Terms of service
Terms of use
Last Updated: January 16, 2025
Background
SeamlessHR’s Embedded Finance Platforms are provided by SeamlessHR (“we”/ “us”/ “our”) and governed by the following Terms and Conditions (“T&C”).
By accessing SeamlessHR’s Embedded Finance Platforms (“Platforms”) and/or any product available thereon, you confirm that you have read and understood these T&Cs and SeamlessHR’s policies including our Privacy Policy, Information Security Policy and such other Policies as we may publish from time to time, and that you agree to be bound by them. If you do not accept the terms of this T&C, do not access or use the Platforms, website or any listed Product.
1.0. Definition
(a) Advance: means any amount provided to you through the financial solutions accessible or available on the Platforms.
(b) Agreement: refers to any contract or terms other than these T&Cs, executed between you and us or accepted by you for the provision of services or solutions through the Platforms. This may include product specific terms, conditions, or requirements as may be communicated to you by us from time to time.
(c) Compensation: includes but is not limited to Employee’ salary, wages, commission, benefits, severance pay, bonuses, terminal benefits, and other entitlements.
(d) Employee: means any individual registered by you as your employee on Seamless Payroll and/or the Platforms.
(e) Employee Information: includes but is not limited to Employee’s payroll history, remuneration, benefits, employment status, and any relevant employment detail such as promotions, planned or anticipated terminations, or other employment changes.
(f) Financial Partners: means financial or credit institution providing or backing the products and services offered on the Platforms.
(g) Loan Offer: means the terms on which Advances are provided by our Financial Partners to an individual or business using any of SeamlessHR’s Platforms.
(h) Platforms: mean SeamlessHR’s Embedded Finance Platforms as may be available from time to time.
(i) Parties: means you and SeamlessHR.
(j) Party: means you and SeamlessHR.
(k) Personal Data: shall have the meaning provided under applicable laws.
(l) Products: includes, but is not limited to, Salary Assurance/Payroll Financing, and such other products or services as may be available on the Platforms from time to time.
(m) SeamlessHR Ghana: means The Seamless Ltd.
(n) SeamlessHR Kenya: means Seamless Human Resources Management Technology Ltd.
(o) SeamlessHR Nigeria: means SeamlessHR.Com Ltd.
(p) SeamlessHR South Africa: means The Seamless Company.
(q) SeamlessPayroll/BreezePayer: means SeamlessHR’s one-stop solution for managing payroll, remittance of periodic or statutory fees, among other things.
(r) Service: means access to and management of financial services and Products available on the Platforms.
(s) Third-party/ Third Parties: means any person or entity (including Financial Partners) other than SeamlessHR.
(t) Third-Party Products: includes all third-party services integrated into or provided through the Platforms to You.
(u) You: means an Employer, business, or corporate entity utilizing financial services and solutions available on the Platforms including SeamlessPayroll. Where the context so permits, this may include its assigns and representatives.
2.0. The Service
The Platforms provide you with convenient and easy access to a variety of financial products deployed by our Financial Partners. The Platforms also allows you and our Financial Partners to efficiently manage your use of these Products and services, creating a seamless experience for all parties involved.
3.0. Eligibility
- To be eligible to access the Products offered through the Platforms, you must meet the following criteria:
- You must be duly registered and incorporated under the laws of the jurisdiction you operate.
- You must be an active user of Seamless Payroll.
- Your use of this Service must not be unlawful within your jurisdiction.
- Your access to the Platforms and/or its Products must not have been previously terminated.
- SeamlessHR and/or its Financial Partners may impose additional eligibility criteria or requirements for specific Products available on the Platforms. These criteria will be clearly communicated to you where applicable. Upon request, SeamlessHR will provide guidance and detailed information on any specific requirements you need to meet to qualify to access these products or services.
4.0. Account
4.1. To access any product on the Platforms, you are required to create an Account. This initial onboarding process is a requirement that must be completed before your Employees can create their own Employee Accounts or access any credit or financing products on SeamlessHR’s Platforms.
