Embedded Finance Terms and Conditions for Employers (External Salary Disbursement)

Seamless Technologies’ Embedded Finance Platforms are provided by Seamless Technologies (“we”/ “us”/ “our”) and governed by the following Terms and Conditions (“T&C”).

By accessing Seamless Technologies’ Embedded Finance Platforms (“Platforms”) and/or any product available thereon, you confirm that you have read and understood these T&Cs and Seamless Technologies’ policies including our Privacy Policy, Information Security Policy and such other Policies as we may publish from time to time, and that you agree to be bound by them. If you do not accept the terms of this T&C, do not access or use the Platforms, website or any listed Product.

These T&Cs shall be read together with the Seamless Technologies General Terms and Conditions of Service, including the Schedules thereto (the “General T&Cs”). Capitalised terms used but not defined in these T&Cs shall have the meanings given to them in the General T&Cs. In the event of any conflict or inconsistency between these T&Cs and the General T&Cs, the General T&Cs (including Schedule 4 thereto) shall prevail to the extent of such conflict or inconsistency. Where these T&Cs are silent on any matter, the General T&Cs shall apply.

1. Definition

(a) Administrator: means any person authorised by you, with administrator rights on SeamlessPayroll, to run payroll and submit Salary Payment Confirmations on your behalf.

(b) Advance: means any amount provided to you through the financial solutions accessible or available on the Platforms.

(c) Affiliate: means any legal entity that controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of, or the right to direct the management of, that entity.

(d) Agreement: means any Onboarding Form, Service Agreement, invoice, or other contract or terms executed between you and us or accepted by you for the provision of services or solutions through the Platforms. This may include product specific terms, conditions, or requirements as may be communicated to you by us from time to time.

(e) Applicable Law: means the laws, rules, and regulations of the jurisdiction applicable to the relevant Seamless Technologies entity, as set out in Clause 30.

(f) Business Day: means any day other than a Saturday, Sunday, or public holiday in the jurisdiction of the applicable Seamless Technologies entity on which commercial banks are open for business.

(g) Compensation: includes but is not limited to Employee’ salary, wages, commission, benefits, severance pay, bonuses, terminal benefits, and other entitlements.

(h) Employee: means any individual registered by you as your employee on Seamless Payroll and/or the Platforms.

(i) Employee Information: includes but is not limited to Employee’s payroll history, remuneration, benefits, employment status, and any relevant employment detail such as promotions, planned or anticipated terminations, or other employment changes.

(j) Financial Partners: means financial or credit institution providing or backing the products and services offered on the Platforms.

(k) Loan Offer: means the terms on which Advances are provided by our Financial Partners to an individual or business using any of Seamless Technologies’ Platforms.

(l) Platforms: mean Seamless Technologies’ Embedded Finance Platforms as may be available from time to time.

(m) Parties: means you and Seamless Technologies collectively.

(n) Party: means either you or Seamless Technologies.

(o) Payroll Date: means the date on which you pay Compensation to your Employees in respect of any payroll period.

(p) Personal Data: shall have the meaning provided under applicable laws.

(q) Products: includes, but is not limited to, Salary Assurance/Payroll Financing, and such other products or services as may be available on the Platforms from time to time.

(r) Repayment Deduction: means any amount which an Employee has authorised, under a Loan Offer, to be deducted from his or her Compensation in repayment of an Advance or any other sum owed under that Loan Offer, as reflected in the payroll run on SeamlessPayroll.

(s) Repayment Due Date: means the second (2nd) calendar day of the month following the month to which a payroll run relates or, where that day is not a Business Day, the immediately preceding Business Day.

(t) Repayment Schedule: means the schedule made available to your Administrator on SeamlessPayroll for each payroll cycle, showing the Repayment Deduction for each Employee and the Scheduled Repayment Amount.

(u) Repayment Wallet: means the dedicated repayment wallet or account opened in your name with a Financial Partner or other licensed institution designated by us, into which the Scheduled Repayment Amount is to be paid.

(v) Salary Payment Confirmation: means the confirmation submitted by your Administrator on SeamlessPayroll that the Compensation for a payroll period has been paid to your Employees.

(w) Scheduled Repayment Amount: means the total of all Repayment Deductions for a payroll cycle, as shown in the applicable Repayment Schedule.

(x) Seamless Technologies: means the entity within the Seamless Technologies group (being Seamless Technologies Nigeria, Seamless Technologies Ghana, Seamless Technologies Kenya or Seamless Technologies South Africa) that provides the Platforms to you, as identified in your Onboarding Form, Service Agreement or invoice, and references to “we”, “us” and “our” shall be construed accordingly.

(y) Seamless Technologies Ghana: means The Seamless Ltd.

(z) Seamless Technologies Kenya: means Seamless Human Resources Management Technology Ltd.

(aa) Seamless Technologies Nigeria: means SeamlessHR.Com Ltd.

(bb) Seamless Technologies South Africa: means The Seamless Company.

(cc) SeamlessPayroll/BreezePayer/Barizi: means Seamless Technologies’ one-stop solution for managing payroll, remittance of periodic or statutory fees, among other things.

(dd) Service: means access to and management of financial services and Products available on the Platforms.

