Terms and Conditions of Service
June 23, 2021
What you should know before using our products and services.
The Terms and Conditions of Service apply to the subscribers/users of the SeamlessHR Software. Both SeamlessHR and the Subscriber agree to the remain bound by the provisions of this Terms and Conditions of Service throughout the Services Period.
- SeamlessHR is a Technology Service company with core expertise in the provision of integrated Human Resource Software for both public and private sector organizations.
- SeamlessHR owns and operates a web platform known as “seamlesshr.com” which enables the provision of Human Resource Software such as Human Resources Information System, Payroll, Recruitment, and Performance Management.
- The Subscriber desires to be configured as a user on SeamlessHR cloud-hosted Human Resource Software which is accessible via the “seamlesshr.com” Web Platform.
- Subject to the rights and obligations under this Agreement, SeamlessHR has agreed to grant the Subscriber a non-exclusive access to its “seamlesshr.com” platform.
Parties hereby agree:
- “Ancillary Program”: means any software agent or tool owned or licensed by SeamlessHR which is made available to the Subscriber for download for purposes of facilitating the Subscriber’s access to, operation of, and/or use of the seamlesshr.com platform.
- “Authorized Users”: means those employees, contractors, and end users, as applicable, authorized by the Subscriber or on the Subscriber’s behalf to access the seamlesshr.com platform in accordance with this Agreement.
- “Customization Fee”: Any sum paid in addition to the Subscription Fee for added customization and tailor suited features to Customer’s needs.
- “Material breach”: A breach of this Agreement which makes it impossible for the innocent party to perform its obligations.
- “Material modification”: This includes updates or any changes to the Software that may impact use.
- “Services Period”: Means the period of time for which your payment subscription to the Software covers.
- “Software”: Means the cloud hosted seamlesshr.com platform.
- “Subscriptions”: Means the non-exclusive license to use and access the Software granted under this Agreement.
- “Subscription Fee”: means the amount payable by the Subscriber for the access and use of the Software for the Services Period.
- “Minutes, Hours and Days”: All references to minutes, hours and days in this agreement mean working hours.
- “The 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.
- “You/Your”: References to “You” or “Your” means the Subscriber.
- “Waiver”: Means an act or instance of waiving a right or claim.
- “Services Period”: Means the period of time for which your payment subscription to the Software covers.
- Rights Granted
- For the duration of the Services Period and subject to your payment obligations, 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 the terms of this Agreement.
- The Subscriber may allow Authorized Users as defined under this Agreement to access the seamlesshr.com platform under its license, however, the Subscriber is responsible for such Authorized User’s compliance with this Agreement.
- Subject to the payment of negotiated Customization Fee, SeamlessHR can make customizations and additional functionality available on a need basis. The Subscriber agrees to use the service only in compliance with all applicable local, state, national, and, rules and regulations in the Federal Republic of Nigeria (“Applicable Law”).
- Ownership and Restrictions
- The Subscriber shall retain all ownership and intellectual property rights in all 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 this Agreement.
- The Subscriber may not, and shall not cause or permit others to:
- reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Software. The Subscriber acknowledges that nothing in this agreement will be construed to grant the Subscriber 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 Authorized Persons as defined under the agreement;
- rent, lease, loan, or sell access to the Software to any third party without the consent of SeamlessHR;
- 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 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.
- Intellectual Property Rights
- SeamlessHR retains all intellectual property rights in the Software including but not limited to the copyright, trademarks, designs and patents.
- The Subscriber retains all right, title, and ownership interest in and to all the Subscriber’s data uploaded on the Software or accessed by virtue of this agreement. SeamlessHR has no right, title, or interest in any personally identifiable information contained in or related to the Subscriber’s data.
- The terms of this Agreement will remain in effect provided Subscriber maintains active subscription for the service.
- Upon payment of the Subscription Fee, the subscription would begin to count after setting up the Subscriber’s account, deploying the Software and making it available for Subscribers use, and shall continue for a period of 1 (one) year thereafter. At the expiration of the Services Period, Subscription may be renewed automatically, except Subscriber opts to cancel its subscription. Subscriber may cancel its subscription at any time from within the Software or by emailing [email protected]
- On expiration of the Services Period or termination 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 60 days after the end of the applicable Services Period, SeamlessHR will make available Subscriber’s Content available for retrieval. At the end of such 60-day period, and except as may be required by law, SeamlessHR will delete all subscriber data.
