Terms of Service

Publication Date: 10^th November 2026

1. BACKGROUND

1.1. Seamless Technologies is a technology services company that provides integrated software solutions for human resource management and a broad range of related business functions, including procurement management, payroll administration, and embedded finance services, to public and private sector organisations. Specifically, Seamless Technology Products include;

1.2. These General Terms and Conditions of Service (“T&Cs”) set out the overarching terms applicable to all Seamless Technologies products. Product-specific terms are set out in the applicable Schedules and shall apply only where the Subscriber elects to use the relevant product. In the event of any conflict between these T&Cs and a Schedule, the provisions of the relevant Schedule shall prevail solely in respect of the product to which it relates.

2. ACCEPTANCE

By subscribing to, accessing, or using any Seamless Technologies product, you confirm that you have read, understood, and agree to be bound by these T&Cs and the applicable Schedule(s). If you do not agree, you must not access or use any Seamless Technologies product or service.

3. DEFINITIONS

In these T&Cs, the following words and expressions shall have the meanings ascribed to them below, unless the context otherwise requires:

3.1 “Affiliate” means any legal entity that controls, is controlled by, or is commonly controlled with a Party. “Control” means having more than 50% ownership or the right to direct the management of the entity.

3.2 “Agreement” means an invoice and/or a Service Agreement executed by Seamless Technologies and (a) the Subscriber and/or (b) the Reseller Partner for the provision of Services under these T&Cs, and includes any product-specific terms, conditions, or requirements communicated from time to time in connection with the relevant Service.

3.3 “Ancillary Program” means any software agent or tool owned or licensed by Seamless Technologies made available to the Subscriber for download to facilitate access to or use of the Software.

3.4 “Applicable Law” means the laws, rules, and regulations of the jurisdiction applicable to the relevant Seamless Technologies entity as set out in Clause 19.

3.5 “Authorised Users” means persons authorised by the Subscriber to access and use the Software. An Authorised User must be an employee, officer, or representative of the Subscriber unless otherwise specified in the applicable Schedule.

3.6 “Business Day” means any day other than a Saturday, Sunday, or public holiday officially recognized in the jurisdiction where Seamless Technologies is domiciled, on which commercial banks are open for normal business operations in that jurisdiction.

3.7 “Business Hours” means the hours between 8:00 a.m. and 5:00 p.m. local time in the jurisdiction in which Seamless Technologies is domiciled.

3.8 “Confidential Information” means all non-public information disclosed by either Party to the other, including business strategies, pricing, technical data, software, and Subscriber Content, whether marked confidential or reasonably understood to be confidential given its nature.

3.9 “Customisation Fee” means any sum paid by the Subscriber in addition to the Subscription Fee for features or configurations tailor-made to the Subscriber's requirements.

3.10 “Embedded Finance Products”/ “EF Products” means Seamless Technologies’ SeamlessPayroll/BreezePayer and other Breeze products for employers and employees.

3.11 “Fees” means the total of all amounts payable by the Subscriber to Seamless Technologies, including the Subscription Fee, Implementation Fee, Integration Fee, and Customisation Fee.

3.12 “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected Party that prevents or delays the performance of its obligations under these T&Cs, including acts of God, natural disasters, war, terrorism, civil unrest, industrial action by third parties, governmental or regulatory action, and failure of third-party telecommunications or utility infrastructure, but excluding financial hardship, changes in market conditions, or any event that was reasonably foreseeable at the time of execution of these T&Cs.

3.13 "Grace Period" means a period of up to seven (7) days, or such other period as Seamless Technologies may, in its sole discretion, grant from time to time, commencing from the Renewal Date, during which Seamless Technologies may continue to provide access to the Software notwithstanding the Subscriber’s failure to make full payment by the expiry of the then-current Service Period, as further described in Clause 9.1(b).

3.14 “Implementation Fee” means the one-off, non-refundable fee payable by the Subscriber for training, set-up, and technical implementation of the Software.

3.15 “Integration Fee” means the one-off, non-refundable fee payable by the Subscriber to cover the cost of integrating the Subscriber's infrastructure or third-party APIs into the Software.

3.16 “Intellectual Property Rights”/ “IPRs” means all copyrights, trademarks, patents, designs, trade secrets, know-how, and other intellectual and industrial property rights, whether registered or unregistered.

3.17 “Linked Sites” means all third-party websites, applications, or Solutions linked to or accessible from the Software.

3.18 “Minutes, Hours, and Days” means that all references to minutes, hours, and days in these T&Cs shall be construed as references to working minutes, hours, and days respectively.

3.19 “Notice” or “Written Notice” means communication delivered in accordance with Clause 16.

3.20 “Parties” means Seamless Technologies and the Subscriber collectively; “Party” means either of them.

3.21 “Personal Data” shall have the meaning ascribed to it under the applicable data protection law in the relevant jurisdiction.

3.22 “Productivity Products” means the Human Resource Management System, Recruitment Management System, and Seamless Procure.

3.23 “Renewal Date” means the date on which a new Service Period commences or ought to have commenced.

3.24 “Renewal Fee” means the Subscription Fee payable by the Subscriber for the renewal of the Services for the next Service Period.

3.25 “Reseller” or “Distributor” means any entity duly licensed by Seamless Technologies to resell Seamless Technologies’ services to Subscribers.

3.26 “Seamless Technologies”/ “Seamless Tech” means the entity within the Seamless Technologies Group that invoices the Subscriber directly or through the Reseller. The applicable entity will be identified in the invoice.

3.27 “Seamless Technologies Group” means Seamless Technologies Nigeria, Seamless Technologies Ghana, Seamless Technologies Kenya, and Seamless Technologies South Africa, and their respective successors.

3.28 “Seamless Technologies Ghana” means The Seamless Ltd.

3.29 “Seamless Technologies Kenya” means Seamless Human Resources Management Technology Ltd.

3.30 “Seamless Technologies Nigeria” means SeamlessHR.Com Ltd.

3.31 “Seamless Technologies South Africa” means The Seamless Company.

3.32 “SeamlessPayroll/BreezePayer” means Seamless Technologies’ proprietary platform for managing payroll processing, the remittance of periodic or statutory fees, and such other payroll-related and financial features as may be made available on the platform from time to time.

3.33 “Security Program” means Seamless Technologies' information security management program, as updated from time to time.

3.34 “Service” or “Services” means any application, solution, module, add-on, implementation, support, or other product or services provided by Seamless Technologies under these T&Cs and the applicable Schedule(s).

3.35 “Service Period” means for subscription-based products, the duration of the Subscriber's active and paid access to the Software as stated in the applicable invoice.

3.36 “Software” means any Seamless Technologies software product utilized by the Subscriber.

3.37 “Subscriber”/ “You” means an entity or individual that has accepted these T&Cs, paid the applicable Fees for access to the Software, and/or utilizes the Software or any of Seamless Technologies Service. For Seamless Procure, Subscribers shall include Vendors as defined in Schedule 2.