4.2 We reserve the right to refuse or approve the creation of any Account by any of you or your Employees.
4.3. To create and maintain an Account, you must:
- Use your corporate email address.
- Provide us with accurate and up-to-date information as may be requested; and
- Update information provided to us from time to time to ensure that it remain accurate, current, and complete.
4.4. You represent and warrant that you have the legal rights to share any information you provide and that sharing such information does not violate any privacy rights, proprietary rights, or applicable laws and regulations.
4.5. For the purpose of facilitating the provision of Services to you, you may be required to create and maintain a bank account with a designated financial institution as we may specify from time to time.
4.6. The Platforms may be accessible to your Employees through web app, mobile app, USSD, or manual channels as may be provided from time to time.
5.0. License and Usage
5.1. Upon successfully creating an Account, subject to these T&C and any other Agreement, you will be granted a limited, non-transferable, and revocable license to access and use the Platforms, Products, or Services available therein, as applicable.
5.2. Access to any Product on the Platforms is subject to your submission of individual applications. Each application will be considered on its own merits and evaluated based on the eligibility criteria peculiar to the respective Product. Approval to access any Product or Service is not guaranteed and shall be determined by the relevant Financial Partner or SeamlessHR, as the case may be.
5.3. This license may be revoked at any time if you fail to meet the required conditions or violate any applicable terms.
6.0. Sub-Contractors
You agree that we may engage third-party partners, agents, service providers, or Affiliates (“Approved Sub-Contractors”) to support SeamlessHR by providing related or ancillary services. These Approved Sub-Contractors will be required to adhere to privacy and data protection standards comparable to those outlined in this T&C.
7.0. Third-party Content, Links and Services
You acknowledge that:
- the Platforms and its Products may contain third-party content, links, solutions and services which may be subject to the applicable third-party fees, terms, conditions and other policies; and
- the Platforms and its Products may also import or export data to or from third party partners.
7.2. These third-party links are provided merely as a convenience and we make no representation, warranty, or commitment and shall have no liability or obligation whatsoever in relation to your use of third-party content, links, solutions and services, including services delivered by our Financial Partners through the Platforms.
7.3. By using third-party content, links, solutions, and services, including those offered by our Financial Partners through the Platforms, you confirm the following:
- You have read and agreed to the terms of use governing these third-party services, content, and links.
- Your use of third-party content, links, solutions, and services, including those provided by our Financial Partners, is entirely at your own risk.
- without limitation, you agree to defend, indemnify, and hold SeamlessHR harmless from any third-party claims directly or indirectly arising from or related to your use of any integrations.
- You authorize SeamlessHR to share any necessary documents and information regarding you, your business, and your Employees with the applicable Financial Partner or third-party service provider. This may include but is not limited to, your payroll information, bank account details, your Employees’ bank account information, and any additional information requested by the Financial Partner or service provider in relation to the service it is using.
7.4. By authorizing SeamlessHR to share your information with Financial Partners or third parties as needed for the use of services or products, you waive and release SeamlessHR, its directors, officers, and employees from any claims arising from the use or handling of that information by the Financial Partner or third party.
8.0. Your Responsibilities
8.1. You are obligated to provide SeamlessHR with accurate, up-to-date data, and complete information regarding your payroll history and other Employee Information. This information is crucial for the provision of the Products and Services to you and your Employees. You understand and acknowledge that any delay or inaccuracy in providing this information may impact the availability and accuracy of the Services. You therefore undertake to timely submit required information and rectify any changes in such information.
8.2. You acknowledge that you are the Data Controller for any data you provide to us. As a Data Controller, you bear sole responsibility for ensuring the legality, reliability, integrity, accuracy, and quality of all data you share with us.
8.3. You are responsible for ensuring that your Employees are fully informed about how their Personal Data will be used in relation to the services provided by SeamlessHR and its Financial Partners. This includes obtaining any necessary consent from your Employees to allow SeamlessHR to process their data for the purpose of delivering financial products.
