Terms of Service

Background

1. SeamlessHR.Com Limited (“SeamlessHR”) is a Technology Service company with core expertise in the provision of integrated Human Resource Solutions for both public and private sector organisations.
2. SeamlessHR owns and operates a web platform known as “seamlesshr.com” which enables the provision of Human Resource Solutions such as Human Resources Information System, Payroll, Recruitment, and Performance Management.
3. The following describes the terms and conditions on which SeamlessHR grants a Subscriber a non-exclusive access to its seamlesshr.com platform.
4. By executing SeamlessHR’s Service Agreement or using the seamlesshr.com platform, the Subscriber agrees to be bound by these Terms and Conditions (T&C).

1.0. Definition

1.1. Agreement: means the SeamlessHR Service Agreement between SeamlessHR and the Subscriber.

1.2. Ancillary Program: means any software agent or tool owned or licensed by SeamlessHR which is made available to the Subscriber to download for purposes of facilitating the Subscriber’s access to, operation of, and/or use of the seamlesshr.com platform.

1.3. Applicable Law: means the laws, rules and regulations of the Federal Republic of Nigeria.

1.4. Authorised Users: means those persons or end users, authorised by the Subscriber or on the Subscriber’s behalf to access the seamlesshr.com platform. An Authorised User must be an employee or a management staff of the Subscriber.

1.5. Customisation Fee: means any sum paid in addition to the Subscription Fee for added customisation and features tailored to Subscriber needs.

1.6. Fees: means the totality of all fees payable in accordance with the SeamlessHR Service Agreement between SeamlessHR and the Subscriber.

1.7. Implementation Fee: means the one-off, non-refundable fee paid by Subscriber to cover for training costs, set-up and technical implementation (configuration) of the Software.

1.8. Integration Fee: means the one-off, non-refundable fee paid by Subscriber to cover the cost of assimilating the Subscriber’s data, content, processes, or infrastructure into the Software.

1.9. Minutes, Hours and Days: all references to minutes, hours and days in this T&C mean working hours.

1.10. Notice/Written Notice/Notice in Writing: means communication under or in connection with this Agreement. Any notice given in line with this Agreement shall be in writing and may be delivered by email to the relevant email address or by hand to the relevant physical address provided by Parties at the commencement of the Agreement between Parties, or such other address as may be communicated by the relevant Party to the other Party from time to time.

1.11. Parties: means both SeamlessHR and the Subscriber.

1.12. Party: means either SeamlessHR or the Subscriber.

1.13. Service: means deployment, customisation and use of the Software.

1.14. Service Period: means the duration of the Subscriber’s active or paid access to the Software as stated in SeamlessHR’s Service Agreement.

1.15. Software: means the cloud hosted seamlesshr.com platform.

1.16. Subscriptions: means the non-exclusive license to use and access the Software granted under this T&C and the Agreement.

1.17. Subscription Fee: means the amount payable by the Subscriber for the access and use of the Software for the Service Period.

1.18. T&C: means this Terms and Conditions of Service.

1.19. Subscriber’s Content: means all employee data, text, files, images, graphics, illustrations, information, data (including Personal Data as defined under the Nigerian Data Protection Regulation), audio, video, photographs and other content and material in any format, provided by the Subscriber on the seamlesshr.com platform.

1.20. You/Your: references to “You” or “Your” means the Subscriber.

1.21. Waiver: means an act or instance of waiving a right or claim.

2.0. Rights Granted

2.1. For the duration of the Service Period and subject to payment of the fees payable in the Agreement, the Subscriber is granted a non-exclusive, non-assignable right to access and use the cloud-hosted seamlesshr.com platform, including any subsequent modification or enhancement to the Software as may be delivered by SeamlessHR, solely for the Subscriber’s internal business operations and subject to this T&C.

2.2. The Subscriber may allow Authorised Users to access the seamlesshr.com platform under its license, however, the Subscriber is responsible for such Authorised User’s compliance with this T&C.

2.3. The Subscriber agrees to use the Service in compliance with all laws, rules and regulations applicable in the Federal Republic of Nigeria.