3.38 “Subscriber's Content” means all data, text, files, images, audio, video, and other materials in any format shared with Seamless Technologies or uploaded to the Software by the Subscriber or its Authorised Users.

3.39 “Subscription” means the non-exclusive licence granted to the Subscriber to access and use the Software.

3.40 “Subscription Fee” means the periodic amount payable by the Subscriber for access to and use of the Software during the Service Period.

3.41 “T&Cs” means these General Terms and Conditions of Service, together with all Schedules appended hereto.

3.42 “Third-Party Services” means solutions, products, or services provided by third parties that are accessible through or integrated into the Software.

3.43 “We” or ”Our” means Seamless Technologies.

3.44 “You” or “Your” refers to the Subscriber.

4. IMPLEMENTATION, COMMENCEMENT, AND TERM

4.1 The Software and its features are implemented as built. If the Subscriber requests a customization to existing features or processes, Seamless Technologies shall assess its feasibility, considering the scope and impact on the Software and other Subscribers. Customizations will incur additional fees, determined on a case-by-case basis. The Subscriber may also explore adopting existing Software features or adjusting their operational processes to meet their requirements without customization.

4.2 Implementation and/or onboarding shall commence as follows:

a. For Productivity Products, upon receipt of the applicable Fees from the Subscriber in accordance with the relevant invoice.

b. Upon onboarding to the Productivity Products, employers and their employees or Authorised Users shall automatically be provided access to the Embedded Finance Products, subject to satisfaction of the eligibility requirements applicable to each product. Access does not constitute approval for any financing, which remains subject to the applicable assessment, approval process and product terms.

c. An employer, employee or Authorised User may opt out of the Embedded Finance Products at any time by submitting a request through the designated customer support channel or by sending an email to support@seamlesshr.com. Opting out shall not affect access to the Productivity Products or discharge any outstanding obligations arising from an Embedded Finance Product used before the opt-out takes effect.

4.3 For the Productivity Products that are Subscription based;

a. implementation will be concluded in accordance with the timeline and workplan agreed by the Parties. The timeline typically ranges between forty (40) days to Ninety (90) days subject to the project plan agreed by the parties.

b. the Subscription would begin to count after setting up the Subscriber, deploying the Software, and providing the system login details to the Subscriber, and shall continue for the duration of the Service Period as stated in the Invoice. Nevertheless, in the event that Seamless Technologies is unable to conclude implementation within the timeline agreed by Parties due to a delay by the Subscriber in providing relevant information and access needed for effective deployment of the Software, Seamless Technologies shall give seven (7) days’ written notice to the Subscriber for the information needed and the Service Period shall be deemed to commence upon expiration of the notice period.

c. upon expiration of the Service Period as indicated in the invoice, the Subscriber’s Subscription shall automatically renew for another Service Period as indicated on the invoice issued by Seamless Technologies.

4.4 The Subscriber shall be responsible for maintaining the security and confidentiality of its account credentials and for all activities conducted under its account and licence using such credentials, including the acts and omissions of its Authorised Users. The Subscriber shall promptly notify Seamless Technologies upon becoming aware of any actual or suspected unauthorised access to or use of its account.

5. RIGHTS GRANTED AND LICENCE

5.1 Subject to payment of the applicable Fees and compliance with these T&Cs, Seamless Technologies grants the Subscriber a limited, non-exclusive, non-transferable, and non-sub-licensable license to access and use the Software solely for the Subscriber's internal business operations during the Service Period.

5.2 Subject to clause 5.3, the Subscriber may allow Authorised Users to access the Software under its licence, provided the Subscriber remains fully responsible for each Authorised User's acts, omissions, and compliance with these T&Cs.

5.3 For Subscribers using products billed on a per user basis (i.e., HRMS), where the number of Authorised Users at any time during a Service Period exceeds the number stated on the applicable invoice, the Subscriber shall be charged the monthly fee applicable to each additional Authorised User, calculated on a pro-rata basis from the month in which such additional Authorised User was onboarded to the Software. At the end of each Service Period, Seamless Technologies shall reconcile the number of Authorised Users onboarded during the relevant Service Period against the number of Authorised Users paid for by the Subscriber and shall invoice the Subscriber for any additional fees arising from such excess usage. For clarity, the Subscriber may remove and replace an Authorized User on the Software at no added cost provided the total number of Authorized User per time do not exceed the number paid for by the Subscriber.

6. OWNERSHIP AND RESTRICTIONS

6.1 The Subscriber shall retain all ownership and intellectual property rights in all Subscriber’s Content uploaded on the Software. Likewise, the Vendor retains ownership and intellectual property rights in all Vendor’s Content uploaded to the Software.

6.2 Seamless Technologies retains all ownership and intellectual property rights to the Software and Ancillary Programs, and derivative works thereof, and to anything developed or delivered by or on behalf of Seamless Technologies.

6.3 The licence granted in these T&Cs does not include the right to and the Subscriber either directly or indirectly shall not:

a. reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the components of the Software;

b. obtain or use such code, or allow the Software to be used to provide procurement management or processing services for third parties not duly subscribed to the Software;

c. reproduce all or any portion of the Software (except as expressly permitted herein) or any accompanying documentation, or modify the Software;

d. access and/or use the Software, other than by Authorized Persons as defined under the T&Cs;

e. rent, lease, loan, or sell access to the Software to any third party without the consent of Seamless Technologies;

f. access the Software in order to build or create a derivative, competitive service or copy features, functions or graphics of the Software;

g. make copies, alter, customize, or remove any copyright notice on the Software without the express written consent of Seamless Technologies;

h. host, display, upload, download, modify, publish, transmit, or share any data on the Software that infringes upon or violates any third party’s rights or Applicable Law;

i. introduce Software or automated agents or scripts to the Software to produce multiple accounts, generate automated searches, requests, and queries, or strip or mine data from the Software; or

j. commercialize in any way, nor grant access to any third party without written consent from Seamless Technologies.

6.4 Seamless Technologies shall have all the rights to take necessary action and claim damages that may occur due to a Subscriber’s involvement/participation in any way intentionally or unintentionally in DoS/DDoS (Distributed Denial of Services), hacking, pen testing attempts without our prior consent or a mutual legal agreement.

6.5 The Software is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Seamless Technologies reserves the right to limit the availability of the Software or any portion of the Software, to any person, geographic area, or jurisdiction, at any time and at its discretion, and to limit the quantities of any content, program, product, service, or other feature that it provides.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Seamless Technologies retains all Intellectual Property Rights in and to the Software, Ancillary Programs, and all derivatives thereof. Nothing in these T&Cs transfers any Intellectual Property Rights in the Software to the Subscriber.

7.2 The Subscriber retains all right, title, and ownership interest in and to the Subscriber's Content. For clarity, Seamless Technologies acquires no right in any personally identifiable information in the Subscriber's Content and may only process such information as permitted in these T&Cs.