(ee) Third-party/ Third Parties: means any person or entity (including Financial Partners) other than Seamless Technologies.

(ff) Third-Party Content and Services: mean Content and Services available on Third-Party Links.

(gg) Third-Party Links: means hyperlinks embedded within the Platform that direct or redirect You to websites, applications, or content operated or controlled by Third Parties other than Seamless Technologies.

(hh) Third-Party Products: includes all third-party services integrated into or provided through the Platforms to You.

(ii) You: means an Employer, business, or corporate entity utilizing financial services and solutions available on the Platforms including SeamlessPayroll. For the purpose of these T&Cs, you process your payroll on SeamlessPayroll but pay Compensation to your Employees otherwise than through Seamless Technologies. Where the context so permits, this may include its assigns and representatives.

2. The Service

The Platforms provide you with convenient and easy access to a variety of financial products deployed by our Financial Partners. The Platforms also allows you and our Financial Partners to efficiently manage your use of these Products and services, creating a seamless experience for all parties involved.

3. Eligibility

3.1 To be eligible to access the Products offered through the Platforms, you must meet the following criteria:

(a) You must be duly registered and incorporated under the laws of the jurisdiction you operate.

(b) You must be an active user of Seamless Payroll.

(c) Your use of this Service must not be unlawful within your jurisdiction.

(d) You must have access to the Platforms.

(e) You must have a Repayment Wallet.

3.2 Seamless Technologies and/or its Financial Partners may impose additional eligibility criteria or requirements for specific Products available on the Platforms. These criteria will be clearly communicated to you where applicable. Upon request, Seamless Technologies will provide guidance and detailed information on any specific requirements you need to meet to qualify to access these products or services.

4. Account

4.1. To access any product on the Platforms, you are required to execute the applicable Onboarding Form or Service Agreement and create an Account. This initial onboarding process is a requirement that must be completed before your Employees can create their own Employee Accounts or access any credit or financing products on Seamless Technologies’ Platforms.

4.2. We reserve the right to refuse or approve the creation of any Account by any of you or your Employees.

4.3. To create and maintain an Account, you must:

(a) Use your corporate email address.

(b) Provide us with accurate and up-to-date information as may be requested; and

(c) Update information provided to us from time to time to ensure that it remain accurate, current, and complete.

4.4. You represent and warrant that you have the legal rights to share any information you provide and that sharing such information does not violate any privacy rights, proprietary rights, or applicable laws and regulations.

4.5. For the purpose of facilitating the provision of Services to you, you may be required to create and maintain a bank account with a designated financial institution as we may specify from time to time.

4.6. The Platforms may be accessible to your Employees through web app, mobile app, USSD, or manual channels as may be provided from time to time.

5. License and Usage

5.1. Upon successfully creating an Account, subject to these T&C and any other Agreement, you will be granted a limited, non-transferable, and revocable license to access and use the Platforms, Products, or Services available therein, as applicable.

5.2. Access to any Product on the Platforms is subject to your submission of individual applications. Each application will be considered on its own merits and evaluated based on the eligibility criteria peculiar to the respective Product. Approval to access any Product or Service is not guaranteed and shall be determined by the relevant Financial Partner or Seamless Technologies, as the case may be.

5.3. This license may be revoked at any time if you fail to meet the required conditions or violate any applicable terms.

6. Sub-Contractors

You agree that we may engage third-party partners, agents, service providers, or Affiliates (“Approved Sub-Contractors”) to support Seamless Technologies by providing related or ancillary services. Where any Approved Sub-Contractor processes your data or Personal Data, we shall remain fully responsible for such processing and shall ensure, through appropriate certification requirements or contractual safeguards, that the Approved Sub-Contractor is subject to data protection obligations no less stringent than those set out in these T&Cs.

7. Third-party Content, Links and Services

7.1. You acknowledge that:

(a) the Platforms and its Products may contain third-party content, links, solutions and services which may be subject to the applicable third-party fees, terms, conditions and other policies as may be indicated or hosted on the third-party links; and

(b) the Platforms and its Products may also import or export data to or from third party partners.

7.2. These third-party links are provided merely as a convenience and we make no representation, warranty, or commitment and shall have no liability or obligation whatsoever in relation to your use of third-party content, links, solutions and services, including services delivered by our Financial Partners through the Platforms.

7.3. By using third-party content, links, solutions, and services, including those offered by our Financial Partners through the Platforms, you confirm the following:

(a) You have read and agreed to the terms of use governing these third-party services, content, and links.

(b) Your use of third-party content, links, solutions, and services, including those provided by our Financial Partners, is entirely at your own discretion and risk.

(c) You authorize Seamless Technologies to share any necessary documents and information regarding you, your business, and your Employees with the applicable Financial Partner. This may include but is not limited to, your payroll information, bank account details, your Employees’ bank account information, and any additional information requested by the Financial Partner in relation to the specific service provided by the Financial Partner.

8. Your Responsibilities

8.1. You are obligated to provide Seamless Technologies with accurate, up-to-date data, and complete information regarding your payroll history and other Employee Information. This information is crucial for the provision of the Products and Services to you and your Employees. You understand and acknowledge that any delay or inaccuracy in providing this information may impact the availability and accuracy of the Services. You therefore undertake to timely submit required information and rectify any changes in such information.

