Terms of Service

BACKGROUND

1. SeamlessHR is a technology service company with core expertise in providing integrated technology and solutions for both public and private sector organizations.
2. The following describes the terms and conditions on which SeamlessHR grants a Subscriber non-exclusive access to its Software solution.
3. c. By using any of SeamlessHR’s Software solutions, the Subscriber agrees to be bound by these Terms and Conditions (T&C). SeamlessHR may modify this T&C from time to time. If SeamlessHR makes material changes to the T&C, SeamlessHR will provide the Subscriber with notice through its Services, or by other means, to avail the Subscriber the opportunity to review the changes. Parties agree that changes cannot be retrospective. The Subscriber’s continued use of SeamlessHR’s Services after SeamlessHR publishes or sends a notice about changes to these terms means that the Subscriber or Authorized Users are consenting to the updated terms as of their effective date.

1. DEFINITIONS

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

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

1.3. “Applicable Law”: means the laws, rules, and regulations applicable to SeamlessHR as indicated in clause 24 below.

1.4. “Authorized Users”: means those persons or end users, authorized by the Subscriber or on the Subscriber’s behalf to access the Software. An Authorized User must be an employee or management of the Subscriber.

1.5. “Customization Fee”: means any sum paid in addition to the Subscription Fee for added customization and features tailor-suited to Subscriber needs.

1.6. “Fees”: means the totality of all fees payable by the Subscriber to SeamlessHR.

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

1.8. “Integration Fee”: means a one-time, non-refundable fee paid by the Subscriber to SeamlessHR to cover the costs associated with incorporating the Subscriber’s infrastructure or third-party APIs into the Software.

1.9. “Linked Sites” includes all third-party sites that may be linked to SeamlessHR’s Software.

1.10. “Minutes, Hours, and Days”: all references to minutes, hours, and days in this T&C means working minutes/hours/days as the case may be.

1.11. “Notice/Written Notice/ Notice in Writing” means communication under or in connection with the use of SeamlessHR’s Software.

1.12. “Parties”: means both SeamlessHR and the Subscriber.

1.13. “Party”: means either SeamlessHR or the Subscriber

1.14. “Reseller” or “Distributor” means any entity duly licensed and authorized to resell SeamlessHR’s Services.

1.15. “SeamlessHR”: means the entity within SeamlessHR Group; that invoices the Subscriber directly where Services are purchased by the Subscriber directly from SeamlessHR; or that invoices the Reseller or Distributor reselling SeamlessHR’s services to the Subscriber where the Services are purchased through a Reseller or Distributor.

The SeamlessHR entity will be indicated in the invoice issued by SeamlessHR to the Subscriber, Reseller, or Distributor as the case may be.

1.16. “SeamlessHR Ghana” means The Seamless Ltd.

1.17. “SeamlessHR Group” means/consists of SeamlessHR Ghana, Seamless Kenya, SeamlessHR Nigeria and SeamlessHR South Africa.

1.18. “SeamlessHR Kenya” means Seamless Human Resources Management Technology Ltd.

1.19. “SeamlessHR Nigeria” means SeamlessHR.Com Ltd.

1.20. “SeamlessHR South Africa” means The Seamless Company.

1.21. “Security Program” means SeamlessHR’s information security management program.

1.22. “Service”/ “Services”: include as applicable any application, cloud solution services, development, module, product, product improvement, program, owned and provided by SeamlessHR.

1.23. “Service Period”: means the duration of the Subscriber’s active or paid access to the Software.

1.24. “Software”: means any of SeamlessHR’s software solutions or Services.

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

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

1.27. “Subscriber’s Content”: means all employee data, text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material in any format, provided by the Subscriber on the Software.

1.28. “T&C”: means these Terms and Conditions of Service.

1.29. “Third Party Services”: means the solutions, products, or services provided to the Subscriber by individuals or entities other than SeamlessHR.

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

2. RIGHTS GRANTED

2.1. For the duration of the Service Period and subject to payment of the fees for the applicable Service(s), the Subscriber is granted a non-exclusive, non-assignable right to access and use SeamlessHR’ s Service(s) solely for the Subscriber’s internal business operations and subject to this T&C.

2.2. The Subscriber may allow Authorized Users to access the Software under its license, however, the Subscriber is responsible for such Authorized User’s act, omission, and compliance with this T&C.

2.3. The Subscriber agrees to use the Service in compliance with Applicable Laws and such other laws or regulations that apply to the Subscriber’s operation.

3. OWNERSHIP AND RESTRICTIONS

3.1. The Subscriber shall retain all ownership and intellectual property rights in all Subscriber’s Content uploaded on the Software. 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.