7.3 Any feedback, suggestions, or recommendations provided by the Subscriber to Seamless Technologies shall be deemed non-confidential and royalty-free. The Subscriber grants Seamless Technologies a perpetual, irrevocable, worldwide licence to use and incorporate such feedback without any obligation to the Subscriber.

8. SUBSCRIBER'S CONTENT

8.1 The Subscriber is solely responsible for all Subscriber's Content and warrants that it has all necessary rights to upload such content, and that doing so does not infringe third-party rights or violate applicable law.

8.2 The Subscriber grants Seamless Technologies a non-exclusive licence to access, process, store, and use Subscriber's Content solely to the extent necessary to provide the Services, as provided in these T&Cs, or as may be approved by the Subscriber in writing.

8.3 Seamless Technologies may use aggregated, anonymised, and non-identifiable data derived from Subscriber's Content to improve its products, deliver relevant in-product messaging, and develop benchmarking and analytics capabilities.

8.4 The Subscriber shall not upload any content that is unlawful, defamatory, obscene, discriminatory, or that infringes third-party rights. Seamless Technologies may remove non-compliant content without prior notice.

9. PAYMENT TERMS

9.1 In respect of the Productivity Products,

a. The Subscriber shall pay all Fees for the Initial Service Period as agreed and set out in the applicable invoice. The Fees may include:

i. the Subscription Fee, payable for each Service Period;

ii. the Implementation Fee, a one-off non-refundable fee;

iii. the Integration Fee, a non-refundable fee where integration is requested; and

iv. the Customisation Fee, where additional customisation is requested.

b. For subsequent Service Periods, the Subscriber shall ensure that the Renewal Fee is paid on or before the Renewal date. Seamless Technologies may, at its sole discretion, grant a Grace Period to allow for payment. If full payment is not received on or before the expiry of the Grace Period, Seamless Technologies shall be entitled to suspend the Subscriber’s access to the Software without further notice. The Subscriber shall remain liable for all applicable Fees accruing during any Grace Period granted.

c. Seamless Technologies may revise the Subscription Fee or introduce new charges for any subsequent Service Period. Without prejudice to Clause 5.3 above, Seamless Technologies shall provide the Subscriber with written notice of any such proposed changes not less than two (2) months prior to the applicable Renewal Date, to allow the Subscriber sufficient time to make its internal decisions. Any revised fees or new charges shall be discussed in good faith between the Parties and shall only take effect upon the Subscriber’s execution of the applicable renewal invoice reflecting such changes. For the avoidance of doubt, no revised fees or new charges shall apply retrospectively, and all changes shall take effect on a prospective basis only from the commencement of the renewed Service Period.

d. Notwithstanding the foregoing, the issuance of an invoice at renewal shall not preclude Seamless Technologies from issuing any additional invoice in respect of excess Licence usage incurred during the period between the date of the last invoice issued and the applicable renewal date.

e. All Fees are exclusive of applicable taxes. The Subscriber shall be responsible for all applicable consumption taxes (including Value Added Tax (VAT), which shall be charged in addition to the Fees and clearly itemised in the relevant invoice.

9.2 Payment for the utilization of the Embedded Finance Products shall be in line with Schedule 4 below.

10. SUBSCRIBER'S OBLIGATIONS AND ACCEPTABLE USE

10.1 The Subscriber shall:

a. provide Seamless Technologies with accurate and up-to-date information as reasonably required for the provision of the Services;

b. ensure that its Authorised Users comply with these T&Cs;

c. use the Software in compliance with all applicable laws;

d. promptly notify Seamless Technologies of any unauthorised access, data breach, or security incident affecting its account; and

e. cooperate with Seamless Technologies in resolving any issues arising from use of the Software.

10.2 The Subscriber shall not, and shall ensure that its Authorised Users do not:

a. use the Software in any manner that violates applicable laws, including employment, anti-discrimination, and data protection laws;

b. upload or transmit any unlawful, harmful, defamatory, obscene, or discriminatory content; or

c. engage in hacking, phishing, DDoS attacks, or any other malicious activity against the Software.

11. SUPPORT

11.1 Seamless Technologies shall provide support at no additional charge to ensure Service availability during the Service Period. Support is available from 7:00 a.m. to 9:00 p.m. on weekdays (West African Time), via online ticketing, email (support@seamlesshr.com), telephone (02013306080), and WhatsApp (+2349166536169), and in-app chat.

11.2 Additionally, the Subscriber will have access to Seamless Technologies’ knowledge base on the use of the Software and any free training session or monthly webinars on the Software as may be organized by Seamless Technologies from time to time at its sole discretion. Where the Subscriber or Vendor requires additional training sessions other than the online onboarding training session or free training sessions organized by Seamless Technologies, the Subscriber or Vendor may be required to pay a fee as may be agreed by Parties.

11.3 Up to two (2) named representatives designated by the Subscriber may raise support requests. Service response timelines are set out in Schedule 1.

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

11.5 In the event of any service disruption, the Subscriber may report such issues through any of Seamless Technologies’ support channels outlined in Clause 11.1 above. Upon receipt of any complaint or service request, Seamless Technologies shall use commercially reasonable efforts to respond, resolve, or provide a reasonable workaround within the applicable service response timelines set out in Schedule 1.

11.6 Seamless Technologies may perform scheduled maintenance on the Software from time to time and shall use commercially reasonable efforts to schedule such maintenance during work hours (i.e., between 9:00 am to 6:00 pm on Business Days) to minimise disruption to the Subscriber’s use of the Services. Where any scheduled maintenance is to be performed during working hours and is reasonably likely to affect the Subscriber’s access to or use of the Software, Seamless Technologies shall provide the Subscriber with not less than twenty-four (24) hours’ prior notice of such maintenance.

11.7 Notwithstanding the foregoing, Seamless Technologies reserves the right to carry out emergency maintenance without prior notice where such action is reasonably necessary to prevent or mitigate a security breach, system failure, data loss, or other risk of liability or material service disruption. Seamless Technologies shall use commercially reasonable efforts to notify the Subscriber as soon as practicable in such circumstances and to minimise any impact on service availability.

12. CONFIDENTIALITY

12.1 Each Party shall treat the other Party’s Confidential Information as strictly confidential and shall use such Confidential Information solely for the purpose of (a) providing or receiving the Services, (b) as expressly permitted under these T&Cs, or (c) as otherwise authorised in writing by the disclosing Party.

12.2 Each Party shall protect the other Party’s Confidential Information using at least the same degree of care it applies to its own confidential information, and in any event, not less than a reasonable standard of care.

