Terms and Conditions

1.0  INTRODUCTION

These terms and conditions (“T&C”) govern your participation in the refer and earn program (“Referral Program”) offered by SeamlessHR. Please read the provisions of this T&C carefully before participating in the Referral Program. By signing the Acceptance Note provided to you by SeamlessHR, you agree to be bound by these terms and conditions.

2.0  DEFINITION AND INTERPRETATION

Capitalized terms in this T&C are defined as follows:

• “Confidential Information”  means any information and data which by its nature or content is identifiable as confidential and/or proprietary to the SeamlessHR, a  Referred Client and/or any third party, or which is provided or disclosed in confidence by SeamlessHR to the Referrer, and which SeamlessHR or any other person acting on its behalf may disclose or provide to the Referrer by whatsoever means.
• “First Year Cost” means the total revenue generated from a Referred Client within the first twelve (12) months of SeamlessHR contracting with the Referred Client.
• “Go Live” means the date the Referred Client commences actual use of the Software after the implementation and onboarding processes are completed.
• “Implementation Fee” means fees other than the Subscription paid to SeamlessHR by Referred Client for the processes of adoption and integration of the Software into the Referred Client’s existing business process flow.
• “Marketing Materials” means all resources provided by SeamlessHR to the Referrer for the purpose of marketing and securing leads.
• “Partner Marks” include SeamlessHR’s logos, trademark, copyright, or other marketing materials which SeamlessHR has made available to the referrer in connection with this T&C.
• “Party” means SeamlessHR or the Referrer where the context permits.
• “Parties” means SeamlessHR and the Referrer jointly.
• “Public Officer” means a person who has been legally elected or appointed to public office, who is in government employment, or who exercises governmental functions.
• “Referral” in the context of this T&C means a lead or opportunity generated by the Referrer for SeamlessHR. 
• “Referrer” means the person who has been accredited by SeamlessHR and is referring a Referred Client to SeamlessHR. Where the context so permits, Referrer may be described with pronouns such as it, he, him, his, she, her, or hers.
• “Referred Client” means a client that is referred or introduced by the Referrer to SeamlessHR.
• “SeamlessHR’s Solutions” means SeamlessHR’s subscription products, SeamlessHR’s Human Resource Management System and any customization, training, consulting, additional support, or other professional services offered by SeamlessHR.
• “SeamlessHR” means Seamlesshr.Com Limited.
• “Software” refers to SeamlessHR’s Human Resource Management Solution and Payroll System.
• “Subscription Fee” means fees paid to SeamlessHR by Referred Client, exclusive of tax, for the first twelve (12) months of the subscription to SeamlessHR’s Product/ Services.
• “Successful Lead” means a business lead that resulted in the purchase of SeamlessHR’s Product/Services by the Referred Client.
• “T&C” means these terms and conditions.

3.0 ENGAGEMENT

• SeamlessHR grants the Referrer a free, non-exclusive, non-transferable, and revocable license to market and distribute SeamlessHR’s Solutions, and to use SeamlessHR’s Partner Marks for the sole purpose of promoting SeamlessHR’s Solutions.

• The license granted in Clause 4.1 is subject to all conditions and limitations that may be imposed by SeamlessHR, and the provisions of Clause 12 of this T&C.

4.0 PROHIBITED ACTIVITIES

The Referrer agrees not to associate SeamlessHR’s Partner Marks with content which, in SeamlessHR’s sole discretion is unlawful in any manner, harmful, threatening, defamatory, obscene, offensive, sexually explicit, violent, discriminatory, or otherwise objectionable. Also, the Referrer agrees not to send unsolicited electronic messages to multiple unrelated recipients in promoting SeamlessHR’s Solutions, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this T&C.