8.2. You acknowledge that you are the Data Controller for any data you provide to us. As a Data Controller, you bear sole responsibility for ensuring the legality, reliability, integrity, accuracy, and quality of all data you share with us.

8.3. You are responsible for ensuring that your Employees are fully informed about how their Personal Data will be used in relation to the services provided by Seamless Technologies and its Financial Partners. This includes obtaining any necessary consent from your Employees to allow Seamless Technologies to process their data for the purpose of delivering financial products.

8.4. You understand that your access and the access of your Employees to the Platforms is contingent on your active and continuous use of SeamlessPayroll. If you fail to complete payroll processing using SeamlessPayroll on or before the second day of the month following the payroll period, your access, along with your Employees’ access to the Platforms and its Products shall be temporarily suspended. This suspension will be lifted once you resume payroll processing, and all outstanding payroll is fully processed.

8.5. Your Administrator shall submit the Salary Payment Confirmation on SeamlessPayroll for each payroll period promptly after, and only after, the Compensation for that payroll period has actually been paid to your Employees, and in any event within two (2) Business Days after the Payroll Date. You shall not submit, and shall ensure that no Administrator submits, a Salary Payment Confirmation before such Compensation has been paid in full. Where the Salary Payment Confirmation is not submitted within the time stated in this Clause 8.5, your Employees’ access to the Platforms and the Products shall be suspended until it has been duly submitted.

8.6. You and Seamless Technologies shall promptly notify each other of any risks posed to data that has been identified, any data compromises, and safeguards established by it to mitigate the impact of the risks.

8.7. Except as provided herein, you shall not assign, subcontract, delegate, or otherwise transfer any of your right or obligations accruing from this T&C or any Agreement without obtaining our prior written consent. All outstanding rights and obligations shall be binding upon you and your respective successors and permitted assigns.

8.8. You acknowledge the critical role of timely and accurate information in facilitating the recovery of any outstanding amounts owed by your Employees for Services accessed through the Platforms.

8.8.1. You therefore agree to promptly inform us of any event that may impact the recovery process. Such events include, but are not limited to:

(a) Changes in payroll information: This includes any adjustments to an Employee’s compensation, such as those resulting from disciplinary actions or deductions related to advances provided by you (e.g., car or housing loans) or deduction pursuant to applicable law or a court order.

(b) Employee Exit: This includes resignation, dismissal, termination, layoff, or the death of an Employee.

(c) Legal Proceedings: This includes information you become aware of in connection with any civil or criminal proceedings instituted by third parties against an Employee due to dishonest or fraudulent practices.

(d) Corporate Reorganization: This includes mergers, acquisitions, or any other form of corporate restructuring involving your organisation.

(e) Changes to payroll and salary arrangements: Your decision to cease using SeamlessPayroll, to begin paying Compensation through Seamless Technologies, or to discontinue your Employees’ access to the Products or other benefits available on the Platforms.

8.8.2. Except in cases of Employee resignation, dismissal, or death, you shall endeavour to provide Seamless Technologies a minimum of one month’s written notice of the occurrence or likelihood of the occurrence of any of the events outlined in the preceding subparagraphs. Failure to provide this notice may result in the suspension or termination of your access and your employees’ access to the platform, at Seamless Technologies’ discretion. In the event of termination, all outstanding obligations related to loans, advances, or your use of the Platforms will become immediately due, with any loans payable upon termination.

8.8.3. Notwithstanding Clause 8.8.2, you shall notify us in writing of the exit of any Employee, including by resignation, dismissal, or death, as soon as practicable and in any event before that Employee’s final payroll run on SeamlessPayroll or within five (5) Business Days after the exit date, whichever is earlier.

8.9. You will not be held liable for any loan, financial product, or service accessed by your employee through the Platforms, and you will not be deemed an obligor or held responsible for any loan or financial service provided to your employees, as all liability and obligations related to such loans rest solely with the respective employee. The foregoing shall not limit your obligations under Clauses 11.2 to 11.7, or your liability for any Repayment Deduction made from an Employee’s Compensation but not paid into the Repayment Wallet. However, you acknowledge and agree to provide reasonable cooperation and assistance to Seamless Technologies and its financial partners in recovering any outstanding fees, loan amounts, or sums owed by your employees. This cooperation may include, but is not limited to:

(a) Providing necessary Employee Information to Seamless Technologies or the relevant Financial Partner to facilitate the recovery of outstanding amounts, including but not limited to confirming the Employee’s payroll status, Compensation and any other pertinent employment details;

(b) Cooperating with Seamless Technologies or the Financial Partner in facilitating direct communication between the Employee and the Financial Partner regarding any outstanding payments or debts;

(c) Assisting, where possible, in providing information on a former Employee’s current place of employment and other relevant details.

8.10. We may display your company name and logo in our marketing materials and on our public website. You may withdraw your consent to such use by written notice to support@seamlesshr.com, following which we shall cease any new use of your name and logo for publicity purposes within a reasonable period. Such withdrawal shall not require the withdrawal, alteration, or removal of materials already published or distributed before receipt of your notice.