8.4. You understand that your access and the access of your Employees to the Platforms is contingent on your active and continuous use of SeamlessPayroll. If you fail to complete payroll processing using SeamlessPayroll by the 10th day of the month following the payroll period, your access, along with your Employees’ access to the Platforms and its Products shall be temporarily suspended. This suspension will be lifted once you resume payroll processing, and all outstanding payroll is fully processed.
8.5. You and SeamlessHR shall promptly notify each other of any risks posed to data that has been identified, any data compromises, and safeguards established by it to mitigate the impact of the risks.
8.6. Except as provided herein, you shall not assign, subcontract, delegate, or otherwise transfer any of your right or obligations accruing from this T&C or any Agreement without obtaining our prior written consent. All outstanding rights and obligations shall be binding upon you and your respective successors and permitted assigns.
8.7. You acknowledge the critical role of timely and accurate information in facilitating the recovery of any outstanding amounts owed by your Employees for Services accessed through the Platforms.
8.7.1. You therefore agree to promptly inform us of any event that may impact the recovery process. Such events include, but are not limited to:
- Changes in payroll information: This includes any adjustments to an Employee’s compensation, such as those resulting from disciplinary actions or deductions related to advances provided by you (e.g., car or housing loans) or deduction pursuant to applicable law or a court order.
- Employee Exit: This includes resignation, dismissal, termination, layoff, or the death of an Employee.
- Legal Proceedings: This includes information you become aware of in connection with any civil or criminal proceedings instituted by third parties against an Employee due to dishonest or fraudulent practices.
- Corporate Reorganization: This includes mergers, acquisitions, or any other form of corporate restructuring involving your organisation.
- Discontinuation of Seamless Payroll: Your decision to cease using Seamless Payroll.
8.7.2. Except in cases of Employee resignation, dismissal, or death, you shall endeavour to provide SeamlessHR a minimum of one month’s written notice of the occurrence or likelihood of the occurrence of any of the events outlined in the preceding subparagraphs. Failure to provide this notice may result in the suspension or termination of your access and your employees’ access to the platform, at SeamlessHR’s discretion. In the event of termination, all outstanding obligations related to loans, advances, or your use of the Platforms will become immediately due, with any loans payable upon termination.
8.8. You will not be held liable for any loan, financial product, or service accessed by your employee through the Platforms, and you will not be deemed an obligor or held responsible for any loan or financial service provided to your employees, as all liability and obligations related to such loans rest solely with the respective employee. However, you acknowledge and agree to provide reasonable cooperation and assistance to SeamlessHR and its financial partners in recovering any outstanding fees, loan amounts, or sums owed by your employees. This cooperation may include, but is not limited to:
- Providing necessary Employee Information to SeamlessHR or the relevant Financial Partner to facilitate the recovery of outstanding amounts, including but not limited to confirming the Employee’s payroll status, Compensation and any other pertinent employment details;
- Cooperating with SeamlessHR or the Financial Partner in facilitating direct communication between the Employee and the Financial Partner regarding any outstanding payments or debts;
- Assisting, where possible, in providing information on a former Employee’s current place of employment and other relevant details.
8.9. We may display your company name and logo in our marketing materials and on our public website. Such publication can be taken down or deleted on your written request.
9.0. Representations and Warranties
You represent and warrant that:
- You will comply with all applicable data protection laws, regulations and measures;
- You will ensure that all instructions you provide for the processing of Personal Data are fully compliant with applicable laws;
- You are authorised to disclose Personal Data and Employee Information to SeamlessHR, and such disclosure does not violate any privacy rights, contractual agreements, or applicable laws;
- You will, where necessary and in compliance with data protection laws, obtain all required consents and provide the necessary notifications to your Employees regarding the sharing of their Personal Data. These include informing them that their data will be processed by SeamlessHR and its Financial Partners to provide the financial products and services available through the Platforms;
- You are responsible for obtaining any required approvals from other stakeholders to share such data.