5.0 REFERRER’S OBLIGATIONS

The Referrer shall:

1. Use its best efforts to promote and facilitate the marketing and sale of SeamlessHR’s Products/Services.
2. Refer business leads to SeamlessHR and shall work closely with SeamlessHR to ensure the success of the business lead.
3. Not make any representation or warranty on behalf of Seamless regarding price guarantee or discount.
4. Not engage in any fraudulent, misleading, or unethical practices to get a Referral. Such activities include, but are not limited to, spamming, false advertising, or misrepresentation.

Immediately notify SeamlessHR of any obligation or circumstance which may hinder or prevent it/him/her from performing any of its/his/her obligations in this T&C. Such circumstance includes but is not limited to becoming a Public Officer or an employee of SeamlessHR’s Channel Partner.

6.0 SEAMLESSHR’S OBLIGATIONS

• SeamlessHR shall provide the Referrer with requisite support and resources including sales and technical information on SeamlessHR’s Products/Services.

• SeamlessHR shall provide promotional materials and other sales materials for use by the referrer in the marketing and sale of SeamlessHR’s Products/Services.

7.0 REFERRAL COMMISSION

• The Referrer shall be compensated for every Successful Lead in accordance with Paragraph 7.2 of this T&C provided that:

• The Lead became successful within four (4) months of referral, or such extended period as may be approved by SeamlessHR .

• The Referred Client is not an existing customer of SeamlessHR as of the date such referral is made.

• That the Referred Client has not been engaged in active discussions with SeamlessHR during the one (1) year period immediately preceding the date of such Referral.

• The Referrer worked closely with SeamlessHR to ensure the success of the business lead.

• For every Successful Lead, SeamlessHR shall pay the Referrer a one-off commission which shall be 10% of the First Year Cost. PROVIDED THAT the one-off commission shall not exceed Ten Thousand US Dollars ($10,000).

• The commission payable by SeamlessHR to the Referrer stated in clause 7.2 above shall be paid in two installments as follows:

• The first installment of 10% of the implementation fee is payable seven (7) days after full payment is received from the Referred Client.

• The second installment of 10% of the Subscription Fee is payable thirty (30) days after the Referred Client Go Live on the Software.

• Notwithstanding the provision in Clause 7.2 and 7.3 above, SeamlessHR shall not be liable to pay the Referrer any commission to the Referrer for any Implementation Fee or Subscription Fee that is outstanding or yet to be paid by a Referred Client. Accordingly, where payment is received from the Referred Client in Installments, SeamlessHR shall pay the Referrer 10% of each installment received subject to Clauses 8.2 and 8.3 above.

8.0 CUSTOMER RELATIONS

• During and after the term of this T&C, SeamlessHR shall be the exclusive owner of all relations between SeamlessHR and the Referred Client with respect to SeamlessHR’s Products and Solutions, including any and all information identifying the Referred Clients who contract with SeamlessHR for the use of SeamlessHR’s Solutions.

• SeamlessHR’s Service Agreement, general terms and conditions of service, and other rules and procedures for the Software will apply to these Referred Clients and may be changed by SeamlessHR without prior notice to the Referrer, and Referrer agrees to disclose to the Referred Clients the nature of their relationship with SeamlessHR under this T&C.

9.0 NON-EXCLUSIVITY

This T&C does not create an exclusive Agreement between SeamlessHR and the Referrer. Both Parties will have the right to recommend similar products and services of third parties and to work with other parties in connection with the sale, installation, implementation, and use of similar services and products of third parties.

INDEPENDENT CONTRACTORS

1. Referrers herein act on their own behalf as independent contractors. Nothing in this T&C shall create any joint venture, agency, franchise, sales representative, employment, or any other relationship between the Referrer and SeamlessHR beyond the relations set out in this T&C, and Referrer is expressly precluded from acting on SeamlessHR’s behalf.
2. the Referrer’s display of Partner Marks under this T&C, other content presented by Referrer, or contract between the Referrer and third parties shall not misrepresent the relationship between the Parties described herein.