12.3 The confidentiality obligations set out in this Clause shall not apply to any information that the receiving Party can demonstrate:

a. is or becomes publicly available other than through a breach of these T&Cs or any obligation of confidentiality;

b. was lawfully in the receiving Party’s possession without restriction as to use or disclosure prior to receipt from the disclosing Party;

c. is lawfully disclosed to the receiving Party by a third party without restriction and without breach of any obligation of confidentiality; or

d. is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

9.4. Where the receiving Party is required by applicable law, regulation, or court order to disclose any Confidential Information, it shall, to the extent legally permissible, promptly notify the disclosing Party and reasonably cooperate (at the disclosing Party’s cost) with the disclosing Party in seeking to prevent or limit such disclosure or to obtain appropriate protective measures. Any disclosure made pursuant to this Clause shall be limited strictly to the portion of Confidential Information that is legally required to be disclosed.

10. DATA PROTECTION

10.1. Each Party shall comply with all applicable data protection laws and shall implement appropriate technical and organisational measures to protect the Subscriber's Content and Personal Data.

10.2. The Subscriber is the Data Controller with respect to Personal Data in the Subscriber's Content and bears sole responsibility for the legality, accuracy, and quality of such data. The Subscriber warrants that it has obtained all necessary consents and provided all required notices to enable Seamless Technologies to process such data for the purposes set out in these T&Cs.

10.3. Each Party shall promptly notify the other of any identified data risk, compromise, or breach, and communicate the safeguards established to mitigate its impact.

10.4. Seamless Technologies’ processing of the Subscriber’s Content shall be governed by its 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 Nigerian Data Protection Act, the Kenyan Data Protection Act, and the Ghana Data Protection Act.

10.5. Seamless Technologies may record, retain, and use the aggregated, anonymous, and non-identifiable data provided by the Subscriber or its Authorized Users or pertaining to the Subscriber’s usage of Seamless Technologies’ services for the purposes of;

a. analyzing, improving, and/or developing Seamless Technologies’ services;

b. delivering advertising, marketing (including in-product messaging), or information to the Subscriber and Authorized Users; and

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

10.6. Following termination or expiry of the Subscriber’s Service Period without renewal, Seamless Technologies shall, upon the Subscriber’s written request, make the Subscriber’s Content available for retrieval in CSV or XLS format for a period of up to ninety (90) days. Upon expiry of this ninety (90) day period, Seamless Technologies shall securely delete the Subscriber’s Content in accordance with its Security Program, except to the extent that retention is required by applicable law or regulatory obligation.

10.7. Seamless Technologies may engage third-party partners, agents, service providers, or Affiliates (“Approved Sub-Contractors”) to assist in the performance of its obligations under these T&Cs. Where any Approved Sub-Contractor processes the Subscriber’s Content or Personal Data, Seamless Technologies shall remain fully responsible for such processing and shall ensure, through appropriate certification requirement or contractual safeguards, that the Approved Sub-Contractor is subject to data protection obligations that are no less stringent than those set out in these T&Cs and are sufficient to ensure continued protection of the Subscriber’s Content and Personal Data.

11. BUSINESS CONTINUITY

Seamless Technologies will maintain appropriate business continuity and disaster recovery policies and procedures designed to ensure the continued availability of the Services and timely restoration in the event of a disruption, system failure, or other unforeseen incident.

12. PUBLICITY & PROMOTIONAL MATERIALS

12.1. The Subscriber grants Seamless Technologies a non-exclusive, royalty-free right to use and display the Subscriber’s name, trade name, company name, trademarks, service marks, and logo solely for the purpose of identifying the Subscriber as a customer of Seamless Technologies in its marketing and promotional materials, including its website, social media channels, presentations, case studies, and other promotional communications.

12.2. Seamless Technologies shall use the Subscriber’s branding in accordance with any reasonable brand guidelines or usage requirements provided by the Subscriber in writing. Seamless Technologies shall not use the Subscriber’s name, logo, or other branding in a manner that falsely suggests an endorsement, partnership, affiliation, or other relationship beyond the Subscriber’s use of the Software.

12.3. The Subscriber may withdraw its consent to the use of its name, logo, or other branding for future publicity by providing written notice to Seamless Technologies at support@seamlesshr.com. Following receipt of such notice, Seamless Technologies shall cease any new use of the Subscriber’s branding for publicity purposes within a reasonable period and shall not include it in any new marketing or promotional materials. This shall not require the withdrawal, alteration, or removal of materials that have already been published or distributed prior to receipt of the notice.

12.4. Notwithstanding the Subscriber’s marketing preferences or any withdrawal of publicity consent, Seamless Technologies may send the Subscriber communications reasonably necessary for the provision, administration, security, or support of the Software or to comply with its legal or regulatory obligations. Such communications may be delivered by email, SMS, in-app notification, or to the Subscriber’s last known business address.

12.5. Subject to applicable law, Seamless Technologies may also send the Subscriber and its users communications relating to its existing and new products, services, features, offers, or other relevant business updates by email, SMS, or in-app notification. The Subscriber may opt out of receiving marketing communications at any time by following the unsubscribe mechanism provided in the relevant communication or by sending a request to support@seamlesshr.com.

12.6. An opt-out from marketing communications shall not affect the Subscriber’s receipt of service-related, security, transactional, legal, or other communications that Seamless Technologies is required or reasonably entitled to send in connection with the Software or the Subscriber’s account.

13. BETA TESTING

13.1. Seamless Technologies may invite the Subscriber to test new features in development. Such features may contain bugs and are provided without warranty. Participation is voluntary and at the Subscriber's risk. Seamless Technologies shall not be liable for any loss arising from participation in beta testing.

13.2. Participation in beta testing is subject to the Subscriber’s explicit prior written opt-in consent. Seamless Technologies shall not enrol any Subscriber in a beta testing programme without first obtaining such consent. The Subscriber may withdraw its consent at any time by written notice to Seamless Technologies or by sending an email to support@seamlesshr.com.

14. THIRD-PARTY SERVICES AND LINKED SITES

14.1. The Software may provide access to Third-Party Services and Linked Sites for the Subscriber's convenience. Seamless Technologies makes no representations or warranties regarding such services and shall have no liability for any loss arising from the Subscriber's use of them.

14.2. The Subscriber's use of Third-Party Services is subject to the applicable third-party terms and must ensure to review such terms before proceeding to use the Third-Party Services. Seamless Technologies is independent of all Third-Party Services providers.

15. COMPLIANCE

Each Party shall comply with all applicable laws in connection with its own activities under these T&Cs. It is the Subscriber's sole responsibility to ensure that its use of the Software and the configuration choices made by it comply with all applicable laws, including employment and data protection laws. Seamless Technologies shall not be liable for the Subscriber's failure to so comply.

16. DISCLAIMERS AND WARRANTIES

16.1. Seamless Technologies does not provide legal, tax, employment, or regulatory compliance advice. Nothing in these T&Cs or in any communication from Seamless Technologies constitutes legal or professional advice.

16.2. Seamless Technologies exercises no control over the Subscriber's internal policies or employment decisions, including those made using the Software.

16.3. To the fullest extent permitted by applicable law, Seamless Technologies provides the software on an “as is” and “as available” basis and makes no warranties, express or implied, including warranties of fitness for a particular purpose.

