This Terms of Use (“Terms of Use/Agreement”) is a legal agreement between you (“You” /“Your”/“Customer”), and Pade HCM Limited(“PaidHR” “Us” “Our” “We”). This Agreement contains the terms and conditions that govern the use of and subscription to PaidHR's all-in-one HR platform, hosted by PaidHR through its website application, https://www.paidhr.com, including any related mobile applications and the associated domains thereof. (“Platform”)
By accessing or using the Platform or signing up to create a profile (“PaidHR Profile”), You acknowledge that You have read, understood, and agree to be bound by this Terms of Use, where applicable effective as of the date of such action. You also agree to comply with all agreements, applicable laws, and regulations incorporated into this Terms of Use. The provisions of this Terms of Use shall govern Your use of the Platform, and the business relationship between You and PaidHR. If You do not accept the terms of this Terms of Use, do not access or use this Platform or the services available via the Platform. If You are agreeing to this Terms of Use on behalf of a business, You hereby represent and warrant that You are the authorised representative (Authorised Representative)of that business and that You have the authority to bind that business with the understanding that this Agreement will be binding on that business. We reserve the right to take legal action against You, in the event that this representation is false.
PaidHR reserves the right to amend this Terms of Use at any time and may notify You of any such changes by posting the revised Terms of Use on the Platform. All changes shall be effective upon posting. You should check this Terms of Use periodically for such changes. Your continued use of the Platform after any such changes to this Terms of Use constitutes Your agreement to be bound by such changes. PaidHR may terminate, suspend, change, or restrict access to all or any part of the Services without notice or liability where such is necessary to protect the commercial interests of PaidHR.
You acknowledge and agree that Your use of the Platform, including information transmitted to or stored by PaidHR, is governed by Our Privacy Policy.
ABOUT PAIDHR
PaidHR offers a simplified and seamless HR management and a global payroll process for businesses of all sizes through the Platform and also offers other associated products and services. Except as otherwise indicated, any new feature, tools or products shall also be subject to this Agreement (collectively “the Services”).One or more of the Services or products may be governed by different terms of use. We will inform you where this is the case. If You subscribe or sign-up to such other products or services, You will be bound by the terms of use governing Your use of that product or service.
For the purpose of this Agreement, “PaidHR Materials” shall mean the Services and specifications, documentation, systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by PaidHR or any of its subcontractors, in connection with the Services or otherwise comprise or relate to the Services. For the avoidance of doubt, PaidHR Materials include Resultant Data and any information, data, or other content derived from PaidHR's monitoring of Customer's access to or use of the Services, but do not include Customer Data. “Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from the Customer or through the Services or that incorporates or is derived from the processing of such information, data, or content by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data. “Resultant Data" means data and information related to Customer's use of the Services that is used by PaidHR in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. “Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to PaidHR."Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. “Order Form” means the applicable ordering form for the Services.
1. ABOUT YOURUSE OF THE SERVICES
1.1 PaidHR hereby grants You a non-exclusive, non-transferable license to access and use the Services during the term agreed with You (the “Term”), solely for use by You in accordance with this Agreement. Such use is limited to the Customer's internal use. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to the Services, PaidHR Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All rights, title, and interest in and to the Services, the PaidHR Materials, and the Third-Party Materials are and will remain that of PaidHR and the respective rights holders in the Third-Party Materials.
1.2 The Platform and the Services may contain links to third-party platforms or resources. PaidHR provides these links only as a convenience and is not responsible for the content, products, or services on or available from those other platforms or resources, or links displayed on such third-party platforms. You assume all risk arising from Your use of any third-party platforms or resources. The owners of such third-party platforms may require You to agree to terms and conditions or agreements with respect to their provision of the relevant services to You. You hereby authorize PaidHR to submit to the applicable partner any and all documents and information about You, Your business and Your employees, that are necessary for such third-party partner to provide any relevant service to You, including, without limitation, Your payroll information, bank account information, Your employees’ bank account information or other personal information, and any additional information requested by such partner that You have provided to PaidHR in connection with this Term of Use and Your receipt of the Services (collectively, the “Shared Information”).You are responsible for the accuracy of all Shared Information. You represent and warrant that You have all the rights in and to any such Shared Information and that PaidHR's use or disclosure of Shared Information as contemplated here under will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. You agree that by consenting and authorizing PaidHR to submit Your Shared Information to any of its partners, You have waived and released PaidHR from any claim against PaidHR and its directors, officers, and employees arising out of a partner’s use of any Shared Information, even if that use is not authorized by the applicable agreement between You and the relevant partner. The third-party parents we rely on may include but are not limited to payment processing, bill payment and subscription services, and data storage.
1.3 By using the Services, You acknowledge and agree that any third-party services utilized by Us will be subject to their respective terms of use, privacy policies, and other applicable agreements. By using or accessing any of our Services, you agreed to be bounds by the terms of use governing that service, as provided by the relevant third-party partner. We encourage You to review all such third-party terms carefully. While We strive to choose reputable and reliable partners, We cannot guarantee the performance, availability, or security of third-party services.