10. INTELLECTUAL PROPERTY

1. All SeamlessHR’s intellectual property rights including its trademark, logos or copyright and all derivative rights are and will remain the exclusive property of SeamlessHR.
2. SeamlessHR grants the Referrer a non-exclusive, non-transferable, royalty-free right to use and display SeamlessHR’s Partner Marks subject to the following usage restrictions:
3. Partner Marks shall be used without any alteration and modification unless otherwise authorized by SeamlessHR in writing.
4. Partner Marks shall not be used in a disparaging or misleading manner.
5. On SeamlessHR’s notice in writing, the Referrer shall discontinue the use of any or all SeamlessHR’s Partner Marks as may be required.
6. SeamlessHR’s Products/Services are protected by intellectual property laws. SeamlessHR retains all ownership rights in SeamlessHR’s Products/Services. The Referrer agrees not to copy, rent, lease, sell, distribute, or create derivative works based on SeamlessHR’s Products/Services in whole or in part, by any means, except as expressly authorized in writing by SeamlessHR.
7. The Referrer shall not do, omit to do, or authorize any third party to do or to omit to do, anything which could invalidate or be inconsistent with SeamlessHR’s Intellectual Property.

11. CONFIDENTIAL INFORMATION

1. Parties hereby agree not to directly or indirectly disclose or communicate SeamlessHR’s Confidential Information to any third party, except as herein provided. Parties shall protect such information from disclosure by reasonable means, including but not limited to at least the same minimal level of security that it uses for its most crucial proprietary and trade secret information.
2. Confidential Information shall not include information, which:
   1. Is generally known or available to the public, through no act or omission on the part of the Referrer.
   2. Has been approved for release to the public by written authorization of SeamlessHR.
   3. Was disclosed by reason of a subpoena or an order issued by a court of competent jurisdiction. Provided that the Referrer shall notify SeamlessHR promptly of the terms and circumstances surrounding such a request.

12. CERTAIN DISCLAIMERS

Notwithstanding the use of the word “Partner” in this T&C, this T&C shall not be construed to create any association, partnership, joint venture, or employee relationship between the Referrer and SeamlessHR for any purpose. The Referrer has no authority (and shall not hold itself out as having authority) to bind SeamlessHR and the Referrer shall not make any policies or representations on SeamlessHR’s behalf without SeamlessHR’s prior written consent.

13. TERMINATION

1. SeamlessHR reserves the right to terminate this T&C at its sole discretion.
2. The Referrer may also terminate this T&C by properly deactivating its/his/her account with SeamlessHR. To deactivate its/his/her account, the Referrer must send an email to  jewelle@seamlesshr.com.

14. Effect of Termination

1. The termination or expiration of this T&C shall not affect any rights and obligations of the Parties or any performance, which may have accrued before the termination.
2. Upon termination or expiration, the Referrer will immediately discontinue all use of SeamlessHR’s Partner Mark and will remove all SeamlessHR badges and references from its website(s), and other platforms.

15. GOOD FAITH 

The Referrer undertakes to act in good faith and in the overall best interest of each party.

16. REPRESENTATIONS AND WARRANTIES

The Referrer hereby represents and warrant that:

1. The information provided in the application is true and correct in all material respects on and as of the date of submitting the application.
2. The Referrer will continue to have during the subsistence of this T&C, the authority to enter, observe and perform its obligations under this T&C.
3. The Referrer has obtained and will continue to maintain during the subsistence of this T&C, the consent and approval required to enable it to fulfil its obligations hereunder. If the Referrer is an employee of SeamlessHR’s client, the Referrer undertakes to disclose and obtain the requisite consent from his/her employer before enrolling under the Referral Program.
4. As of the date of executing this T&C, the referrer is not an employee of SeamlessHR’s Channel Partner or a Public Officer.
5. The Referrer is duly qualified under applicable laws and has full power, authority, and capacity to carry out its obligations hereunder.
6. The execution and/or delivery of this T&C and the performance of its obligations there under, does not conflict with or result in a breach or constitute a default under any part of this T&C, other lawful instrument, rule, regulation or order of any court or arbitrator to which it or its nominees and affiliates and properties are bound or affected.
7. There are no actions, suits, arbitration or other proceedings, governmental investigation or other audit pending against it and to the best of their knowledge is threatened against it or its shareholders, capable of undermining its capacity to fulfill its obligations under this T&C; and

Its activities pursuant to this T&C shall comply with all applicable laws.