- SeamlessHR reserves the right to terminate Subscriber’s access to the Software if Subscriber fails to pay Subscription Fee due to SeamlessHR under this Agreement. SeamlessHR further reserves the right to suspend Subscriber’s access to the Software if SeamlessHR reasonably concludes that Subscriber or its Authorized 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.
- Parties agree that termination is not an exclusive remedy for breach of this Agreement, and will not absolve either Party of any responsibility, obligation, commitment, or liability, which exists or accrues, by virtue of this Agreement. Consequently, SeamlessHR shall be entitled to full payment for services performed prior to the effective date of the termination. In the same vein, Subscriber shall be entitled to a full refund of any sum paid for which no services have been rendered as of the date of termination on a monthly pro-rata basis.
- 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: 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 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.
- SeamlessHR shall provide support in connection with use of the service at no additional charge to ensure service availability.
- 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. However, special arrangement can be made for provision of weekend support as the need arises.
- 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.
- Subscriber support obligations: 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 [email protected]; (iii) make a phone call to +2348167134495.
- Service Level Terms
- SeamlessHR shall employ all reasonable steps to provide the Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion, as detailed on https://seamlesshr.com/terms/
- Payment Terms:
- For non-card payments, SeamlessHR will notify the Subscriber in writing prior to the expiration of each term, and will only renew subscription upon mutual agreement, as against any automatic renewal. If payment is via credit or debit card, the card will be charged automatically at the end of the subscription term except the subscriber cancels its subscription before such renewal.
- The Subscriber is responsible for paying the Value Added Tax and any other tax imposed by applicable law. This would be invoiced with the Subscription Fee.
- SeamlessHR may change the price of subscription 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.
- SeamlessHR may 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 as you may provide to SeamlessHR.
- 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, or that SeamlessHR’s negligence or willful misconduct has caused bodily injury or death, 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.
- 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.
- Conditions for Indemnification: A party seeking indemnification under this section shall;
- promptly notify the other party of the claim,
- give the other party sole control of the defense and settlement of the claim, and
- 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 defense and settlement of the claim.
- Except for each party’s indemnification obligations above and intellectual property breaches, each party’s liability to the other party and its affiliates for all claims arising out of the agreement, 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.
- Data Protection
- SeamlessHR hereby undertakes to strictly comply with all applicable data protection laws, policies and procedures, which may be in force from time to time.
- SeamlessHR shall take appropriate, technical and organizational measures to prevent the loss, damage, unauthorized use or unauthorized destruction of, and unlawful access to, data updated by Subscriber to its SeamlessHR platform.
- 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.
- 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.
- The Parties 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 agreement in such a way as not to breach or to cause the other party to breach any of its applicable obligations under NDPR.
- SeamlessHR shall maintain administrative, physical, and technical safeguards for protection of the service, and the security of data exposed, exchanged or uploaded by Subscriber by virtue of this Agreement.
- 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 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 law. In no event shall SeamlessHR be responsible or liable for Subscriber’s failure to comply with applicable law in connection with use of the service.
- 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 use the service, and any statements made by SeamlessHR to the Subscriber shall not constitute legal advice.
- 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 authorized user of the service.
- Any provision of this agreement that 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
- 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, 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.
- 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.
- Governing Law and Dispute Resolution
- This Agreement shall be governed by and construed according to the laws of the Federal Republic of Nigeria.
- Customer’s satisfaction is an important objective to SeamlessHR in performing its obligations under this Agreement. Accordingly, where a dispute arises between parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) 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.
- If, within fifteen (15) 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.
- 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.
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Significant impact on client’s systems, resulting in Client’s system being either down, or functioning at a significantly reduced capacity
Inability to log into the system.
Server downtime not due to system maintenance.
Inability to run payroll
Response and diagnosis within 1 hour of receipt.
Resolution within 8 hours of receipt.
Significant impact on a system resulting in functionality loss on a Client’s system.
Inability to use a function that is central to multiple modules on the system, e.g., Paygrades, Contracts, Notifications, etc.
Error messages while trying to access some functionality.
Initial response and diagnosis start within:
2 hours of receipt of complaint.
48 hours after notification.
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, e.g, KPI not saving.
Response and diagnosis starts within: 4 hours of receipt of complaint
Resolution within: 72 hours after notification.
For non-production questions including general usage questions, issues related to a nonproduction 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 start within: 4 hours of receipt of the complaint.
Resolution within: 10 business days after notification.
When SeamlessHR Service is unavailable, or material System or API outages or defects are detected, the Subscriber will report the issue to SeamlessHR via raising an online ticket, emailing [email protected] or call +2348167134495.