OUR TERMS & CONDITIONS
October 4, 2020
What you should know before using our products and services.
These terms of service contain the terms and conditions under which you may use the SeamlessHR service offered at seamlesshr.com (the “Service”).
These terms of service are made between you, (“the User”, as defined below), and SeamlessHR.com Limited, (“SeamlessHR”). If you do not agree to all of these terms, you may not use the service. By signing up for the service on behalf of a client of SeamlessHR, you confirm that (a) you are duly authorized to represent the entity, (b) you accept these terms on behalf of such entity, and (c) any references to “you” in these terms refer to such entity and all of its employees, consultants and agents. You are responsible for all activity on the service that occurs under your account.
These terms are applicable to all persons who use or access the service, in the user’s capacity or in an individual capacity, including authorized persons representing the user, employees, or other persons using or accessing the services (collectively, “Users” and each, a “User”). If User is agreeing to these terms on behalf of a business or an individual other than user, the user represents and warrants that it has the authority to bind that business or individual to these terms, and user’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of these terms, or by accessing or using the platform, User agrees, effective as of the date of such action, to be bound by these terms.
- Grant of Usage Right
SeamlessHR hereby grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the cloud-hosted software product and related documentation included in the service and subsequent modifications and/or enhancements (the “Software”) via a web browser controlled by you for your internal business use.
Nothing in this agreement obligates SeamlessHR to deliver or make available to you any customisations, additional functionality, or copies of computer programs or code from the software to you, in any form. You agree to use the service only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”).
You shall have access to use the software based on the tenure of payment made by you for use of the software. You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to:
- reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the software. You acknowledge that nothing in this agreement will be construed to grant you any right to obtain or use such code. Use the software, nor allow software to be used, to provide data management or processing services for third parties
- reproduce all or any portion of the software (except as expressly permitted herein) or any accompanying documentation, or modify the software;
- permit any third party to access and/or use the service, other than the users authorized under the agreement;
- rent, lease, loan, or sell access to the software to any third party without the consent of SeamlessHR whose consent shall not be unreasonably withheld; Access the software in order to build or create a derivative, competitive service or copy features, functions or graphics of the software or;
- introduce software or automated agents or scripts to the software so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the services;
- commercialize in any way, nor grant access to any third party without a written consent from SeamlessHR. You will put all reasonably necessary measures in place to ensure there is no breach of security. You will take reasonable measures to ensure that SeamlessHR’s intellectual property is not infringed via its use of the software from any sources/parties within or affiliated with your organization
- Intellectual Property Rights
SeamlessHR owns and shall retain all rights, title and interest in and to (a) the software and the service, including all intellectual property rights therein, and (b) all transactional and performance data related to your use of the service. SeamlessHR may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not reveal your identity, any of your confidential information or any personally identifiable information that belongs to you or your employees.
You retain all right, title and ownership interest in and to your data. SeamlessHR has no right, title or interest in any personally identifiable information contained in or related to your data.
- Terms and Termination
These terms will remain in effect as long as you have an active subscription for the service (the “Term”). If you are eligible to use the service for a free trial period, and do not purchase a subscription before the end of such period, these terms will expire at the end of the free trial period.
Subscriptions purchased by you commence on the start date specified when you complete the initial payment process and continue for the subscription term selected at the time of payment. Subscriptions may renew automatically upon expiration you opt in for the option.
You are solely responsible for the proper cancellation of your subscription. You may cancel your subscription at any time from within the software or by emailing [email protected]
SeamlessHR may suspend your access to the service and terminate these terms at any time (i) if you materially breach these terms (ii) if you fail to pay for the service. SeamlessHR may suspend your access immediately if you do not cure such infraction upon notice via email.
In the event your subscription is terminated, other than in instances where it is terminated by SeamlessHR for the above reasons, you will continue to have the ability to download the information provided, inputted or uploaded to your account in the SeamlessHR service by you or on your behalf (“Data”) for 30 days after the effective date of expiration or termination of your subscription. After such a 30-day period or if your subscription is terminated due to nonpayment or breach of terms, SeamlessHR shall have no obligation to maintain any data and shall thereafter, unless legally prohibited to do so, delete all of your data contained in the SeamlessHR service.