17. LIABILITIES AND INDEMNIFICATION 

• The Referrer shall be solely responsible for its operations in acting under this T&C, including, without limitation, the legality of Referrer’s operations and activities in the performance of this T&C. Except for a claim alleging that SeamlessHR’s Partner Mark violates a third party’s trademark rights, SeamlessHR is not responsible for the development or content of Referrer’s marketing materials.

• The Referrer agrees that it shall release, indemnify, and hold harmless SeamlessHR from and against any loss liabilities, losses, and expenses resulting from any claim, suit, action, demand or proceeding brought by any third party against SeamlessHR arising from the Referrer’s:

• breach of the T&C ;

• Negligence, gross negligence, or willful misconduct of the or that of its employees, agents, or contractors; or

• Failure to comply with applicable laws and regulations.

• These indemnification obligations shall continue after the expiration or termination of this T&C.

18. SEVERABILITY

If any provision of this T&C shall be invalid, illegal, or unenforceable in any respect (whether against all or only one of the Parties), such a provision shall be considered separate and severable from the remaining provisions of this T&C, and the validity legality or enforceability of any of the remaining provisions of this T&C shall not be affected or impaired by such provision in any way.

19. GOVERNING LAW AND DISPUTE RESOLUTION 

This T&C shall be interpreted and construed in accordance with the laws as stated below.

• If the Referrer and/or Referred Client resides in any country in Southern Africa, this T&C shall be interpreted and construed in accordance with the Laws in force in South Africa. Consequently, parties under this jurisdiction agree to resolve any dispute that may arise between them in a competent court in South Africa.

• If the Referrer and/or Referred Client resides in Ghana, this T&C shall be interpreted and construed in accordance with the Laws in force in Ghana. Consequently, parties under this jurisdiction agree to resolve any dispute that may arise between them in a competent court in Ghana.

• If the Referrer and/or Referred Client resides in any country in Eastern Africa, this T&C shall be interpreted and construed in accordance with the Laws in force in the Republic of Kenya. Consequently, parties under this jurisdiction agree to resolve any dispute that may arise between them in a competent court in Kenya.

• If the referrer and/or referred client resides in Nigeria or any other country not specified in clauses 20.1, 20.2, and 20.34, this T&C shall be interpreted and construed in accordance with the laws of the Federal Republic of Nigeria. Consequently, parties under this jurisdiction agree to resolve any dispute that may arise between them in a competent court in Nigeria.

• Notwithstanding the foregoing, in the unlikely event of a dispute, Parties will in their best endeavor try to resolve the dispute amicably before resorting to litigation.

• This clause shall survive the termination of this T&C and shall accordingly apply at all times to disputes and differences of opinion existing or arising between the Parties concerning this T&C or any matter under this T&C.

20. ACCEPTANCE AND MODIFICATION OF TERMS

• By participating in this Referral Program, you acknowledge that you have read, understood, and agreed to be bound by these T&C.

• SeamlessHR reserves the right to modify, suspend, or terminate the Referral Program, or change these terms and conditions at any time, without prior notice. In the event of a modification of the terms of this T&C, the continued participation of the Referrer in the Referral Program following any such changes constitutes the Referrer’s acceptance of the modified terms and conditions.
• SeamlessHR retains the sole discretion and authority to interpret all aspects of the Referral Program, including but not limited to the eligibility criteria and requirements.

21. CONTACT

For more inquiries or clarifications, you may contact us via email at jewelle@seamlesshr.com.