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, nor 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 Authorized 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;
   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; or
   7. commercialize in any way, nor grant access to any third party without written consent from SeamlessHR.

4. 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 right, title, and ownership interest in and to all the Subscriber’s Content uploaded on the Software. SeamlessHR has no right, title, or interest in any personally identifiable information contained in the Subscriber’s data.
4.3. Parties acknowledge that SeamlessHR may sometimes request feedback and recommendations from users to improve service delivery and support. The Subscriber agrees that any feedback, suggestions, or recommendations provided to SeamlessHR shall be deemed non-confidential and free use. The Subscriber grants SeamlessHR full rights to use, modify, and incorporate such feedback into its products, services, and processes without any obligation, including compensation, to the Subscriber. The Subscriber further waives any rights or claims to the feedback provided.

5. TERM

5.1. This T&C shall remain in effect provided the Subscriber maintains a paid subscription to SeamlessHR’s Service(s).

5.2. Upon payment of the Subscription Fee, 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 initial Service Period as stated in the Invoice.

5.3. At the expiration of the initial Service Period or any subsequent renewals, the Subscription shall be automatically renewed for a period of one year unless either Party gives the other written notice of non-renewal at least 24 hours before the expiration of the Service Period. The Subscriber may send its notice of non-renewal to support@seamlesshr.com.

6. TERMINATION

6.1. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate the Subscription and this T&C immediately without liability to the other if:

• 1. the other Party commits a breach of any of the terms of this T&C and (if such a breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach;
  2. an order is made, or a resolution is passed for the winding up of the other Party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other Party;
  3. an order is made for the appointment of an administrator to manage the affairs, business, and property of the other Party; or
  4. a receiver is appointed over any of the other Party’s assets or undertaking; or
  5. the other Party ceases or threatens to cease to trade.

6.2. SeamlessHR also reserves the right to terminate the Subscriber’s access to the Software where the Subscriber, Reseller, or Distributor (as the case may be) fails to pay the Fees due to SeamlessHR as indicated in the respective invoice within 30 (thirty) days of the Fees becoming due and payable.

6.3. Additionally, SeamlessHR reserves the right to suspend the Subscriber’s access to the Software if SeamlessHR 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.

6.4. In the extraordinary case that SeamlessHR must suspend the Subscriber’s access, SeamlessHR shall immediately notify the Subscriber of the suspension and the Parties shall diligently attempt to resolve the issue.

6.5. The termination of this T&C will not relieve the Subscriber from its obligation to pay SeamlessHR any fees stated in the applicable invoice. If the Subscriber terminates this T&C because of SeamlessHR’s uncured breach, SeamlessHR will refund a pro-rata share of any pre-paid fees under the applicable invoice in accordance with its Refund Policy.

6.6. On effective termination of this T&C, the 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 ninety (90) days after the end of the applicable Service Period, SeamlessHR will make the Subscriber’s Content available for retrieval. At the end of such a 90-day period, and except as may be required or permitted by law, SeamlessHR will delete the Subscriber’s Content in line with SeamlessHR’s Security Program.

7. IMPLEMENTATION

7.1. The Software and its features are implemented as built. If the Subscriber requests a customization to existing features or processes, SeamlessHR shall assess its feasibility, considering the scope and impact on the Software and other Subscribers. Customizations may 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.

7.2. On receipt of the Fee from the Subscriber in line with the Invoice, SeamlessHR or/and the Reseller (as the case may be) shall deploy support staff to commence setup, technical implementation, and onboarding training on the Software. The implementation will be concluded within the timelines agreed upon by the Parties.

7.3. 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 Service Period shall be deemed to commence upon expiration of the notice period.

8. PAYMENT TERMS

8.1. The Subscriber shall pay the Subscription Fee as agreed by the Parties and contained in the applicable Invoice. The Subscriber’s purchases are non-cancelable and payment for Services is non-refundable, except as otherwise stated in this T&C.

8.2. 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.

8.3. If within a Service Period, the Authorized Users exceeds the number stated in the Invoice, the Subscriber shall pay a fee for each additional Authorized User on a pro-rata rate mutually discussed, starting from the month the additional Authorized Users was onboarded to the Software.

8.4. If the Subscriber requests a Service or specification not outlined in the Invoice, SeamlessHR shall, upon receipt of the change request, notify the Subscriber of the timeline and cost for providing the additional Service or specification. The additional Service or specification will be delivered within the agreed timeline, subject to payment of the applicable fees.

8.5. For subsequent Service Periods, SeamlessHR may review the Subscription Fee or introduce new charges or fees, however, at least 2-month prior notice will be issued before implementation and a window of opportunity to discuss the price change.

8.6. 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.