Otherwise these terms may be terminated by either party, upon giving the other 30 days’ notice via email if (i) the other party commits a breach of any of its obligations under this agreement; (ii) the other party ceases or threatens to cease to carry on its business (iii) the other party goes into liquidation save for the purpose of a genuine amalgamation or reconstruction; (iv) in the event of a force majeure event that persists for more than one (1) month; (v) in any event that you consider that SeamlessHR carries on its business in any manner detrimental to your corporate existence or reputations; and (vi) in the event of the other party being prohibited by any law or official requirement from complying with the terms of this agreement. Upon termination of this agreement, SeamlessHR shall restrict further access to the use of the software by you.
The termination of this agreement shall not discharge either party from any obligations or liability which had already accrued under this agreement prior to termination. Consequently, SeamlessHR shall be entitled to full payment for services performed prior to the effective date of the termination. In the same vein, you shall be entitled to a full refund of any sum paid for which no services have been rendered as at the date of termination.
Notwithstanding, the provisions in the clause above, it must be clearly understood by the parties that certain factors may impact the use of the software and may result in failure of access including but not limited to: your local network, firewall, pop-up blocker, your internet service provider, the public internet, the public switched telephone network and your power supply. Notwithstanding any provision in this 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 event mentioned above, SeamlessHR shall exercise all reasonable effort to resolve the disruption, interruption or delay or defect in the operation of the software as quickly as possible and provide the support required with duel care and diligence.
- Modification of Service or Agreement
The service may be made available in free or paid versions for different types of accounts. Not all features and functionality of the service may be available in each version or type of account. SeamlessHR reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the service on a temporary or permanent basis, without liability to you or any third party.
In the event SeamlessHR determines it is necessary to make a material modification to these terms, you will be notified of such change via email and asked to affirmatively agree to such modified version of these terms. Note, however, that your use of the service after modifications to these terms become effective constitutes your binding acceptance of such changes. You may review the most current version of these terms at: https://www.seamlesshr.com/terms.
If you are dissatisfied with the terms of these terms or any modifications to these terms or the service, you agree that your sole and exclusive remedy is to terminate your subscription and discontinue any use of the service.
- Payment Terms
Your subscription to the service renews automatically for the same term selected upon initial payment (e.g., month-to-month, annual, etc.). You may change your subscription term at any time by contacting SeamlessHR using the contact information section below. If you are paying by credit or debit card, your card will be charged once a month for monthly subscriptions. There will be no refunds or credits for partial months of service.
All fees are exclusive of all taxes or duties imposed by governing authorities. Other than Value Added Tax which SeamlessHR may be required to collect from you and remit to appropriate taxing authorities, you are solely responsible for payment of all such taxes or duties.
SeamlessHR may at any time, upon adequate notice, change the price of your subscription or any part thereof, or introduce new charges or fees. If you do not agree to any such price changes, you may cancel your subscription and stop using the service prior to the commencement of the renewal subscription period for which the price change applies.
SeamlessHR shall: (i) provide you with basic support in connection with your use of the service at no additional charge, and with additional support if purchased separately, (ii) use commercially reasonable efforts to make the service available 24 hours a day, 7 days a week, except for: (a) planned downtime (which SeamlessHR shall schedule to the extent practicable after business hours west african time), (b) as necessary to update the service to ensure its security and integrity and (iii) provide the service only in accordance with applicable law.
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.
You acknowledge that any support updates provided by SeamlessHR may be necessary for the proper operation of the software and therefore you agree that SeamlessHR can promptly install updates to ensure that your version of the software remains supported.
Your support obligations: up to two (2) named representatives designated by your organisation 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 [email protected]; make a phone call to +2348167134495.
SeamlessHR’s support obligations: SeamlessHR will use its best efforts to respond to your request using all of the above methods.
- Service Level Terms
SEVERITY DEFINITION EXAMPLE RESPONSE RESOLUTION
CRITICAL Significant impact on clients systems, resulting in Client’s system being either down, or functioning at a significantly reduced capacity. Inability to log into the system.
Server downtime that is not due to system maintenance
Inability to run payroll.
Initial response and diagnosis starts within:
1 hour* of receipt of complaint. Resolution within:
8 hours after notification.
In cases where a permanent fix cannot be delivered within 24 hours, a work-around will be provided in the interim and the permanent fix will be delivered within three working days.