16.4. Seamless Technologies shall not be responsible for disruptions caused by factors beyond its control, including local networks, internet service providers, power supply, or public telecommunications infrastructure, but shall use reasonable efforts to resolve disruptions within its control.

17. ADDITIONAL BENEFITS AND SERVICES

17.1. By virtue of subscribing to Seamless Technologies’ Software, the Subscribers and Authorized Users will be eligible to participate and take advantage of some of the additional benefits, programs, or services as may be provided by Seamless Technologies from time to time. These include the;

a. Seamless Technologies Partner Program, which enables eligible persons to participate, earn and receive rebate or commission for successful leads or referrals under Seamless Technologies’ Partner Program.

b. Breeze Platform, which facilitates the provision of loan services from financial institutions to the Subscribers and Authorized Users.

13. INDEMNIFICATION

13.1 The Subscriber shall indemnify, defend, and hold harmless Seamless Technologies, its 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 the Subscriber’s use of the Software, any breach of these T&Cs, any acts or omissions of any person accessing the Software using the Subscriber’s account, or any infringement or alleged infringement of third-party rights arising from the Subscriber’s Content.

13.2 Seamless Technologies shall indemnify, defend, and hold harmless the Subscriber, its 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 Seamless Technologies, any negligence, wilful misconduct, or fraud on its part, or any claim that the Subscriber’s authorised use of the Software infringes or otherwise violates the rights of a third party, except to the extent such claim arises from the Subscriber’s Content, any unauthorised use of the Software, or any modification not made or authorised by Seamless Technologies.

13.3 To the fullest extent permitted by applicable law, in no event shall Seamless Technologies or its 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.

13.4 Seamless Technologies' aggregate liability for all claims arising from or related to these T&Cs or use of the software shall not exceed the total fees paid by the subscriber in the twelve (12) months immediately preceding the event giving rise to the claim.

13.5 Nothing in these T&Cs excludes or limits Seamless Technologies' liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by applicable law.

14. TERMINATION

14.1 These T&Cs shall remain in effect for the duration of the Subscriber's active Subscription for the Productivity Products and/or continues to utilize any Embedded Finance Products.

14.2 Either Party may terminate these T&Cs:

a. 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;

b. for convenience, by giving not less than thirty (30) days’ prior written notice to the other Party; or

c. 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.

14.3 Seamless Technologies reserves the right to suspend the Subscriber’s access to the Software if Seamless Technologies reasonably concludes that the Subscriber or its Authorized User is causing immediate and ongoing harm to the Software and such measure is necessary to protect the integrity of the Software or the interest of other customers using the Software. In the extraordinary case that Seamless Technologies must suspend the Subscriber’s access, Seamless Technologies shall immediately notify the Subscriber of the suspension, and the Parties shall diligently attempt to resolve the issue.

14.4 Termination does not relieve the Subscriber of its obligation to pay all accrued Fees. Likewise, the Subscriber shall be entitled to a pro-rated refund of any prepaid Fees for Services not utilised as at the termination date subject to its Refund Policy in Clause 15 below.

15. REFUND POLICY

19.1 A Subscriber will only be entitled to a refund on monthly pro-rata basis where:

a. The Subscriber terminates these T&Cs and/or the Agreement by reason of Seamless Technologies breach of these T&Cs in accordance with clause 14.2 (a) above;

b. Seamless Technologies terminates the Services before the expiration of the Service Period for reasons other than the Subscriber’s breach of these T&Cs;

c. If the Software deployed by Seamless Technologies is not in line with agreed specifications as outlined in the quotation issued by Seamless Technologies;

d. Seamless Technologies becomes insolvent or suspends its business; or

e. It is required to ensure compliance with a legal requirement.

19.2 Notwithstanding the foregoing:

a. Upon commencement of the deployment process for the Software, all Implementation Fee, Customization Fee, or Integration Fee paid to Seamless Technologies shall be non-refundable unless otherwise at the discretion of Seamless Technologies.

b. In the event of termination of the Services by either Party, the Subscriber shall not be entitled to refund if termination is premised on any of the following:

I. The Subscriber’s failure to provide Seamless Technologies with information or data necessary for the deployment of the Software;

II. The Subscriber’s failure to apply or utilize the Software or any of the features;

III. The breach of the T&Cs by the Subscriber; or

IV. For reasons other than Seamless Technologies’ breach of these T&Cs.

19.3 Request for refund can be sent alongside notice of termination to support@seamlesshr.com.

19.4 For the purpose of determining the refundable amount, the unused term of the Service Period shall be calculated from the date the Subscriber’s account is deactivated on the seamlesshr.com platform to the end of the subsisting Service Period.

16. NOTICES

16.1 Any notice or other communication under these T&Cs shall be in writing and shall be delivered by hand, reputable courier, or email to the contact details notified by each Party from time to time.

16.2 Notices to Seamless Technologies shall be sent;

a. Via email to support@seamlesshr.com (or such other email address as may be notified from time to time); and/or

b. Physically to any of the Seamless Technologies address as may be published on its website from time to time.

16.3 Notices to the Subscriber shall be sent to the email address or physical address provided at the time of account registration or as subsequently updated by the Subscriber. Seamless Technologies may also provide operational notices, service updates, or other non-legal communications via in-app notifications.

16.4 A notice shall be deemed received: (a) if delivered by hand or courier, at the time of delivery; and (b) if sent by email, at the time of transmission, provided that no delivery failure notification is received by the sender.

17. 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 (“Force Majeure Event”). The affected Party shall promptly notify the other and use reasonable efforts to resume performance. If the Force Majeure Event continues for more than sixty (60) days, either Party may terminate these T&Cs on written notice without liability.

18. ASSIGNMENT

18.1 The Subscriber shall not assign or transfer any rights or obligations under these T&Cs without Seamless Technologies’ prior written consent. Any purported assignment in violation of this Clause shall be null and void.

18.2 Seamless Technologies may assign its rights and obligations in connection with a merger, acquisition, reorganisation, or sale of substantially all its assets, without the Subscriber's consent but upon written notice.

18.3 Seamless Technologies may assign any outstanding receivables to a third party for recovery purposes following termination. The Subscriber acknowledges that such third party shall have the right to take steps to recover outstanding amounts.

19. GOVERNING LAW

19.1 These T&Cs shall be governed by and construed in accordance with the laws of the jurisdiction applicable to the relevant Seamless Technologies entity, as set out below:

20. DISPUTE RESOLUTION

20.1 Customer satisfaction is a key objective of Seamless Technologies. Where a dispute arises, the Parties shall hold a meeting within fourteen (14) days of a written request by either Party, attended by individuals with decision-making authority, to attempt in good faith to negotiate a resolution.

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

20.3 If the dispute remains unresolved within thirty (30) days of first arising, the Parties consent to the exclusive jurisdiction of the competent courts in the country of the applicable Seamless Technologies entity, as set out in Clause 19.