2. YOURPROFILE AND THE PAIDHR WALLET
2.1 You here by declare that You are a human being over 18 years of age and of a sound mind, or at least the age of majority in the jurisdiction where You reside and from which You use the Platform. Your PaidHR Profile may be deleted without warning, if We believe, in Our sole discretion, that You are less than 18 years of age.
2.2 In order to create a PaidHR Profile and access the Services, You would be required to create an online account and to provide information such as the relevant business name, an official email address, phone number and the number of employees You have.
2.3 We reserve the right to deactivate Your PaidHR Profile, on suspicion of illegal activities or other activities that directly or indirectly breaches the provisions of this Terms of Use or for no reason at all, in Our sole discretion.
2.4 You acknowledge that PaidHR may use the phone number and email You provided to Us when You created Your PaidHR Profile or as updated by You from time to time as the primary mode of communicating with You.
2.5 As part of Our security procedures, You determine Your sign-up details or any piece of information You input on the Platform. By signing up for a PaidHR Profile, You agree to treat Your sign-in details as confidential and not to disclose those details to any third party. PaidHR does not have access to Your sign-in details. If You forget Your sign-in details or know or suspect that a third party has gained access to Your sign-in-details, You must promptly change Your sign-in details, by resetting Your password or by contacting Us to place a restriction on Your PaidHR Profile.
2.6 You confirm that all information You provide to Us is true, correct and not misleading. You agree to provide any additional documents and/or information as may be required from time to time. In the event that the information You provided to Us change, You hereby agree to notify Us of such changes immediately.
2.7 By accessing the Services, You consent to Us collecting and using technical information about the devices You use the Platform on and related software, hardware and peripherals to improve the Services and to provide any other services to You. If You use the Services, You consent to Us and Our affiliates' and licensees 'to the processing, the transmission, collection, retention, maintenance, and use of any personal data provided to Us, to improve the Services and/or Your experience while using the Platform.
2.8 We may provide You with access to a digital/virtual wallet (the “PaidHR Wallet”) as is necessary to access the Services. The PaidHR Wallet provided to You as part of Your profile is for the sole purpose of the Services. You shall not attempt to make transfers out of the PaidHR Wallet without PaidHR’s express written consent. In the event there is a reasonable cause, PaidHR shall have the right in its sole and absolute discretion to place restrictions on the PaidHR Wallet and limit or prevent You from using the funds in the PaidHR Wallet. Such restriction may extend to the number of hours or days as PaidHR deems necessary. You are expressly forbidden from:
i. Using any PaidHR or third-party content made available through the PaidHR Wallet for activities not contemplated in this Terms of Use.
ii. Using the PaidHR Wallet for any fraudulent, malicious or unlawful purposes or in any manner inconsistent with this Terms of Use.
2.9 You agree not to use, copy, display, distribute, modify, broadcast, translate, reproduce, reverse engineer, reformat, incorporate into advertisements and other works, sell, trade in, promote, create derivative works, or in any way exploit or allow others to exploit the PaidHR Wallet.
2.10 You will be able to subscribe to one or more of our service offerings from Your PaidHR Profile. If You are signed up to our Earned Wage Access product, for the benefit of Your employees, You will be bound to pay Us or allow Us to debit from the PaidHR Wallet, any amounts paid by Us to any of Your employees as earned wages.
2.11 You hereby agree to cooperate with PaidHR and relevant agencies in any investigation conducted by PaidHR or a governmental or regulatory body in connection with Your use of the PaidHR Wallet.
2.12. PaidHR may at its sole discretion restrict or close Your PaidHR Profile if:
i. You breach any of the restrictions set out in this Terms of Use.
ii. If You use Your PaidHR Profile for unauthorized purposes or where PaidHR detects any abuse/misuse, breach of content, fraud or attempted fraud relating to Your use of the Services.
iii. PaidHR is required to comply with an order or instruction of or are commendation from the government, court, regulator or other competent authority.
iv. PaidHR reasonably suspects or believes that You are in breach of this Terms of Use.
v. Closing or restriction is necessary as a consequence of technical problems or for reasons of safety; to facilitate update or upgrade the contents or functionality of the Services from time to time; or where Your PaidHR Profile becomes inactive or dormant.
vi. PaidHR decides to suspend or cease the provision of the Services for commercial reasons or for any other reason as it may determine in its absolute discretion.
2.13 Closing or restriction of Your PaidHR Profile shall however not affect any of Our accrued rights and Your liabilities to Us.
2.14 Your PaidHR Profile will be active as soon as We are able to verify Your information.
2.15 PAIDHREMPLOYEE WALLET
2.15.1 As part of the Services, we may also provide electronic wallets to your employees(“Employee Wallet”). We may send all payments related to the Earned Wage Accessor any other service we provide, to the Employee Wallet of the relevant employee. Your employees may also have access to various third-party services available via the Employee Wallet.