9. Representations and Warranties

You represent and warrant that:

(a) You will comply with all applicable data protection laws, regulations and measures;

(b) You will ensure that all instructions you provide for the processing of Personal Data are fully compliant with applicable laws;

(c) You are authorised to disclose Personal Data and Employee Information to Seamless Technologies, and such disclosure does not violate any privacy rights, contractual agreements, or applicable laws;

(d) You will, where necessary and in compliance with data protection laws, obtain all required consents and provide the necessary notifications to your Employees regarding the sharing of their Personal Data. These include informing them that their data will be processed by Seamless Technologies and its Financial Partners to provide the financial products and services available through the Platforms;

(e) You are responsible for obtaining any required approvals from other stakeholders to share such data; and

(f) All payroll data processed on SeamlessPayroll, and each Salary Payment Confirmation submitted by you or your Administrator, is complete, accurate, and true, and has not been falsified, manipulated, or altered, including to inflate any Employee’s Compensation, conceal any Employee exit, or avoid any Repayment Deduction.

10. Terms of Use for Loan Products

Where you apply for, are approved for, or access any loan, advance, payroll financing facility, or other credit product made available through the Platforms (each, a “Loan Product”):

10.1. You undertake and agree to provide Seamless Technologies and its Financial Partners with accurate, up-to-date, and complete corporate and financial information about your organization, including details of any subsisting loan, as may be requested.

10.2. You shall, prior to applying for or accessing any Loan Product, obtain and maintain all corporate approvals, authorisations, consents, resolutions, and other approvals required under your constitutional documents, applicable law, or any agreement binding on you in connection with the application for, acceptance of, and performance of your obligations under the relevant Loan Product. You shall provide evidence of such approvals or authorisations upon request.

10.3. Where you draw down an Advance through the Platforms, you automatically pledge and grant to Seamless Technologies, unless otherwise agreed in writing, a first-ranking floating charge over all your present and future rights, title, and interest in your tangible and intangible assets as security for the due payment and performance of your obligations under that Advance. The security shall continue until all obligations arising from the Advance have been fully and irrevocably discharged. For the avoidance of doubt, this Clause 10.3 applies only where you have an outstanding Advance or other loan or credit obligation through the Platforms and does not apply where you have not (a) drawn down any Advance; or (b) fully repaid all Advances together with the applicable interest and fees.

10.4. Certain loan products may require insurance coverage alongside the loan. You are responsible for the cost of any insurance obtained to secure the loan granted to you through the Platforms, as detailed in the Loan Offer or Agreement issued by our Financial Partner. Additionally, you authorize us to obtain insurance coverage on your behalf and you irrevocably authorize the insurance provider to recognize our Financial Partner as the primary beneficiary (first loss payee) of any claims made. Our Financial Partner is entitled to apply any insurance payout towards settling its outstanding exposure. After the exposure is liquidated, any remaining balance from the claim will be made available to you.

10.5. You agree and understand that all costs and expenses incurred in relation to the recovery of any loan or Advance made to you, including those incidental to such recovery, will be borne by you. Consequently, you will reimburse our Financial Partner and/or Seamless Technologies for all reasonable costs and out-of-pocket expenses incurred due to your default in repayment or in enforcing the terms and conditions of The Loan Offer, including but not limited to legal fees, collection commissions, and other related charges

11. Other Commitments

11.1. You agree to:

(a) Cooperate with us and provide all necessary information reasonably required to support the development and optimization of the Platforms and its Products.

(b) Keep your Account details, including login credentials, confidential and secure. You must not share these details or allow others use their account. Any access to your Account using your credentials will be deemed authorized by you.

(c) Assume full responsibility for all activities and transactions carried out through your Account. You acknowledge that by using the Platforms and its associated Products, you do so at your own risk.

Seamless Technologies makes no guarantee regarding the approval or performance of any Product offered by its Financial Partners. It is your responsibility to ensure that you fully understand the terms and conditions of any product you apply for including terms of the Loan Offer and how to manage your financial obligations responsibly.

(d) Notify us immediately you become aware of any unauthorised access to your Account.

(e) Ensure that that your use of the Platforms and the financial services complies with all applicable laws, regulations, and guidelines. You must also ensure that any information or documentation you provide does not violate any privacy laws, contractual agreements, or third-party rights.

11.2. With your Employee’s authorisation, provided through acceptance of the terms of the Loan Offer issued to that Employee, you authorise and shall ensure the deduction of each Repayment Deduction, including, to the extent permitted by applicable law, any outstanding amount upon the termination of the Employee’s employment, from that Employee’s Compensation in each payroll run processed via SeamlessPayroll, in accordance with the repayment terms of the relevant Loan Offer. Repayment Deductions are applied automatically on SeamlessPayroll, and you shall not, and shall ensure that no Administrator shall, delete, edit, reduce, suspend, or otherwise bypass any Repayment Deduction, whether on SeamlessPayroll or in paying Compensation outside SeamlessPayroll.

11.3. For each payroll cycle, we shall make available to your Administrator on SeamlessPayroll, before the payroll run is finalised, the Repayment Schedule, the details of your Repayment Wallet, and the Scheduled Repayment Amount.