20.4 This Clause 20 survives termination of these T&Cs.

21. GENERAL PROVISIONS

21.1 Additional Terms: The Subscriber acknowledges that additional terms and conditions may apply in respect of specific products or services offered by Seamless Technologies. Where the Subscriber elects to use or access any such product, the applicable product-specific terms set out in the relevant Schedule shall form part of, and be read together with, these T&Cs. Without limitation;

a. where the Subscriber utilises Seamless Procure, the additional terms set out in Schedule 2 shall apply;

b. where the Subscriber utilises the Recruitment Management Software, the additional terms set out in Schedule 3 shall apply; and

c. where the Subscriber utilises the Embedded Finance Products, the additional terms set out in Schedule 4 shall apply. In the event of any conflict between these T&Cs and any product-specific Schedule, the provisions of the relevant Schedule shall prevail to the extent of such conflict.

21.2 Entire Agreement: These T&Cs, together with all Schedules and any applicable invoice, constitute the entire agreement between the Parties and supersede all prior negotiations, representations, and agreements relating to the same subject matter.

21.3 Severability: Any provision held to be invalid or unenforceable shall be modified to the minimum extent necessary or severed, without affecting the remaining provisions.

21.4 Waiver: No failure or delay in exercising any right shall operate as a waiver. No waiver of any breach shall be construed as a waiver of any subsequent breach.

21.5 Relationship of the Parties: The Parties are independent contractors. Nothing in these T&Cs creates a partnership, joint venture, employment, or agency relationship.

21.6 Amendments: Seamless Technologies may amend these T&Cs from time to time. The Subscriber will be notified of any material amendments by email or in-app notification. Any amendment will take effect at the commencement of the Subscriber’s next Service Period or, where no Service Period applies, three (3) months after the date of notification, and will not apply retrospectively. The Subscriber’s continued use of the Software following the effective date of the amendment will constitute acceptance of the amended T&Cs.

21.7 Electronic Acceptance: Acceptance through any electronic means is legally valid and binding. If the Subscriber is accessing or using the Software as a representative of an organisation, the Subscriber warrants that the representative has authority to bind that organisation to these T&Cs.

SCHEDULE 1: SERVICE RESPONSE TIMELINES

Support requests shall be treated in accordance with the following timelines, which apply to all Seamless Technologies products unless a Schedule specifies otherwise:

SCHEDULE 2: SEAMLESS PROCURE

1. Applicability

The terms set out in this Schedule apply solely in respect of the Subscriber's and Vendor's use of Seamless Procure. Where the Subscriber does not elect to use Seamless Procure, the terms in this Schedule shall have no force or effect and shall not be read into the General Terms and Conditions of Service or any other Schedule.

2. Definitions

Unless otherwise defined in this Schedule, all capitalised terms shall have the meanings ascribed to them in the General Terms and Conditions of Service, which shall apply to this Schedule in addition to, and not in substitution of, the definitions set out herein.

2.1. “Agreement” means the Service Agreement between Seamless Technologies and the Subscriber (if any).

2.2. “Content” means the Subscriber’s Content or Vendor’s Content (as the case may be).

2.3. “Select Vendors” means any service provider, business, or seller duly onboarded to the Software to provide goods or services as may be required by Subscribers from time to time.

2.4. “Software” means Seamless Technologies’ Seamless Procure product.     

2.5. “Subscriber(s)” means any company or organization other than a Vendor who has agreed to these T&Cs, paid a Subscription Fee and is duly licensed to use the Software. 

2.6. “Vendor(s)” means any service provider, business, or seller duly onboarded to the Software to provide goods or services as may be required by other Software users from time to time.   

2.7. “Vendor’s Content” means all Vendor’s data, text, files, images, graphics, illustrations, information, data (including Personal Data as defined under the applicable data protection laws), audio, video, photographs and other content and material in any format, provided by the Vendor on the Software.

2.8. “You/Your”: references to “You” or “Your” means the Subscriber or the Vendor (as the case may be).

3. Licences

3.1. The Subscriber may allow its Authorized Users and Select Vendors to access the Software under its license; however, the Subscriber is responsible for the acts and omissions of its Authorized Users and Select Vendors who access the Software under the license granted to it by Seamless Technologies.

3.2. The Subscriber and Vendors agree to use the Software in compliance with Applicable Laws and other laws or regulations that apply to its operations.

4. Ownership and Restrictions

4.1. The Subscriber shall retain all ownership and intellectual property rights in all Subscriber’s Content uploaded on the Software. Likewise, the Vendor retains ownership and intellectual property rights in all Vendor’s Content uploaded to the Software.

4.2. Seamless Technologies retains all ownership and intellectual property rights to the Software and Ancillary Programs, and derivative works thereof, and to anything developed or delivered by or on behalf of Seamless Technologies.

4.3. The Subscriber and Vendor shall not cause or permit others to:

4.3.1. reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the components of the Software;

4.3.2. obtain or use such code, or allow the Software to be used to provide procurement management or processing services for third parties not duly subscribed to the Software;

4.3.3. reproduce all or any portion of the Software (except as expressly permitted herein) or any accompanying documentation, or modify the Software;

4.3.4. access and/or use the Software, other than by Authorized Persons as defined under the T&Cs;

4.3.5. rent, lease, loan, or sell access to the Software to any third party without the consent of Seamless Technologies;

4.3.6. access the Software in order to build or create a derivative, competitive service or copy features, functions or graphics of the Software;

4.3.7. make copies, alter, customize, or remove any copyright notice on the Software without the express written consent of Seamless Technologies;

4.3.8. host, display, upload, download, modify, publish, transmit, or share any data on the Software that infringes upon or violates any third party’s rights or Applicable Law;

4.3.9. introduce Software or automated agents or scripts to the Software to produce multiple accounts, generate automated searches, requests, and queries, or strip or mine data from the Software; or

4.3.10. commercialize in any way, nor grant access to any third party without a written consent from Seamless Technologies.

4.4. Seamless Technologies shall have all the rights to take necessary action and claim damages that may occur due to your involvement/participation in any way on your own or through groups of people, intentionally or unintentionally in DoS/DDoS (Distributed Denial of Services), hacking, pen testing attempts without our prior consent or a mutual legal agreement.

4.5. The Software is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Seamless Technologies reserves the right to limit the availability of the Software or any portion of the Software, to any person, geographic area, or jurisdiction, at any time and at its discretion, and to limit the quantities of any content, program, product, service, or other feature that it provides.

5. Use of the Software

5.1. All commercial or contractual terms with respect to the products and services acquired through the Software are to be negotiated and determined by the Subscriber and Vendor. Seamless Technologies is independent of and not party to the contractual arrangement between the Subscriber and Vendor. Likewise, Seamless Technologies does not have any control or responsibility in the offer, acceptance, or performance of the contractual terms between the Subscribers and Vendors.

5.2. Seamless Technologies will not be responsible for the Subscriber’s procurement decisions. The Subscriber has absolute discretion in respect of its procurement activities and is advised to independently verify the details of any Vendor that it chooses to deal with on Seamless Procure.