3.0. Ownership and Restrictions

3.1. The Subscriber shall retain all ownership and intellectual property rights in all Subscriber’s Content uploaded unto the seamlesshr.com platform. SeamlessHR 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 SeamlessHR under the Agreement.

3.2. The Subscriber shall not cause or permit others to:

1. 1. reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the components of the Software. The Subscriber shall not obtain or use such code, no allow the Software to be used to provide data management or processing services for third parties;
   2. reproduce all or any portion of the Software (except as expressly permitted herein) or any accompanying documentation, or modify the Software;
   3. access and/or use the Service, other than by Authorised Persons as defined under this T&C;
   4. rent, lease, loan, or sell access to the Software to any third party without the consent of SeamlessHR;
   5. access the Software in order to build or create a derivative, competitive service or copy features, functions or graphics of the Software or;
   6. introduce Software or automated agents or scripts to the Software to produce multiple accounts, generate automated searches, requests, and queries, or to strip or mine data from the Service;
   7. commercialise in any way, nor grant access to any third party without a written consent from SeamlessHR.

4.0. Intellectual Property Rights

4.1. SeamlessHR retains all intellectual property rights in the Software including but not limited to the copyright, trademarks, designs and patents.

4.2. The Subscriber retains all rights, title, and ownership interest in and to all the Subscriber’s data uploaded on the Software or accessed by virtue of the Agreement. SeamlessHR has no right, title, or interest in any personally identifiable information contained in or related to the Subscriber’s data.

5.0. Term/ Termination

5.1. The Agreement and this T&C shall remain in effect provided the Subscriber maintains active subscription for the Service.

5.2. Upon payment of the Subscription Fee, the Subscription would begin to count after setting up the Subscriber, deploying the Software, and provision of the system login details to the Subscriber, and shall continue for the duration of the Service Period as stated in the Agreement.

5.3. Notwithstanding the foregoing, where SeamlessHR is unable to conclude implementation within the timeline agreed by Parties due to a delay by the Subscriber in providing relevant information needed for effective deployment of the Software, SeamlessHR shall give seven (7) days written notice to the Subscriber for the information needed and the Subscription Period shall be deemed to commence upon expiration of the notice period.

5.4. At the expiration of the Service Period, Subscription shall be automatically renewed for a period of one year unless the Subscriber opts to cancel its Subscription not less than 24 hours before the expiration of the Service Period. The Subscriber may cancel an active subscription by sending a notice of cancellation to support@seamlesshr.com. Such cancellations shall take effect at the end of the subsisting Service Period.

5.5. SeamlessHR reserves the right to terminate Subscriber’s access to the Software where the Subscriber fails to pay the Fees due to SeamlessHR under the Agreement within 30 (thirty) days of the Fees becoming due and payable. SeamlessHR further reserves the right to suspend Subscriber’s access to the Software if SeamlessHR reasonably concludes that Subscriber or its Authorised User is causing immediate and ongoing harm to the Software. In the extraordinary case that SeamlessHR must suspend Subscriber’s access, SeamlessHR shall immediately notify the Subscriber of the suspension and the Parties shall diligently attempt to resolve the issue.

5.6. The Subscriber reserves the right to terminate the Agreement if SeamlessHR is in breach of the provisions of this T&C or the Agreement and fails to remedy the said breach within fourteen (14) days of receiving a written notification of breach from the Subscriber.

5.7. On effective termination of the Agreement or cancellation of the Subscription, Subscriber would no longer have rights to access or use the Software, however, at the Subscriber’s request, and for a period of up to thirty (30) days after the end of the applicable Services Period, SeamlessHR will make the Subscriber’s Content available for retrieval. At the end of such 30-day period, and except as may be required by law, SeamlessHR will delete all Subscriber Data.

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

6.0. Payment Terms

6.1. The Subscriber shall pay the Subscription Fee as agreed by the Parties and contained in the invoice for the initial Service Period.