HIGH Significant business impact on a system, resulting in most functionality loss on the Client’s system; the Software is barely usable. Inability to use a function that is central to multiple modules on the system, eg, Paygrades, Contracts, Notifications etc.
Error messages while trying to access some functionality.
Initial response and diagnosis starts within:
2 hours of receipt of complaint. Resolution within:
48 hours after notification.
MEDIUM Some business impact on a system, resulting in some functionality loss on the Client’s system. The Software is usable, but does not provide a function in the most convenient or expeditious manner. Inability to use a function within a module, eg, KPI not saving.
Initial response and diagnosis starts within:4 hours of receipt of complaint. Resolution within:
72 hours after notification.
LOW For non-production questions including general usage questions, issues related to a non- production environment, or feature requests. There is no impact on the quality, performance or functionality on Client’s production system. Grammatical Errors, User interface Distortion and other issues that do not affect the functionality of the system.
Initial response and diagnosis starts within:4 hours of receipt of complaint. Resolution within:
10 business days after notification.
*All working hours only.
- API Fair Usage
If you integrate with SeamlessHR using our APIs, you must use efficient programming, which will not cause an excessive number of requests to be made in too short a period of time, as-determined solely by SeamlessHR. If this occurs, SeamlessHR reserves the right to throttle your api connections or suspend or terminate your SeamlessHR account.
Unless otherwise agreed to by you and SeamlessHR, during the term, SeamlessHR may disclose your name as a customer of SeamlessHR and/or subscriber to the service, and you hereby grant SeamlessHR the right to display your 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 is publicly available to SeamlessHR.
- Warranties and Representations
SeamlessHR hereby warrants and represents as follows:
Your access to the SeamlessHR software-as-a-Service (SaaS) is guided according to the specifications contemplated by the terms of this agreement.
Its title to and proprietary rights in the software is free and unencumbered and that it has the right, power and authority to grant you subscription to the service upon the terms and conditions of this agreement.
The software in its entirety does not infringe any patent, copyright, trademark or trade secret or any other intellectual property rights of any third party, and does not contain any virus or harmful code.
It will implement and maintain backups, security and business continuity measures, in accordance with industry best practices, in order to maintain the security and integrity of the services and your content.
It will host the software and your content on the cloud. It will use best practice technology to ensure the safety of data at all times.
It shall comply with all applicable Federal, State, and Local, Statutes, Laws, Ordinances, and Regulations relating to this agreement.
SeamlessHR further represents and warrants as follows: (i) It is a company duly incorporated, validly existing and in good standing order under the laws of the Federal Republic of Nigeria and has full power and authority under its memorandum and articles of association or constitution (by whatever name called) to enter into, execute and perform this agreement; (ii) it has fulfilled all conditions and complied with all legal and procedural requirements and obtained all confirmations, consents, licenses or registration necessary to make its obligations hereunder and this entire agreement legal, valid, binding and enforceable against it; (iii) there are no actions, proceedings or claims pending, or to the knowledge of SeamlessHR threatening SeamlessHR, the adverse determination of which might have a materially adverse effect on its financial condition or impair its ability to perform its obligations hereunder, or affect the validity or enforceability of this agreement.
- Limitation of Liability
SeamlessHR’s entire liability for any claim or loss, damage, or expense from any cause whatsoever under this agreement, shall in no event exceed the maintenance and subscription fees actually paid by you for the relevant month when the loss, damage or expense occurred provided that where any 3rd party makes claims or suffers any losses as a result of SeamlessHR’s negligence or breach of its obligations it shall fully indemnify you against any such 3rd party claims.
You shall be responsible for adopting reasonable measures to ensure accuracy of content and the process by which it is entered into the software. You are advised to examine and confirm the results obtained from the software before relying on it, and to adopt procedures to identify and correct errors and omissions in content.
- Data Protection
The parties herein agree to strictly comply with all applicable privacy and data protection laws, such as Nigeria Data Protection Regulation as well as all other applicable regulations and directives in collecting, using, processing, handling and/or transferring of any of the confidential information disclosed by a party in connection with the service, which may contain any personal data. Each party agrees to fully indemnify the other party if there is any breach of any applicable laws in relation to privacy and data protection laws by such party.