11.4. You shall pay the full Scheduled Repayment Amount for each payroll cycle into the Repayment Wallet in a single payment no later than the Repayment Due Date. All Repayment Deductions made from your Employees’ Compensation shall be paid into the Repayment Wallet in full, without any set-off, counterclaim, withholding, or deduction. You irrevocably authorise us and the relevant Financial Partner to debit the Repayment Wallet for the Scheduled Repayment Amount and to apply it towards your Employees’ obligations under the relevant Loan Offers, and you shall not withdraw or otherwise deal with any amount in the Repayment Wallet required to meet the Scheduled Repayment Amount.

11.5. Repayment Deductions made by you shall be held by you on trust for the person entitled to them until paid into the Repayment Wallet and shall not form part of your assets. Where you have deducted any Repayment Deduction from an Employee’s Compensation but have not paid it into the Repayment Wallet by the Repayment Due Date, you shall pay that amount to us or the relevant Financial Partner on demand, together with any late payment charges specified in the applicable Agreement, and we may recover such amount from your designated account or any of your linked accounts in the manner set out in Clause 11.10.

11.6. Where the full Scheduled Repayment Amount is not paid into the Repayment Wallet by the Repayment Due Date, whether because payment is late or only partial, we may, without prejudice to our other rights, immediately suspend the processing of new applications for, and the disbursement of, Advances and other Products to all of your Employees until the outstanding amount has been paid in full. Such suspension shall not affect any Employee’s obligations under an existing Loan Offer or your obligations under this Clause 11. Where any Repayment Deduction cannot be made in full, including because an Employee’s net Compensation is insufficient or the Employee has left your employment, you shall notify us in writing before the Repayment Due Date, stating the reason and the amount not deducted.

11.7. You shall keep records of all payments of Compensation and of all payments into the Repayment Wallet and shall, within two (2) Business Days of our request, provide us or the relevant Financial Partner with proof of payment of Compensation for any payroll period and of each payment into the Repayment Wallet, together with such reconciliation as we may reasonably require. Any dispute regarding a Repayment Schedule or a Scheduled Repayment Amount shall be notified to us in writing before the Repayment Due Date and shall not relieve you of the obligation to pay the undisputed portion by the Repayment Due Date.

11.8. If any issue or dispute arise in connection with the Products you have accessed through the Platforms, you agrees to cooperate fully with Seamless Technologies and the relevant Financial Partners to resolve such matters. This may include providing additional documentation, responding to inquiries, or engaging in dispute resolution processes as required by the Financial Partners.

11.9. You are fully responsible for fulfilling any financial obligation related to the Products or Services you access on the Platforms. This includes making timely payments on loans, maintaining sufficient funds, and adhering to the repayment terms set by the Financial Partners. Your failure to meet your financial obligations may result in penalties, interest charges, or suspension of access to services.

11.10. If you are credited with an unauthorised or unrequested Advance, or an Advance in excess of your request or application through the Platforms, or if a deduction that should have been made was not processed, you agree to promptly notify us and hereby authorizes the reversal or deduction of the unauthorised or excess amount from your designated account. You further agree to authorize us, upon request, to make such deductions. If your account balance is insufficient to cover unauthorised or unrequested Advance or the excess amount, you agree that we may deduct the available amount and recover the remaining balance of the unauthorised or unrequested Advance or the excess amount from any of your linked accounts. This does not prejudice any other remedies available to us under these T&Cs or the law. If we suspect that the unauthorised or unrequested Advance or excess credit was part of a fraudulent scheme, we may terminate your access to the Platforms and pursue all legal remedies available.

12. Restrictions on Use Applicable to You

You shall not:

12.1. use the Platforms and/or its Products for fraudulent or illegal purposes;

12.2. access the Platforms and/or its Products by impersonating any person or any entity;

12.3. reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the components of the Platforms or its Applications. You shall not obtain or use such code, nor allow the Platforms or its Products to be used to provide data management or processing services for third parties;

12.4. reproduce all or any portion of the Platforms or its Products (except as expressly permitted herein) or any accompanying documentation, or modify the Platforms or its Products;

12.5. rent, lease, loan, or sell access the Platforms or its Products to any third party without our consent;

12.6. access the Platforms or its Products in order to build or create a derivative, competitive service or copy features, functions or graphics of the Platforms or its Products or;

12.7. introduce software or automated agents or scripts to the Platforms or its Products to produce multiple accounts, generate automated searches, requests, and queries, or to strip or mine data from the Service;

12.8. commercialize in any way, nor grant access to any third party without our written consent.

13. Pricing and Fees

13.1. The pricing and fees for the various Products available on the Platforms may vary depending on the type of Product and the relevant Financial Partner. You will be informed of the applicable fees and pricing for each Product prior to the authorisation of your request to assess such product. By choosing to use a Product, you agree to pay all applicable fees charged by Seamless Technologies, its Financial Partners, or third parties in connection with the Product. By proceeding with the transaction, you consent to all applicable fees.

13.2. You are solely responsible for paying and remitting all taxes associated with your use of the Platforms and/or any Products available on it, as required by applicable law. All fees quoted are exclusive of tax unless expressly stated otherwise. Where necessary, Seamless Technologies may deduct the relevant taxes from the fees paid by you.