6.2. For subsequent Service Periods, SeamlessHR may review the Subscription Fee or introduce new charges or fees, however, a 3-month prior notice will be issued before implementation and a window of opportunity to discuss the price change.

6.3. For non-card payments, SeamlessHR shall notify the Subscriber in writing prior to the expiration of each term. If payment is via credit or debit card, the card will be charged automatically at the end of the subscription term unless the subscriber cancels its subscription before such renewal.

6.4. The Subscriber is responsible for paying the Value Added Tax (where applicable) and any other tax imposed by Applicable Law. This would be invoiced with the Subscription Fee.

7.0. Support

7.1. SeamlessHR shall provide support in connection with use of the Service at no additional charge to ensure Service availability.

7.2. SeamlessHR’s hours for basic support are 9:00 a.m. to 5:00 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.

7.3. Subscriber acknowledges that any support updates provided by SeamlessHR may be necessary for the proper operation of the Software and therefore Subscriber agrees that SeamlessHR can promptly install updates to ensure that version of the Software in use remains supported. Provided updates are scheduled on off-work periods to prevent undue interference with usage and accessibility.

7.4. Up to two (2) named representatives designated by Subscriber may contact SeamlessHR to provide an error report and request support by any of the following methods: (i) raise a support ticket online; (ii) send an email to support@seamlesshr.com; (iii) make a phone call to +2348167134495 (iv) in-app chat.

7.5. On execution of the Agreement, SeamlessHR shall deploy support staff to commence setup, technical implementation and onboarding training on the Software, subject to payment of the Fees due and payable by the Subscriber in accordance with the Agreement.

7.6. During the Service Period, the Subscriber may participate in any free training session as may be organised by SeamlessHR from time to time. Where the Subscriber requires additional training sessions other than the onboarding training session or free training sessions organised by SeamlessHR, the Subscriber may be required to pay a fee as may be agreed by Parties.

8.0. Service Response Timelines

8.1. SeamlessHR shall undertake all reasonable steps to provide the Service to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion, as detailed in the Service Response Timeline at the end of this T&C.

8.2. When SeamlessHR Service is unavailable, or material System or API outages or defects are detected, the Subscriber will report the issue to SeamlessHR via support@seamlesshr.com or call +2348167134495.

9.0. SeamlessHR’s Partner Program

Parties acknowledges and agrees that by executing the Agreement or using the Software, the Subscriber or any of the Subscriber’s employees may be eligible to participate under SeamlessHR’s Partner Program and receive rebate or commission for successful leads.

10.0. Indemnification

10.1. Indemnification by SeamlessHR: If a third party makes a claim against the Subscriber that the Software infringes any patent, copyright or trademark, or misappropriates any trade secret, SeamlessHR shall defend Subscriber and its directors, officers and employees against the claim at SeamlessHR’s expense and SeamlessHR shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded to such third party or agreed to in a written settlement agreement signed by SeamlessHR, to the extent arising from the claim.

10.2. Indemnification by Subscriber: If a third party makes a claim against SeamlessHR that the Subscriber’s content infringes any patent, copyright or trademark, or misappropriates any trade secret, the Subscriber shall defend SeamlessHR and its directors, officers and employees against the claim at the Subscriber’s expense and the Subscriber shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded to such third party or agreed to in a written settlement agreement signed by Subscriber, to the extent arising from the claim.

10.3. Conditions for Indemnification: A Party seeking indemnification
under this section shall;

1. 1. promptly notify the other Party of the claim,
   2. give the other Party sole control of the defence and settlement of the claim, and
   3. provide, at the other Party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other Party in the defence and settlement of the claim.

10.4. Where a Party fails to meet the conditions stated in Clause 10.3 above, it shall lose its right to indemnification as provided in this T&C.

10.5. Notwithstanding the provisions in Clause 10.1 and 10.2 above, each Party’s liability to the other Party and its affiliates for all claims arising out of or by reason of the Agreement or this T&C, whether in
contract, tort or otherwise, will not exceed the amount paid by the Subscriber to SeamlessHR during the twelve months prior to when the liability arises.