10.0. Terms of Use for Loan Products
In accessing any loan Product,
10.1. You undertake and agree to provide SeamlessHR and its Financial Partners with accurate, up-to-date, and complete corporate and financial information about your organization, including details of any subsisting loan, as may be requested.
10.2. You are responsible for obtaining all corporate approvals and authorization necessary to access any credit or financial solution on the Platforms such as Payroll Financing.
10.3. To secure the performance of your obligations under any Advance made to you through the Platforms, you pledge and grant SeamlessHR a first-ranking floating charge on all rights, title, and interest in all your present and future tangible and intangible assets until the full performance and discharge of your obligations under such an Advance.
10.4. Certain loan products may require insurance coverage alongside the loan. You are responsible for the cost of any insurance obtained to secure the loan granted to you through the Platforms, as detailed in the Loan Offer or Agreement issued by our Financial Partner. Additionally, you authorize us to obtain insurance coverage on your behalf and you irrevocably authorize the insurance provider to recognize our Financial Partner as the primary beneficiary (first loss payee) of any claims made. Our Financial Partner is entitled to apply any insurance payout towards settling its outstanding exposure. After the exposure is liquidated, any remaining balance from the claim will be made available to you.
10.5. You agree and understand that all costs and expenses incurred in relation to the recovery of any loan or Advance made to you, including those incidental to such recovery, will be borne by you. Consequently, you will reimburse our Financial Partner and/or SeamlessHR for all reasonable costs and out-of-pocket expenses incurred due to your default in repayment or in enforcing the terms and conditions of The Loan Offer, including but not limited to legal fees, collection commissions, and other related charges
11.0. Other Commitments
11.1. You agree to:
- Cooperate with us and provide all necessary information reasonably required to support the development and optimization of the Platforms and its Products.
- Keep your Account details, including login credentials, confidential and secure. You must not share these details or allow others use their account. Any access to your Account using your credentials will be deemed authorized by you.
- Assume full responsibility for all activities and transactions carried out through your Account. You acknowledge that by using the Platforms and its associated Products, you do so at your own risk. SeamlessHR makes no guarantee regarding the approval or performance of any Product offered by its Financial Partners. It is your responsibility to ensure that you fully understand the terms and conditions of any product you apply for including terms of the Loan Offer and how to manage your financial obligations responsibly.
- Notify us immediately you become aware of any unauthorised access to your Account.
- Ensure that that your use of the Platforms and the financial services complies with all applicable laws, regulations, and guidelines. You must also ensure that any information or documentation you provide does not violate any privacy laws, contractual agreements, or third-party rights.
11.2. With your Employee’s authorization, provided through acceptance of the terms in the loan offer issued to them, you authorize the deduction of any outstanding amounts owed by your Employees, including upon termination, from their Compensation processed via SeamlessPayroll. All deductions will follow the repayment terms specified in the loan offer with the respective employee.
11.3. If any issue or dispute arise in connection with the Products you have accessed through the Platforms, you agrees to cooperate fully with SeamlessHR and the relevant Financial Partners to resolve such matters. This may include providing additional documentation, responding to inquiries, or engaging in dispute resolution processes as required by the Financial Partners.
11.4. You are fully responsible for fulfilling any financial obligation related to the Products or Services you access on the Platforms. This includes making timely payments on loans, maintaining sufficient funds, and adhering to the repayment terms set by the Financial Partners. Your failure to meet your financial obligations may result in penalties, interest charges, or suspension of access to services.
11.5. If you are credited with an unauthorised or unrequested Advance, or an Advance in excess of your request or application through the Platforms, or if a deduction that should have been made was not processed, you agree to promptly notify us and hereby authorizes the reversal or deduction of the unauthorised or excess amount from your designated account. You further agree to authorize us, upon request, to make such deductions. If your account balance is insufficient to cover unauthorised or unrequested Advance or the excess amount, you agree that we may deduct the available amount and recover the remaining balance of the unauthorised or unrequested Advance or the excess amount from any of your linked accounts. This does not prejudice any other remedies available to us under these T&Cs or the law. If we suspect that the unauthorised or unrequested Advance or excess credit was part of a fraudulent scheme, we may terminate your access to the Platforms and pursue all legal remedies available.