13.3. We reserve the right to periodically review and adjust applicable fees. However, all transactions will be subject to the fees disclosed at the time each transaction is completed. No changes in applicable fees shall apply retrospectively to transactions already completed.

14. Credit Information

You hereby agree that we or our Financial Partners, may at our sole discretion, as we consider appropriate, give to and receive from credit bureaus, reference agencies whether based locally or abroad, financial institutions, regulatory/law enforcement agencies, and relevant third parties credit information about them, including information on your conduct in respect of the repayment of any loan granted to you for the purpose of assisting them and/or Financial Partners in making decisions on Advances to you.

15. Intellectual Property Rights

The Platforms, its content (excluding your data), and any APIs, interfaces, features, and functionalities thereof are and will remain the exclusive property of Seamless Technologies and our third-party licensors (as the case may be). All elements of the Platforms and its Products are protected by intellectual property laws and all rights, except as expressly provided in this T&C, is reserved by Seamless Technologies.

16. Data Protection

16.1. Each Party shall comply with all applicable data protection laws and shall implement appropriate technical and organisational measures to protect your data and Personal Data.

16.2. We shall take appropriate, technical and organizational measures to prevent the loss, damage, unauthorized use or unauthorized destruction of, and unlawful access to, data you upload to the Platforms.

16.3. Our processing of your data shall be governed by our Privacy Policy and Information Security Policy. Seamless Technologies is ISO/IEC 27001:2022 certified and aligns its data processing practices with the requirements of the data protection laws of the jurisdictions in which it operates, including the Nigeria Data Protection Act 2023, the Kenya Data Protection Act 2019 and the Ghana Data Protection Act 2012.

16.4. Subject to the provisions of this T&C, we may record, retain, and use the aggregated, anonymous, and non-identifiable data provided by you or pertaining to their use of the Platforms for the purposes of;

(a) analyzing, improving, and/or developing our services;

(b) delivering advertising, marketing (including in-product messaging), or information to you; and

(c) developing and providing new and existing functionality and services (including statistical analysis, benchmarking and forecasting services) to you and other Seamless Technologies customers.

16.5. Following the termination of these T&Cs or of your access to the Platforms, we shall, upon your written request, make your data available for retrieval in CSV or XLS format for a period of up to ninety (90) days. Upon expiry of that period, we shall securely delete your data in accordance with our information security policies and procedures, except to the extent that retention is required by applicable law or regulatory obligation, including in connection with any outstanding Advance or loan.

17. Disclaimer

17.1. The Platforms and the Products are provided “as is”, and to the fullest extent permitted by law, neither Seamless Technologies nor our Financial Partners, agents, affiliates, or suppliers, make any warranty of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, and non-infringement. No statement or information, whether oral or written, obtained from us by any means shall create any warranty not expressly and explicitly outlined in the terms.

17.2. Certain factors may impact your use of the Platforms and/or the Products and may result in failure of access including but not limited to: local network, firewall, pop-up blocker, internet service provider, the public internet, downtime of third-party solutions, the public switched telephone network and power supply. Notwithstanding any provision in this T&C or any Agreement, we shall take no responsibility for any disruption, interruption, or delay caused by any failure of or inadequacy in any of these items or any other items over which we have no control. Where the disruption, interruption, or delay is not caused by the events anticipated above, Seamless Technologies shall exercise all reasonable efforts to resolve the disruption, interruption or delay or defect in the operation of the Software with the urgency it deserves.

17.3. Seamless Technologies is not a financial institution, neither do we provide legal or tax advisory services. All financial solutions deployed through the Platforms are provided in partnership with licensed third-party Financial Partners.

17.4. To the fullest extent permitted by applicable law, in no event shall we or our Affiliates, officers, directors, employees, or agents be liable for any indirect, incidental, special, punitive, or consequential damages, including lost profits, revenue, data, or business interruption, however caused and under any theory of liability. Our aggregate liability for all claims arising from or related to these T&Cs or your use of the Platforms shall not exceed the total fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim. Nothing in these T&Cs excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by applicable law.

18. Indemnity

18.1. To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless us, our affiliates, directors, officers, and employees from any losses, penalties, damages, expenses, or costs (including reasonable legal fees) arising from or related to your use of the Platforms and/or the Products. This includes, but is not limited to, claims or demands related to violation of third-party rights, any applicable law, terms of this T&Cs, or any other Agreement. This indemnity shall be in addition to any other indemnification obligations outlined in these T&Cs. Furthermore, you agree to promptly notify us of any such claims and cooperate fully in our defence.

18.2. Additionally, you agree to indemnify, defend, and hold Seamless Technologies, its affiliates, officers, directors, and employees harmless from any claims, liabilities, or damages arising out of your breach of these T&Cs or any related Agreement. This includes claims related to the inaccuracy of information you have provided or your failure to comply with the terms set by the Financial Partners.

18.3. We shall indemnify, defend, and hold harmless you, your Affiliates, officers, employees, and agents from and against any claims, losses, liabilities, damages, and expenses (including reasonable legal fees) arising out of or in connection with any breach of these T&Cs by us, any negligence, wilful misconduct, or fraud on our part, or any claim that your authorised use of the Platforms infringes or otherwise violates the rights of a third party, except to the extent such claim arises from your data, any unauthorised use of the Platforms, or any modification not made or authorised by us.