SeamlessHR shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the service, and the security of your data. SeamlessHR shall not (a) disclose your data except as compelled by applicable law or as you expressly authorize in writing, or (b) access your data except to provide the service and prevent or address service or technical problems, or at your express request in connection with customer support matters. In the event SeamlessHR is compelled by applicable law to disclose your data, we will provide you with notice thereof, (in advance, if possible) if permitted by applicable law.
You are solely responsible for your data, and all uses of your data that occur through your account
- Security Breach
External breach: in the event of a security breach, as defined by applicable law, by anyone other than your employee, contractor or agent, upon discovery of such breach, SeamlessHR will: (a) initiate remedial actions that are in compliance with applicable law and consistent with industry standards; and (b) notify you of the security breach, its nature and scope, the remedial actions SeamlessHR will undertake, and the timeline within which SeamlessHR expects to remedy the breach. You will be responsible for fulfilling your obligations under applicable law.
Internal breach: in the event of a security breach, as defined by applicable law, by your employee, contractor or agent, or due to your failure to maintain your systems, network or data in a secure manner, you shall have sole responsibility for initiating remedial actions and you shall notify SeamlessHR immediately of the breach and steps you will take to remedy the breach. In our sole discretion, we may take any action, including suspension of your access to the service, to prevent harm to you, us, the service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.
Each party shall comply with all applicable laws in connection with its own activities under these terms. The service can be configured and used in ways that do not comply with applicable laws and it is your sole responsibility to monitor your employees’ use and your use of the service to ensure that such use complies with and is in accordance with applicable law. In no event shall SeamlessHR be responsible or liable for your failure to comply with applicable law in connection with your use of the service.
SeamlessHR does not provide its customers with legal advice regarding compliance, data privacy or other relevant applicable laws in the jurisdictions in which you use the service, and any statements made by SeamlessHR to you shall not constitute legal advice.
You acknowledge that SeamlessHR exercises no control over your specific human resource practices implemented using the service or your decisions as to employment, promotion, advancement, termination, notification, or compensation of any employee or authorized user of the service. In addition, you are responsible for the privacy, collection, use, retention and processing of your employees’ data, in compliance with all applicable laws. SeamlessHR hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the service by you and/or your employees, contractors or agents.
- Waivers & Amendments
No delay or omission on the part of any of the parties hereto, in exercising any right or remedy under this agreement shall impair that right or remedy or operate as or be taken to be a waiver of it, nor shall any waiver by any of the parties hereto, of any such right or remedy preclude any other or further exercise under this agreement of that or any other right or remedy. In addition, no variation, amendment or alteration of this agreement shall be valid unless the same is in writing signed by the parties hereto.
Any provision of this agreement which is prohibited or unenforceable under Nigerian law shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
- Force Majeure
Either party shall not 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, power loss, telecommunications failure, acts of god, internet service provider failures or delays, or denial of service attacks, floods, fires, pandemics, civil unrest, acts of terror, strikes or other labor problems, or any other cause beyond its reasonable control.
Neither party shall assign, subcontract, delegate, or otherwise transfer this 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 this agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party but upon notice to the other party. This agreement shall be binding upon the parties and their respective successors and permitted assigns.
- General Provisions
These terms encompasses the entire agreement between you and SeamlessHR with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of these terms.
You may not assign or otherwise transfer any of your rights or obligations under these terms without SeamlessHR’s prior written consent, which consent shall not be unreasonably withheld. These terms shall be binding upon and will insure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.
No part of these terms is intended or shall be construed as legal advice. SeamlessHR shall not be liable for any errors or omissions in the content of these terms or for any actions taken in reliance thereon.
- Dispute Resolution and Governing Law
This agreement shall be governed by and construed according to the laws of the federal republic of Nigeria.
If any dispute arises under this agreement, the parties agree to first try to resolve the dispute by mediation at the Lagos Multi-Door Courthouse with the help of a mediator appointed by the Lagos Multi-door Courthouse.
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 this agreement.
- Contact information
If you have any questions about the service or these terms, you may email us at [email protected], or write to us at:
8 Metalbox Road, Ikeja,
Legal Counsel to SeamlessHR Limited:
Tope Adebayo LLP,
25C Ladoke Akintola Road, Ikeja GRA, Ikeja,