11.0. Data Protection

11.1. SeamlessHR hereby undertakes to strictly comply with all applicable data protection laws, policies and procedures, which may be in force from time to time.

11.2. SeamlessHR shall take appropriate, technical and organisational measures to prevent the loss, damage, unauthorised use or unauthorised destruction of, and unlawful access to, data updated by Subscriber to its SeamlessHR platform.

11.3. SeamlessHR shall take appropriate steps to identify all internal and external risks posed to data under their possession or control and establish and maintain safeguards against any risks identified.

11.4. Each Party shall immediately notify the other Party 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.

11.5. Each Party shall comply at all times with its respective obligations under the provisions of the Nigerian Data Protection Regulation (NDPR) and shall not perform its obligations under this T&C or the
Agreement in such a way as to breach or to cause the other Party to breach any of its applicable obligations under NDPR.

11.6. SeamlessHR shall maintain administrative, physical, and technical safeguards for protection of the Service, and the security of data exposed, exchanged or uploaded by Subscriber.

12.0. Publicity

Subject to prior written consent of the Subscriber, SeamlessHR may display Subscriber’s name, company, and logo in SeamlessHR’s marketing materials and on SeamlessHR’s public website, in each case in accordance with any branding guidelines that the Subscriber may provide to SeamlessHR.

13.0. Compliance

Each Party shall comply with all Applicable Laws in connection with its own activities under this T&C. The Service can be configured and used in ways that do not comply with Applicable Laws and it is the Subscriber’s sole responsibility to monitor its employees’ use of the Service to ensure that such use complies with and is in accordance with Applicable Laws. In no event shall SeamlessHR be responsible or liable for Subscriber’s failure to comply with Applicable Laws in connection with use of the Service.

14.0. Disclaimers

14.1. SeamlessHR does not provide its Subscribers with legal advice regarding compliance, data privacy or other relevant Applicable Laws in the jurisdictions in which the Subscriber uses the Service, and any statements made by SeamlessHR to the Subscriber shall not constitute legal advice.

14.2. SeamlessHR exercises no control over Subscriber’s specific human resource practices implemented using the Service or its decisions as to employment, promotion, advancement, termination, notification, or compensation of any employee or authorised user of the Service.

15.0. Severability

Any provision of this T&C or the Agreement that is prohibited or unenforceable under Applicable Law shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof.

16.0. Force Majeure

Neither Party shall be under any liability to the other Party for any loss or for any failure to perform any obligation hereunder due to causes beyond either Party’s control including without limitation, industrial disputes of whatever nature, telecommunications failure, acts of God, government action, or denial of service attacks, floods, fires, pandemics, civil unrest, acts of terror, strikes or other labour problems, or any other cause beyond its reasonable control.

17.0. Assignment

Neither Party shall assign, subcontract, delegate, or otherwise transfer the Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other Party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either Party may assign the Agreement in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets, or other operation of law, without any consent of the other Party but upon written notice to the other Party. The Agreement shall be binding upon the Parties and their respective successors and permitted assigns.

18.0. Governing Law & Dispute Resolution

18.1. This T&C and the Agreement shall be governed by and construed according to the laws of the Federal Republic of Nigeria.

18.2. Customer’s satisfaction is an important objective to SeamlessHR in performing its obligations under this T&C or the Agreement. Accordingly, (without prejudice to Clause 5.5 above) where a dispute arises between Parties relating to the interpretation or performance of this T&C or the Agreement, the Parties agree to hold a meeting within fourteen (14) days of written request by either Party, attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies.

18.3. If, within fourteen (14) days after such meeting, the Parties have not succeeded in resolving the dispute, either Party may protect its interests by resorting to mediation at the Lagos Multi-Door Courthouse presided over by a mediator appointed by the Lagos Multi-door Courthouse.

18.4. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the Parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the Parties hereby consent to the jurisdiction of the competent courts of the Federal Republic of Nigeria for the purpose of any action or proceeding brought by either of them in connection with the Agreement.