19. Violation of terms, Suspension and Termination

19.1. You hereby agree that we may suspend access to your account if we detect any suspicious activity or if it is determined that your use of the Platforms and or the Products are in violation of these T&Cs or applicable laws, provided that you are immediately notified upon suspension of your account and given ample time to make representations or respond to any query towards resolving the issue.

19.2. If you fail to provide a response, or if we reasonably determine that your representations are insufficient or false, you agree that we may terminate your access to your Account. However, you will be granted a 30-day window to withdraw any data you have uploaded to the Platforms and/or its applications before termination takes effect. Clause 16.5 shall apply following termination.

19.3. Grounds for Account suspension include but are not limited to: (a) The provision of false or inaccurate information or data to us, or uploading such information to the Platforms and/or its applications, (b) breach of these T&C, or (c) Detection or suspicion of any criminal, fraudulent, illegal, immoral, or irregular activity associated with your Account.

19.4. Without limiting Clause 19.3, each of the following shall constitute a material breach of these T&Cs by you: (a) failure to pay the full Scheduled Repayment Amount into the Repayment Wallet by the Repayment Due Date; (b) the submission of a Salary Payment Confirmation before Compensation has actually been paid, or of any other false or inaccurate Salary Payment Confirmation; (c) failure to notify us of an Employee exit in accordance with Clause 8.8.3; (d) the deletion, editing, reduction, or bypassing of any Repayment Deduction, or the failure to pay any Repayment Deduction into the Repayment Wallet in full; and (e) the submission of falsified or manipulated payroll data. Upon the occurrence of any such breach, we may immediately suspend your access and your Employees’ access to the Platforms and the Products. Where a breach under paragraph (b) or (e) was committed knowingly or recklessly, we may terminate these T&Cs immediately by written notice; in any other case, Clause 24.1(c) shall apply.

19.5. Notwithstanding the above, we may suspend your access to all or any part of the Service where we reasonably conclude that you or any person using your Account is causing immediate and ongoing harm to the Platforms and such suspension is necessary to protect the integrity of the Platforms or the interests of other users or our Financial Partners. In such case, we shall immediately notify you of the suspension and the Parties shall diligently attempt to resolve the issue.

20. Support

20.1. We will provide support in connection with use of the Platforms at no additional charge to ensure availability. Our hours for basic support are 7:00 a.m. to 9:00 p.m. (West African Time) on weekdays, in English language via online ticketing, telephone calls, email, WhatsApp and in-app chat. However, special arrangement may be made for provision of weekend support as the need arises.

20.2. We shall use commercially reasonable efforts to maintain a minimum monthly service uptime of ninety-eight percent (98%), calculated on the total available minutes in a calendar month, excluding (a) scheduled or planned maintenance; (b) emergency maintenance; (c) downtime caused by force majeure events; (d) failures or disruptions attributable to your systems, third-party systems, internet service providers, or integration dependencies not controlled by us; and (e) any suspension of the Services in accordance with these T&Cs.

20.3. You acknowledge that any support updates we provide may be necessary for the proper operation of the Platforms and therefore you agree that we can promptly install updates to ensure that version of the Platforms in use remains supported.

20.4. You can contact our support team to provide an error report and request support by any of the following methods: (i) raise a support ticket online; (ii) send an email to support@seamlesshr.com; (iii) make a phone call to 02013306080; (iv) send a WhatsApp message to +2349166536169; or (v) in-app chat.

21. Feedback

We may use, develop, or integrate your feedback to improve the Platforms or the Product. Our use of your feedback is without any financial or proprietary obligation to you and shall not entitle you to any interest, benefit, or title in the improvements or features developed.

22. Modification of the Platform or this T&Cs

22.1. We may, at any time and without recourse or liability to you, modify features, functionalities, Products, and content on the Platforms whether temporarily or permanently. By continuing to use the Platforms after any modification, you agree to and accepts such changes.

22.2. As may be necessary, we may update these T&Cs from time to time and will notify you of any changes through the notification channels (i.e., in app or email notifications). The changes will take effect three (3) months from the date of notification and shall not apply retrospectively. If you do not accept the updated T&Cs, you may suspend further use of the Platforms and proceed with termination. However, your continued use of the Platforms after the three (3) month period will be deemed acceptance of the updated T&Cs.

23. Beta Testing Programme:

23.1. We may invite you, or grant a request from you, to access new features and functionalities on the Platforms that are still under development, for testing and feedback, for a limited period. Your participation will be subject to additional terms and conditions we may provide. These new features will be offered without warranty, support, or liability, to the extent permitted by law, and we do not guarantee their performance or reliability during the testing phase.

23.2. You acknowledge that these new features are in testing to resolve bugs and technical issues, and your participation is voluntary and at your own risk. We shall not be liable for any claims or damages arising, directly or indirectly, from your use of these features.

23.3. Participation in any beta testing programme is subject to your explicit prior written opt-in consent, and we shall not enrol you in any such programme without first obtaining such consent. You may withdraw your consent at any time by written notice to us or by sending an email to support@seamlesshr.com.