12.0. Restrictions on Use Applicable to You
You shall not:
12.1. use the Platforms and/or its Products for fraudulent or illegal purposes;
12.2. access the Platforms and/or its Products by impersonating any person or any entity;
12.3. reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the components of the Platforms or its Applications. You shall not obtain or use such code, nor allow the Platforms or its Products to be used to provide data management or processing services for third parties;
12.4. reproduce all or any portion of the Platforms or its Products (except as expressly permitted herein) or any accompanying documentation, or modify the Platforms or its Products;
12.5. rent, lease, loan, or sell access the Platforms or its Products to any third party without our consent;
12.6. access the Platforms or its Products in order to build or create a derivative, competitive service or copy features, functions or graphics of the Platforms or its Products or;
12.7. introduce software or automated agents or scripts to the Platforms or its Products to produce multiple accounts, generate automated searches, requests, and queries, or to strip or mine data from the Service;
12.8. commercialize in any way, nor grant access to any third party without our written consent.
13.0. Pricing and Fees
13.1. The pricing and fees for the various Products available on the Platforms may vary depending on the type of Product and the relevant Financial Partner. You will be informed of the applicable fees and pricing for each Product prior to the authorisation of your request to assess such product. By choosing to use a Product, you agree to pay all applicable fees charged by SeamlessHR, its Financial Partners, or third parties in connection with the Product. By proceeding with the transaction, you consent to all applicable fees.
13.2. You are solely responsible for paying and remitting all taxes associated with your use of the Platforms and/or any Products available on it, as required by applicable law. All fees quoted are exclusive of tax unless expressly stated otherwise. Where necessary, SeamlessHR may deduct the relevant taxes from the fees paid by you.
13.3. We reserve the right to periodically review and adjust applicable fees. However, all transactions will be subject to the fees disclosed at the time each transaction is completed. No changes in applicable fees shall apply retrospectively to transactions already completed.
14.0. Credit Information
You hereby agree that we or our Financial Partners, may at our sole discretion, as we consider appropriate, give to and receive from credit bureaus, reference agencies whether based locally or abroad, financial institutions, regulatory/law enforcement agencies, and relevant third parties credit information about them, including information on your conduct in respect of the repayment of any loan granted to you for the purpose of assisting them and/or Financial Partners in making decisions on Advances to you.
15.0. Intellectual Property Rights
The Platforms, its content (excluding User’s data), and any APIs, interfaces, features, and functionalities thereof are and will remain the exclusive property of SeamlessHR and our third-party licensors (as the case may be). All elements of the Platforms and its Products are protected by intellectual property laws and all rights, except as expressly provided in this T&C, is reserved by SeamlessHR.
16.0. Data Protection
16.1. We will comply with all data protection laws, policies, and procedures, which are applicable to our business and as may be in force from time to time.
16.2. We shall take appropriate, technical and organizational measures to prevent the loss, damage, unauthorized use or unauthorized destruction of, and unlawful access to, data you upload to the Platforms.
16.3. Subject to the provisions of this T&C, we may record, retain, and use the aggregated, anonymous, and non-identifiable data provided by you or pertaining to their use of the Platforms for the purposes of;
- analyzing, improving, and/or developing our services;
- delivering advertising, marketing (including in-product messaging), or information to you; and
- developing and providing new and existing functionality and services (including statistical analysis, benchmarking and forecasting services) to you and other SeamlessHR customers.
17.0. Disclaimer
17.1. The Platforms and the Products are provided “as is”, and to the fullest extent permitted by law, neither SeamlessHR nor our Financial Partners, agents, affiliates, or suppliers, make any warranty of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, and non-infringement. No statement or information, whether oral or written, obtained from us by any means shall create any warranty not expressly and explicitly outlined in the terms. In no circumstance will we be liable for any loss or damage, resulting from your use of the Platforms or the Products.
