experienced a security breach within the prior twelve (12) months which has impacted Personal Data that were entrusted to us by the Data Controller; or

b) an audit reveals a material noncompliance with the GDPR.

If we decline or are unable to follow Your instructions regarding audits, You are entitled to terminate this agreement and the agreement for the provision of services by TA.

7. Liability

7.1. The Data Processor is liable for damages caused by the processing of Personal Data in the event of:

a) Not fulfilling the obligations which the GDPR imposes directly on data processors

b) Acting contrary to the obligations arising from this Agreement.

7.2. If any kind of a limitation of total amount of liability is specified in an agreement for provision of services, such a limitation should also apply to a liability for potential damages that occurs in connection with processing Personal Data, according to this Agreement. In no event shall Talent Alpha be liable under or in connection with this DPA for any consequential damages (including but not limited to: lost opportunities, loss of turnover, profits or goodwill, loss, mutilation or destruction of data or data files, and damages for liability towards third parties).

8. Duration of the Data Processing

8.1. This Agreement shall enter into force on the day of its acceptance by a Data Controller.

8.2. This Agreement’s entering into force shall cause any and all previous contractual provisions between the Parties to the extent such agreements regulate Personal Data processing.

8.3. This Agreement shall continue for the term of the provision of services by the TA for the Data Controller via the Human Cloud Platform. For the avoidance of doubt, termination of provision of such services, shall cause termination of this Agreement. Nevertheless, each Party may terminate this Agreement with a 30 days prior notice, sent via electronic means of communication.

8.4. After termination of this Agreement, the Data Processor shall, at the choice of the Data Controller, return all the Personal Data provided and the copies thereof to the Data Controller or shall delete all the Personal Data and certify to the Data Controller that it has done so, unless legislation imposed upon the Data Processor prevents it from returning or destroying all or part of the Personal Data transferred. In that case, the Data Processor warrants that it will guarantee the confidentiality of the Personal Data transferred and will not actively process the Personal Data transferred anymore.

8.5. The provision of point 8.4. does not apply in case if a Human Cloud Specialist, whose data are processed within our Human Cloud Platform, decides to continue using our services as a separate entity, not connected with the Data Controller as its previous employer or contractor. In such a case, the Data Processor may process Human Cloud Specialist’s Personal Data as a separate data controller. This also applies if a Specialist terminates its contract with a Data Controller, but decides to keep using Human Cloud Platform separately, even if a Data Controller still uses it.

9. Non-solicitation

9.1. Talent Alpha shall not directly or indirectly, on its own behalf or in conjunction with any person or legal entity, without Your prior consent given in e-mail, contact with any member of Your Staff:

a) Recorded in the Talent Pool or Human Cloud Platform; or

b) Who has been involved in the Registration process or has been formally introduced by You to us;

in any manner that will attempt to disrupt the existing legal relationship between You and such member of Your Staff.

9.2. This obligation includes but is not limited to recruitment, solicitation, inducement, attempting to recruit, solicit or induce to terminate employment or any other legal relationship between You and your Staff member as mentioned above.

9.3. This obligation does not apply to a situation when a Human Cloud Specialists terminates cooperation with You or You cease to use our Human Cloud Platform.

10. Miscellaneous

10.1. Amendments. This TPA may be amended or modified in a form of (at least) mutual e-mails, explicitly and unanimously describing any amendments to this TPA, sent by duly authorized representatives of the Parties, otherwise null and void.

10.2. Assignment. You shall not assign or transfer any obligations under this TPA without TA’s prior written (otherwise null and void) consent. Any attempt of assignment or transfer without such consent shall be void.

10.3. Governing Law. This TPA shall be governed by and construed in accordance with the laws of the Republic of Poland.

10.4. Dispute Resolution. Any dispute, controversy or claim related to this TPA shall be resolved by the relevant court of ordinary jurisdiction over Talent Alpha’s seat.

10.5. Severability. If any part of this TPA shall be held invalid or unenforceable, the remainder of the provisions hereof shall continue in full force and effect. Any invalid or unenforceable parts will be interpreted to effect and present the intention of the original parts. If such interpretation will not be possible, the invalid or unenforceable part shall be severed from this TPA and the rest of the TPA shall remain in full force and effect.

10.7. Entire Agreement. This TPA constitutes the entire agreement between Parties hereto with respect to the subject matter hereof, and terminates and supersedes all prior arrangements, written or oral, between Parties relating hereto.

10.7. Entire Agreement. This TPA constitutes the entire agreement between Parties hereto with respect to the subject matter hereof, and terminates and supersedes all prior arrangements, written or oral, between Parties relating hereto.

ANNEX 1 to Data ProcessingAgreement

List of further processing entities

NoName of the entityAddressPurpose of processing
1Google Ireland LimitedGordon House,
Barrow Street,
Dublin 4,
Ireland		Storing and performing data processing operations on Personal Data within a cloud solution used to ensure operability and maintenance of the Platform.