24. Termination

24.1. This T&C, an Agreement, or your use of the Platform may be terminated;

a. By ninety (90) days prior written notice from either Party to the other Party;

b. By the written agreement of Parties;

c. By either Party, immediately upon written notice, if the other Party commits a material breach of these T&Cs and fails to remedy such breach within fourteen (14) days after receiving written notice requiring it to do so; or

d. By either Party, immediately upon written notice, if the other Party becomes subject to any insolvency event, including where an order is made for its winding up, a receiver, administrator, or similar officer is appointed over all or a substantial part of its assets, or it ceases or threatens to cease carrying on business in the ordinary course.

24.2. The termination of this T&C or any Agreement with us or our Financial Partners shall not affect any rights, obligations, or liabilities that have accrued prior to termination.

24.3. In the event that any of Your Employees have outstanding loan obligations to Seamless Technologies or its Financial Partners after termination, You agree to reasonably cooperate with Seamless Technologies in facilitating the recovery of any outstanding and unpaid balances from the relevant Employees, in accordance with the agreement with the Employee and applicable laws.

25. Assignment

If after the termination of your access to or use of the Platforms or the products or upon termination of this T&C or any Agreement with us or our Financial Partners, certain applicable fees or amount remains due and payable by you to us, we may assign or transfer the receivables to a third party. You agree that a third party to whom receivables are assigned shall have the right to take necessary steps for the recovery of such receivables.

We may assign our rights and obligations under these T&Cs in connection with a merger, acquisition, reorganisation, or sale of substantially all of our assets, without your consent but upon written notice to you.

26. Compliance with law

Each Party shall comply with all Applicable Laws in connection with its own activities under this T&C. The Platforms can be configured and used in ways that do not comply with Applicable Laws. In no event shall we be responsible or liable for your failure to comply with Applicable Laws in connection with the use of the Platforms.

27. Entire Agreement

This T&C together with any Agreement between Parties constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements. Nothing in this Clause displaces the order of precedence set out in the preamble to these T&Cs.

28. Severability

Any provision of this T&C or any Agreement that is prohibited or unenforceable under Applicable Law shall be modified to the minimum extent necessary to make it valid and enforceable or, where that is not possible, severed, without affecting the validity or enforceability of the remaining provisions.

29. Notices

29.1. Any notice or other communication to be given pursuant to this T&C or any Agreement shall be in writing and served at the physical or email address of either Party provided at the commencement of any Agreement or T&C or during onboarding/sign up or as subsequently notified in writing. Notices to us shall be sent by email to support@seamlesshr.com and/or physically to any of our addresses as published on our website from time to time. The notice shall be deemed properly served, if by hand, upon delivery to the Party for whom it is intended; or in the case of registered courier, within five (5) business days after sending; and if sent by email, upon transmission.

29.2. Any notice or demand not required by these T&C, Loan Offer or any Agreement to be in writing shall be sufficiently given if the notice is delivered by Short Message Service (SMS) to the relevant phone number, email to the relevant email address or by hand to the relevant physical address provided during registration or such other phone number, email or physical address as may be communicated in writing from time to time.

29.3. Notwithstanding the provision of this T&C, we reserve the discretion to deliver legal or marketing notifications you through email, text message, in-app notifications on the Platforms, or at your last known address. You may opt out of marketing notifications by sending an email to support@seamlesshr.com.

30. Governing Law and Dispute Resolution

30.1. This T&C and any disputes arising thereof shall be governed by and construed according to the Applicable Law.

30.2. Customer satisfaction is an important objective to Seamless Technologies in performing its obligations under this T&C or any Agreement. Accordingly, where a dispute arises between Parties relating to the interpretation or performance of this T&C or any Agreement, the Parties agree to hold a meeting within fourteen (14) days of a written request by either Party, attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies.

30.3. If, within seven (7) days after such meeting, the dispute remains unresolved, either Party may refer it to mediation presided over by a mediator appointed by the branch of the Chartered Institute of Arbitrators (UK) in the country of the applicable Seamless Technologies entity. The costs and fees of the mediation (other than legal fees) shall be shared equally between the Parties.

30.4. If, within thirty (30) days after the dispute arose, the Parties have not succeeded in resolving the dispute, the Parties hereby consent to the exclusive jurisdiction of the competent courts of the country in which the applicable Seamless Technologies entity is domiciled for the purpose of any action or proceeding brought by either of them in connection with this T&C. For clarity, the Applicable Laws and courts are detailed in the table below. This Clause 30 survives the termination of these T&Cs.

S/N	Seamless Technologies’ Entity	Applicable Law and Court
a.	Seamless Technologies Nigeria	The applicable laws and courts of Nigeria.
b.	Seamless Technologies Kenya	The applicable laws and courts of Kenya.
c.	Seamless Technologies Ghana	The applicable laws and courts of Ghana.
d.	Seamless Technologies South Africa	The applicable laws and courts of South Africa.

31. Force Majeure

Neither Party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, pandemics, government action, civil unrest, industrial disputes, telecommunications failures, floods, fires, or acts of terrorism. The affected Party shall promptly notify the other and use reasonable efforts to resume performance. If such circumstances continue for more than sixty (60) days, either Party may terminate these T&Cs on written notice without liability, provided that such termination shall not affect any outstanding obligations in respect of any Advance or loan.