17.2. Certain factors may impact your use of the Platforms and/or the Products and may result in failure of access including but not limited to: local network, firewall, pop-up blocker, internet service provider, the public internet, downtime of third-party solutions, the public switched telephone network and power supply. Notwithstanding any provision in this T&C or any Agreement, we 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 we have 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.
17.3. SeamlessHR is not a financial institution, neither do we provide legal or tax advisory services. All financial solutions deployed through the Platforms are provided in partnership with licensed third-party Financial Partners.
18.0. Indemnity
18.1. To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless us, our affiliates, directors, officers, and employees from any losses, penalties, damages, expenses, or costs (including attorney’s fees) arising from or related to your use of the Platforms and/or the Products. This includes, but is not limited to, claims or demands related to violation of third-party rights, any applicable law, terms of this T&Cs, or any other Agreement. This indemnity shall be in addition to any other indemnification obligations outlined in these T&Cs. Furthermore, you agree to promptly notify us of any such claims and cooperate fully in our defence.
18.2. Additionally, you agree to indemnify, defend, and hold SeamlessHR, its affiliates, officers, directors, employees, and Financial Partners harmless from any claims, liabilities, or damages arising out of your breach of these T&Cs or any related Agreement. This includes claims related to the inaccuracy of information you have provided or your failure to comply with the terms set by the Financial Partners.
19.0. Violation of terms, Suspension and Termination
19.1. You hereby agree that we may suspend access to your account if we detect any suspicious activity or if it is determined that your use of the Platforms and or the Products are in violation of these T&Cs or applicable laws, provided that you are immediately notified upon suspension of your account and given ample time to make representations or respond to any query towards resolving the issue.
19.2. If you fail to provide a response, or if we reasonably determine that your representations are insufficient or false, you agree that we may terminate your access to your Account. However, you will be granted a 30-day window to withdraw any data you have uploaded to the Platforms and/or its applications before termination takes effect.
19.3. Grounds for Account suspension include but are not limited to: (a) The provision of false or inaccurate information or data to us, or uploading such information to the Platforms and/or its applications, (b) breach of these T&C, or (c) Detection or suspicion of any criminal, fraudulent, illegal, immoral, or irregular activity associated with your Account.
19.4. Notwithstanding the above, SeamlessHR and/or its Financial Partners may terminate, suspend, change, or restrict access to all or any part of the Service without notice or liability where such is necessary to protect the commercial interests of SeamlessHR and/or its Financial Partners.
20.0. Support
20.1. We will provide support in connection with use of the Platforms at no additional charge to ensure availability. Our hours for basic support are 7:00 a.m. to 8:00 p.m. (West African Time) on weekdays, in English language via online ticketing, telephone calls, email and in-app chat. However, special arrangement may be made for provision of weekend support as the need arises.
20.2. You acknowledge that any support updates we provide may be necessary for the proper operation of the Platforms and therefore you agree that we can promptly install updates to ensure that version of the Platforms in use remains supported.
20.3. You can contact our support team 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 (iv) in-app chat.
21.0. Feedback
We may use, develop, or integrate your feedback to improve the Platforms or the Product. Our use of your feedback is without any financial or proprietary obligation to you and shall not entitle you to any interest, benefit, or title in the improvements or features developed. We disclaim all liability for loss or damage incurred as a result of integrating your feedback into the Platforms and/or the Products to provide improved experience for you.
22.0. Modification of the Platform or this T&Cs
22.1. We may, at any time and without recourse or liability to you, modify features, functionalities, Products, and content on the Platforms whether temporarily or permanently. By continuing to use the Platforms after any modification, you agree to and accepts such changes.
22.2. As may be necessary from time to time, we may update this T&C. It shall be your responsibility to review this T&C from time to time for changes. Changes to these T&C shall be effective immediately and your continuous use of the Platforms shall be deemed acceptance of such changes.