8.7. If taxes are required to be withheld on payments made by the Subscriber to SeamlessHR in accordance with the tax laws applicable in the country of residence of the Subscriber, the Subscriber shall have the right to withhold from any payment due to SeamlessHR, such amount of money as may be required to be withheld by the appropriate taxing authority. However, the Subscriber shall take all measures in accordance with prevailing legislation in the Subscriber’s country of residence and/or applicable international laws or regulations, for the avoidance of double taxation. If required, to get a reduction of withholding tax or an exemption from withholding tax, the Subscriber shall request any necessary documentation or forms to be completed by SeamlessHR.

8.8. Where tax is withheld from payment due to SeamlessHR, the Subscriber shall supply SeamlessHR with a valid withholding tax certificate without delay and any other relevant documentation required as soon as this is available. Any balance outstanding will remain collectible until the necessary tax certificate/documentation is provided to SeamlessHR.

9. SUPPORT

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

9.2. SeamlessHR’s hours for basic support are 7:00 a.m. to 9:00 p.m. (a. West African Time) on weekdays, in English language via online ticketing, telephone calls, email and in-app chat. However, special arrangements may be made for the provision of weekend support as the need arises.

9.3. 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.

9.4. 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.

9.5. During the Service Period, the Subscriber will have access to the knowledge base for SeamlessHR’s subscribers and may participate in any free training session as may be organized by SeamlessHR from time to time. Where the Subscriber requires additional training sessions other than the online onboarding training session or free training sessions organized by SeamlessHR, the Subscriber may be required to pay a fee as may be agreed by Parties.

10. SERVICE RESPONSE TIMELINES

10.1. SeamlessHR shall undertake all reasonable steps to provide the Service to meet or exceed its standard service response timeline annexed at the end of this T&C.

10.2. 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.

11. ADDITIONAL BENEFITS & SERVICES

By virtue of subscribing to SeamlessHR’s 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 SeamlessHR from time to time. These include the;

11.1.1. SeamlessHR Partner Program, which enables eligible persons to participate, earn and receive rebate or commission for successful leads or referrals under SeamlessHR’s Partner Program.

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

12. INDEMNIFICATION

12.1. Indemnification by SeamlessHR: SeamlessHR agrees to indemnify and hold the Subscriber harmless from direct claims, liabilities, or damages arising from SeamlessHR’s breach of this T&Cs, third-party claims related to its products or services, or acts of negligence or misconduct. This indemnity covers legal fees and costs and is subject to the Subscriber providing prompt notice to SeamlessHR of any claim, allowing SeamlessHR to control the defense and settlement, with the Subscriber’s full cooperation.

12.1.2. Indemnification by Subscriber: The Subscriber agrees to indemnify and hold SeamlessHR harmless from any claims, liabilities, or damages arising from the misuse of SeamlessHR’s services, data inaccuracies, breach of this T&C, negligence, or third-party claims related to the Subscriber Content or the Subscriber’s use of the platform.

12.1.3. Notwithstanding the provisions above, SeamlessHR’s liability to the Subscriber and its affiliates for all claims arising out of or by reason of 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.

13. THIRD-PARTY SERVICES AND LINKS

13.1. The Software may allow for access to Third-Party Services or Linked Sites. Such Third-Party Services or Linked Sites are provided solely as a convenience and with no warranties from SeamlessHR. SeamlessHR will not be responsible for and does not endorse such Third-Party Services or Linked Sites. The Subscriber is at liberty to make its independent judgment regarding its interaction with or use of such Third-party Services or Linked Sites.

13.2. Third-party Services or Linked Sites are subject to the terms and conditions set by their respective providers. The Subscriber is solely responsible for the use of these Third-party Services or Linked Sites and is encouraged to review and accept all applicable terms prior to use.

13.3. SeamlessHR is independent of Third-party Services providers and assumes no liability for the performance of their services or the refund of any fees paid to them.

14. DATA PROTECTION AND CONFIDENTIALITY

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

14.2. 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 or Authorized Users to SeamlessHR’s software.

14.3. The Subscriber’s Content shall be processed in accordance with SeamlessHR’s Privacy and Security Policy.

14.4. The Parties agree that the Subscriber is the Data Controller with respect to Personal Data contained in the Subscriber’s Content. As a Data Controller, the Subscriber has the sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Subscriber’s Content.

14.5. The Subscriber warrant and represent that:

1. the Subscriber will comply with and will ensure that its instructions for the processing of Subscriber’s Content will comply with the applicable data protection law;
2. the Subscriber is duly authorized to disclose any Subscriber’s Content disclosed or otherwise provided to SeamlessHR;
3. The Subscriber will where necessary, and in accordance with the applicable data protection laws, obtain all necessary consents and rights and provide all necessary information and notices to data subjects in order for;

1. 1. The Subscriber to disclose personal data to SeamlessHR; and
   2. SeamlessHR to process the personal data shared by the Subscriber for the purposes set out in this T&C.