5.3. Seamless Technologies neither makes any representation or warranty as to specifics (such as quality, value etc.) of the products or services proposed to be sold or offered to be sold or purchased on Seamless Procure. Also, Seamless Technologies accepts no liability for the errors, omissions, or negligence of the Subscriber, Vendor, or third parties.

5.4. A breach of the contractual obligations between the Subscriber and Vendor is independent of and will not affect these T&Cs. Accordingly, the Subscriber will not terminate these T&Cs due to a Vendor’s breach, and the Vendor will not terminate these T&Cs due to a Subscriber’s breach.

5.5. On effective termination of these T&Cs or the Agreement, the Subscriber or Vendor would no longer have rights to access or use the Software. However, at the Subscriber’s request and for a period of up to ninety (90) days after the end of the applicable Service Period, Seamless Technologies will make the Content available for retrieval. At the end of such 90-day period, and except as may be required or permitted by law, Seamless Technologies will delete the Subscriber’s Content or Vendor’s Content in line with Seamless Technologies’ Security Program.

6. Financial Terms

6.1. During the use of the Software:

6.1.1. You acknowledge that even though the Software allows you to place and receive orders for sale or purchase of goods, subject to the Terms & Conditions set out herein, Seamless Technologies neither represents you nor the Vendor in the specific transactions between them.

6.1.2. The final tax bill and/or Invoice will be issued by the engaged Vendor to you directly, along with the order and Seamless Technologies shall have no role to play in this transaction, other than the role of the facilitator or a marketplace. All applicable taxes and levies, the rates thereof and the manner of applicability of such taxes on the bill are being charged and determined by the Vendor. Seamless Technologies holds no responsibility for the legal correctness/validity of the levy of such taxes. The sole responsibility for any legal issue arising on the taxes shall reside with the Vendor.

6.1.3. The prices reflected on the Software are determined solely by the Vendor and are listed based on Vendor's information.

7. Vendor’s Content

7.1. The Vendor’s contact details, profile, track record, reviews, ratings, and other information provided by or relating to the Vendor may be made available to other subscribers on the Software for the purpose of recommending the Vendor’s services and assisting subscribers in evaluating and making procurement decisions. Accordingly, the Vendor consents to the collection, use, display, and sharing of such information on the Software for these purposes.

7.2. The Subscriber and Vendor represent and warrant that all information provided to Seamless Technologies is true, accurate and correct, and that it shall update such information as and when necessary, in order to keep it accurate.

SCHEDULE 3: RECRUITMENT MANAGEMENT

1. Applicability

If you are accessing or using Seamless Technologies’ Services in your capacity as an employee or other representative of an Employer, you are agreeing to these T&Cs on behalf of yourself and such Employer, and you represent and warrant that you have the authority to bind such Employer, to the terms of these T&Cs.

2. Definitions

Unless otherwise defined in this Schedule, all capitalised terms shall have the meanings ascribed to them in the General Terms and Conditions of Service, which shall apply to this Schedule in addition to, and not in substitution of, the definitions set out herein.

2.1. “Applicant” means anyone who applies for or is referred to any job listing by the Subscriber on the Software. This includes third parties accessing the Software or Services for the purpose of viewing, applying for, or responding to an offer, listing, or request by the Subscriber.

2.2. “Service/Services” include Seamless Technologies’ Recruitment Management System and/or any other solutions, services, websites, functionality, support, or access, provided by or on behalf of Seamless Technologies.

2.3. “Software”/ “RMS” means Seamless Technologies’ Recruitment Management System.

2.4. “Subscriber” means an individual and/or entity using Seamless Technologies’ Services but excludes Applicants.

3. Prohibited Use of Content and Features

Subscribers are prohibited from doing the following:

3.1. Using the Software or Services and any feature thereof, in any manner that violates applicable laws, including labour and anti-discrimination laws; and

3.2. Using the Software or Services and any feature including direct messaging to create, share, or promote any content that is obscene, defamatory, abusive, offensive, indecent, or discriminatory, or that violates any third-party rights or applicable laws.

4. Subscriber Content Compliance

The Subscriber’s content, including job postings, shall comply with applicable laws at all times. Where any Subscriber Content made public on the Software violates third party rights or applicable law or terms of these T&Cs, Seamless Technologies reserves the discretion and right to remove such content without prior notice to the Subscriber.

5. Recruitment Disclaimer

5.1. Seamless Technologies provides the Software solely as a technology platform to facilitate the Subscriber’s recruitment and talent acquisition activities. Seamless Technologies does not control, direct, supervise, influence, or participate in the Subscriber’s recruitment practices, processes, assessments, screening, selection, interviewing, hiring, onboarding, or other employment decisions conducted through or in connection with the Software.

5.2. The Subscriber remains solely responsible for determining and implementing its recruitment policies and practices and for ensuring that all recruitment activities conducted through the Software comply with all applicable laws, regulations, industry standards, and the Subscriber’s internal policies, including requirements relating to employment, non-discrimination, data protection, background checks, right-to-work or eligibility verification, and the treatment of Applicants.

5.3. Seamless Technologies does not guarantee the visibility, reach, number, quality, or suitability of any job posting or Applicant, or the success of any recruitment campaign or hiring process conducted through the Software. The availability of an Applicant’s profile, application, CV, credentials, references, reviews, or other information on the Software does not constitute an endorsement, verification, or representation by Seamless Technologies as to the accuracy, authenticity, qualifications, eligibility, suitability, or fitness of that Applicant for any role.

5.4. The Subscriber is solely responsible for conducting all appropriate due diligence and verification in respect of Applicants, including verifying the accuracy and authenticity of documents, qualifications, references, employment history, identity, right to work, licences, certifications, and any other information relevant to the proposed engagement, to the extent applicable.

5.5. All decisions regarding whether to contact, shortlist, interview, assess, reject, employ, engage, or interact with an Applicant shall be made solely by the Subscriber. Seamless Technologies shall have no responsibility or liability for any recruitment decision made by the Subscriber or for any act or omission of the Subscriber in connection with its recruitment practices.

5.6. The Subscriber shall be solely responsible for its communications and dealings with Applicants and for ensuring that any offers of employment, employment contracts, engagement arrangements, remuneration, benefits, working conditions, termination decisions, or other terms agreed with an Applicant are accurate, lawful, and appropriate.

5.7. Nothing in these T&Cs shall be construed as making Seamless Technologies an employer, recruitment agency, employment agent, or representative of the Subscriber or any Applicant, or as creating any employment, agency, partnership, or other relationship between Seamless Technologies and any Applicant by reason of the use of the Software.

SCHEDULE 4: EMBEDDED FINANCE

1. Applicability

The terms set out in this Schedule apply solely where the Subscriber uses any of Seamless Technologies’ Embedded Finance services or platform (“EF Platform”). Where the Subscriber does not elect to use the EF Platform, the terms in this Schedule shall have no force or effect on the Subscriber and shall not be read into the general T&Cs or any other Schedule.