23.0. Beta Testing Programme:
23.1. We may invite you, or grant a request from you, to access new features and functionalities on the Platforms that are still under development, for testing and feedback, for a limited period. Your participation will be subject to additional terms and conditions we may provide. These new features will be offered without warranty, support, or liability, to the extent permitted by law, and we do not guarantee their performance or reliability during the testing phase.
23.2. You acknowledge that these new features are in testing to resolve bugs and technical issues, and your participation is voluntary and at your own risk. We shall not be liable for any claims or damages arising, directly or indirectly, from your use of these features.
24.0. Termination
Termination of this T&C or any Agreement with us or our Financial Partners shall not affect any right, obligation or liability that accrued prior to such termination.
25.0. Assignment
If after the termination of your access to or use of the Platforms or the products or upon termination of this T&C or any Agreement with us or our Financial Partners, certain applicable fees or amount remains due and payable by you to us, we may assign or transfer the receivables to a third party. You agree that a third party to whom receivables are assigned shall have the right to take necessary steps for the recovery of such receivables.
26.0. Compliance with law
Each Party shall comply with all Applicable Laws in connection with its own activities under this T&C. The Platforms can be configured and used in ways that do not comply with Applicable Laws. In no event shall we be responsible or liable for your failure to comply with Applicable Laws in connection with the use of the Platforms.
27.0. Entire Agreement
This T&C together with any Agreement between Parties constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements.
28.0. Severability
Any provision of this T&C or any 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. If necessary, the Parties shall use their best endeavour to agree on any amendments necessary to give effect to the spirit of these T&C.
29.0. Notices
29.1. Any notice or other communication to be given pursuant to this T&C or any Agreement shall be in writing and served at the physical or email address of either Party provided at the commencement of any Agreement or T&C or during onboarding/sign up or as subsequently notified in writing. The notice shall be deemed properly served, if by hand, upon delivery to the Party for whom it is intended; or in the case of registered courier, within five (5) business days after sending; and if sent by email, upon transmission.
29.2. Any notice or demand not required by these T&C, Loan Offer or any Agreement to be in writing shall be sufficiently given if the notice is delivered by Short Message Service (SMS) to the relevant phone number, email to the relevant email address or by hand to the relevant physical address provided during registration or such other phone number, email or physical address as may be communicated in writing from time to time.
29.3. Notwithstanding the provision of this T&C, we reserve the discretion to deliver legal or marketing notifications you through email, text message, in-app notifications on the Platforms, or at your last known address. You may opt out of marketing notifications by sending an email to [email protected].
30.0. Governing Law and Dispute Resolution
30.1. This T&C and any disputes arising thereof shall be governed by and construed according to the Applicable Law.
30.2. Customer satisfaction is an important objective to SeamlessHR in performing its obligations under this T&C or any Agreement. Accordingly, where a dispute arises between Parties relating to the interpretation or performance of this T&C or any Agreement, 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.
30.2. If, within thirty (30) days after the dispute arose, the Parties have not succeeded in resolving the dispute, the Parties hereby consent to the jurisdiction of the competent courts of the country in which the 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.
S/N | SeamlessHR’s Entity | Applicable Law and Court |
a. | SeamlessHR Nigeria | The applicable laws and courts of Nigeria. |
b. | SeamlessHR Kenya | The applicable laws and courts of Kenya. |
c. | SeamlessHR Ghana | The applicable laws and courts of Ghana. |
d. | SeamlessHR South Africa | The applicable laws and courts of South Africa. |
Background
- 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.
- 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.
- The following describes the terms and conditions on which SeamlessHR grants a Subscriber a non-exclusive access to its seamlesshr.com platform.
- 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:
- 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;
- Reproduce all or any portion of the Software (except as expressly permitted herein) or any accompanying documentation, or modify the Software;
- Access and/or use the Service, other than by Authorised Persons as defined under this T&C;
- 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;
- 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;
- Commercialize 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 [email protected]. 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 [email protected]; (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 [email protected] 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;
- promptly notify the other Party of the claim,
- give the other Party sole control of the defence 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 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.