14.6. 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.

14.7. Each Party shall comply at all times with its respective obligations under the provisions of the Applicable Law and shall not perform its obligations under this T&C in such a way as to breach any of its obligations under Applicable Law.

14.8. Subject to the above provision, SeamlessHR 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 SeamlessHR’s services for the purposes of;

1. analyzing, improving, and/or developing SeamlessHR’s services;
2. delivering advertising, marketing (including in-product messaging), or information to the Subscriber and Authorized Users; and
3. developing and providing new and existing functionality and services (including statistical analysis, benchmarking and forecasting services) to the Subscriber and other SeamlessHR customers.

14.9. Each Party agrees to treat as confidential all information received from the other Party in connection with this T&C that is either marked as confidential or would reasonably be considered confidential due to the nature of the information (“Confidential Information”).

14.10. Each Party agrees to use the Confidential Information solely for the purposes of fulfilling its obligations under this T&C and to protect the confidentiality of such information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

14.11. Nevertheless, Confidential Information shall not include information that:

1. Was publicly available at the time of disclosure or becomes publicly available through no fault of the receiving Party;
2. Is disclosed to the receiving Party by a third party lawfully in possession of such information without restriction; or
3. Is independently developed by the receiving Party without reference to the Confidential Information of the disclosing Party.

14.12. In the event that either Party is required by law, regulation, or court order to disclose any Confidential Information, it shall promptly notify the other Party and cooperate with the other Party in seeking a protective order or other appropriate remedy.

15. PUBLICITY

SeamlessHR may display the 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.

16. SUB-CONTRACTORS

Parties agree that SeamlessHR has the general authority to engage third parties, partners, agents or service providers, including its Affiliates as may be required by SeamlessHR for its operations or performance of the Services (“Approved Sub-Contractors”). Provided that where an Approved Sub-Contractor is involved in the processing of the Subscriber’s Content, SeamlessHR will ensure that the same data protection obligations set out in this T&C shall be imposed on that sub-contractor.

17. 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 Authorized User’s 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.

18. DISCLAIMERS

18.1. 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.

18.2. 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 authorized user of the Service.

18.3. 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, 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.

19. NOTICES

Any notice given in line with this T&C 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 Subscription, or such other address as may be communicated by the relevant Party to the other Party from time to time. Provided that SeamlessHR may also notify the Subscriber of product updates, additional services or changes to this T&C through in-app notification.

20. SEVERABILITY

Any provision of this T&C 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.

21. ENTIRE AGREEMENT

This T&C and the invoice constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements.

22. 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 labor problems, or any other cause beyond its reasonable control.

23. ASSIGNMENT

23.1. Except as provided below, neither Party shall assign, subcontract, delegate, or otherwise transfer 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.

23.2. SeamlessHR may assign its rights and obligations in this T&C 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 Subscriber but upon written notice. This T&C shall be binding upon the Parties and their respective successors and permitted assigns.

23.3. If after the termination of this T&C, certain Fees or amounts remain due and payable by the Subscriber to SeamlessHR, SeamlessHR may assign or transfer the receivables to a third party. Parties agree that a third party to whom receivables are assigned shall have the right to take necessary steps for the recovery of such receivables.

24. GOVERNING LAW AND DISPUTE RESOLUTION

24.1. This T&C and any disputes arising thereof shall be governed by and construed according to the Applicable Law.

24.2. Customer satisfaction is an important objective to SeamlessHR in performing its obligations under this T&C. Accordingly, where a dispute arises between Parties relating to the interpretation or performance of this T&C, the Parties agree to hold a meeting within fourteen (14) days of a 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.

24.3. If, within seven (7) days after such meeting, the Parties have not succeeded in resolving the dispute, either Party may protect its interests by resorting to mediation presided over by a mediator appointed by the branch of the Chartered Institute of Arbitrators (UK) in the country in which the applicable SeamlessHR entity is domiciled. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the Parties.

24.4. If Parties are unable to resolve the dispute within thirty (30) days of the dispute arising, the Parties hereby consent to the jurisdiction of the competent courts of the country in which applicable SeamlessHR entity is domiciled for the purpose of any action or proceeding brought by either of them in connection with this T&C. For clarity, the Applicable Laws and courts are detailed in the table below.

24.5. This Clause 24 shall survive the termination of this T&C and shall accordingly apply at all times to disputes and differences of opinion existing or arising between the Parties concerning this T&C or any matter under this T&C.

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.