2. Definitions

Unless otherwise defined in this Schedule, all capitalised terms shall have the meanings ascribed to them in the General Terms and Conditions of Service, which shall apply to this Schedule in addition to, and not in substitution of, the definitions set out herein.

a. Advance: means any amount provided to you through the financial solutions accessible or available on the EF Platform.

b. Agreement: refers to any contract or terms other than these T&Cs, executed between you and us or accepted by you for the provision of services or solutions through the EF Platform. This may include product specific terms, conditions, or requirements as may be communicated to you by us from time to time.

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

d. Employee: means any individual registered by you as your employee on Seamless Payroll and/or the EF Platform.

e. 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.

f. Financial Partners: means financial or credit institution providing or backing the products and services offered on the EF Platform.

g. Loan Offer: means the terms on which Advances are provided by our Financial Partners to an individual or business using any of Seamless Technologies’ EF Platform.

h. EF Platform: mean Seamless Technologies’ Embedded Finance EF Platform as may be available from time to time.

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

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

k. Service: means access to and management of financial services and Products available on the EF Platform.

l. You: means an Employer, business, or corporate entity utilizing financial services and solutions available on the EF Platform including SeamlessPayroll. Where the context so permits, this may include its assigns and representatives.

3. The Service

The EF Platform provides you with convenient and easy access to a variety of financial products deployed by our Financial Partners. The EF Platform 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.

4. Eligibility

4.1 To be eligible to access the Products offered through the EF Platform, 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. Your access to the EF Platform and/or its Products must not have been previously terminated.

4.2 Seamless Technologies and/or its Financial Partners may impose additional eligibility criteria or requirements for specific Products available on the EF Platform. 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.

5. Account

5.1. To access any product on the EF Platform, you are required to 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’ EF Platform.

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

5.3. 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 remains accurate, current, and complete.

5.4. 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.

5.5. 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.

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

6. License and Usage

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

6.2. Access to any Product on the EF Platform 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.

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

7. Your Responsibilities

7.1. 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.

7.2. 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.

7.3. 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.

7.4. You understand that your access and the access of your Employees to the EF Platform is contingent on your active and continuous use of SeamlessPayroll. If you fail to complete payroll processing using SeamlessPayroll by the 10^th day of the month following the payroll period, your access, along with your Employees’ access to the EF Platform and its Products shall be temporarily suspended. This suspension will be lifted once you resume payroll processing, and all outstanding payroll is fully processed.

7.5. 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.

7.6. Except as provided herein, you shall not assign, subcontract, delegate, or otherwise transfer any of your rights or obligations accruing from these T&Cs 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.

7.7. 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 EF Platform.

7.7.1. 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 deductions 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. Discontinuation of Seamless Payroll: Your decision to cease using Seamless Payroll.

7.7.2. 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 EF Platform will become immediately due, with any loans payable upon termination.

7.8. You will not be held liable for any loan, financial product, or service accessed by your employee through the EF Platform, and you will not be deemed an obligor or held responsible for any loan or financial service provided to your employees, as all liabilities and obligations related to such loans rest solely with the respective employee. 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.

7.9. We may display your company name and logo in our marketing materials and on our public website. Such publication can be taken down or deleted on your written request.

8. 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 EF Platform;

e. You are responsible for obtaining any required approvals from other stakeholders to share such data.

9. Terms of Use for Loan Products

Where You, as a Corporate User, apply for, are approved for, or access any loan, advance, payroll financing facility, or other credit product made available through the EF Platform (each, a “Loan Product”):

9.1. 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.

9.2. 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.

9.3. Where You draw down an Advance through the EF Platform, 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 9.3 applies only where You have an outstanding Advance or other loan or credit obligation through the EF Platform and does not apply where You have not (a) drawn down any Advance; or (b) Fully repaid all Advance together with the applicable interest and fees.

9.4. 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 EF Platform, 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.

9.5. 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

10. Other Commitments

10.1. You agree to:

a. Cooperate with us and provide all necessary information reasonably required to support the development and optimization of the EF Platform 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 EF Platform 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 your use of the EF Platform 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.

10.2. With your Employee's authorization, provided through acceptance of the terms in the loan offer issued to them, you authorize the deduction of any outstanding amounts owed by your Employees, including upon termination, from their Compensation processed via SeamlessPayroll. All deductions will follow the repayment terms specified in the loan offer with the respective employee.

10.3. If any issue or dispute arises in connection with the Products you have accessed through the EF Platform, you agree 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.

10.4. You are fully responsible for fulfilling any financial obligations related to the Products or Services you access on the EF Platform. 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.

10.5. If you are credited with an unauthorised or unrequested Advance, or an Advance in excess of your request or application through the EF Platform, or if a deduction that should have been made was not processed, you agree to promptly notify us and hereby authorize 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 EF Platform and pursue all legal remedies available.

11. Restrictions on Use Applicable to You

You shall not:

11.1. use the EF Platform and/or its Products for fraudulent or illegal purposes;

11.2. access the EF Platform and/or its Products by impersonating any person or any entity;

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

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

11.5. rent, lease, loan, or sell access to the EF Platform or its Products to any third party without our consent;

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

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

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

12. Pricing and Fees

12.1. The pricing and fees for the various Products available on the EF Platform 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.

12.2. You are solely responsible for paying and remitting all taxes associated with your use of the EF Platform 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.

12.3. 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.

13. Credit Information

13.1. 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.

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

14. Violation of terms, Suspension and Termination

14.1. 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 EF Platform 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.

14.2. 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 EF Platform and/or its applications before termination takes effect.

14.3. 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 EF Platform and/or its applications, (b) breach of these T&Cs, or (c) Detection or suspicion of any criminal, fraudulent, illegal, immoral, or irregular activity associated with your Account.

14.4. Notwithstanding the above, Seamless Technologies and/or its Financial Partners may terminate, suspend, change, or restrict access to all or any part of the Service without notice or liability where such is necessary to protect the commercial interests of Seamless Technologies and/or its Financial Partners.

14.5. We will provide support in connection with use of the EF Platform at no additional charge to ensure availability. Our hours for basic support are 7:00 a.m. to 8:00 p.m. (West African Time) on weekdays, in English language via online ticketing, telephone calls, email and in-app chat. However, special arrangement may be made for provision of weekend support as the need arises.

15. Termination

15.1. These T&Cs, 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; or

b. By the written agreement of Parties.

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

15.3. 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.

16. Assignment

If after the termination of your access to or use of the EF Platform or the products or upon termination of these T&Cs or any Agreement with us or our Financial Partners, certain applicable fees or amounts remain 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.

17. Notices

17.1. Any notice or other communication to be given pursuant to these T&Cs 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&Cs or during onboarding/sign up or as subsequently notified in writing. 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.

17.2. Any notice or demand not required by these T&Cs, 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.

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