2.15.1. If you are an employee of a Customer, you hereby consent to receive payments due under the Earned Wage Access product to your Employee Wallet. By using the Employee Wallet, you consent to the transaction charges which may be due to Us or to any of the third parties who provide such third-party services. As an Employee of a Customer, You hereby consent to the entire terms of this Agreement and agree to be bound by them, to the extent applicable to individuals.
3. SUBSCRIPTION FEES, TRANSACTION CHARGES &TAXES
Customer shall pay the subscription fees as advised by PaidHR immediately as and when due in the currency and into the bank account indicated in the Order Form. If Customer fails to pay the subscription fees as and when due then, in addition to all other remedies that may be available, PaidHR may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, provided that the interest rate shall not exceed the highest rate permitted under applicable law. Additionally, Customer shall reimburse PaidHR for all costs incurred by PaidHR in collecting any late payments or interest, Including attorneys' fees, court costs, and collection agency fees. If such failure continues for 7 (Seven) days following written notice thereof, PaidHR may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension. PaidHR may increase subscription fees by providing written notice to Customer at least 30 calendar days prior to the commencement of the relevant contract year. All amounts payable to PaidHR under this Agreement shall be paid by Customer to PaidHR in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason. All subscription fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, value added tax and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority or any of our subcontractors, on any amounts payable by Customer hereunder.
4. INTELLECTUAL PROPERTY RIGHTS
All right, title, and interest in and to the PaidHR Materials, including all Intellectual Property Rights therein, are and will remain with PaidHR and, with respect to Third-Party Materials, the applicable third-party provider’s own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the PaidHR Materials except as expressly set forth in this Agreement or the applicable third-party license. All other rights in and to the PaidHR Materials are expressly reserved by PaidHR. In furtherance of thefore going, Customer hereby unconditionally and irrevocably grants to PaidHR an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto. As between Customer and PaidHR, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in this Agreement. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to PaidHR, its subcontractors, and its personnel to enforce this Agreement and exercise PaidHR's, its subcontractors', and its personnel's rights and perform PaidHR's, its subcontractors’, and its personnel's obligations hereunder.
5. NON-SOLICITATION
During the Term and for 5 years after, Customer shall not, and shall not assist any other person to, directly or indirectly, recruit or solicit for employment or engagement as an independent contractor, any person employed or engaged by PaidHR or any subcontractor and involved in any respect with the Services or the performance of this Agreement.
6. ACCEPTABLEUSE RESTRICTIONS
6.1 You are granted a non-exclusive, non-transferable, personal, limited license to use the Platform. Your limited right to use the Platform is revocable at Our discretion.
6.1.1 You shall not use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Terms of Use, or act fraudulently or maliciously.
6.1.2 You shall not connive with Our employees, or third parties to use the Platform or the Services to defraud PaidHR.
6.1.3 You shall not create multiple PaidHR Profiles or operate multiple PaidHR Profiles through proxies. You and Your business must be associated with one PaidHR Profile at all times.
6.1.4 You shall not use the Platform/Services to commit identity theft; neither shall You connive with friends, families and other third parties to defraud PaidHR.
6.1.5 You shall not wilfully destroy Your electronic devices, deactivate Your email address, destroy Your SIM card, or carry out other similar activities with the purpose of defrauding PaidHR.
6.1.6 You shall not use the Platform in a manner that implies or promotes support or funding of, or membership in, a terrorist organization.
6.1.7 You shall not infringe Our intellectual property rights or those of any third party in relation to Your use of the Platform, including the submission of any material(to the extent that such use is not licensed by this Terms of Use.
6.1.8 You shall not use the Platform or the Services in a way that could damage, disable, overburden, impair or compromise Our systems or security or interfere with other users.
6.1.9 You are responsible for timely providing Us with the information required for Us to perform the Services. You may furnish such information directly to Us or via an account administrator or authorized representative, such as Your accountant. Furthermore, You represent and warrant to Us that for any information that You share with Us, whether directly, via your account administrator, or via Your authorized representative, You will have the authority to share such information. You are responsible for the accuracy and completeness of information provided to Us, and You will ensure that any such information, whether provided by You, Your account administrator, or Your authorized representative, is accurate and complete. Moreover, You are required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify Us, whether directly or through Your account administrator or Your authorized representative, of any changes to the information provided to Us.
6.1.10 In addition, You are responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Updates”) posted to the Platform by Us (or otherwise made available to You by PaidHR) for Your review, and You must notify PaidHR of any inaccuracies in the Updates as soon as possible, or within the time period specified in communications received from PaidHR. PaidHR shall not be liable for any loss or damage that may occur as a result of any error in the Updates.
6.1.11 You shall not use the Services to transmit malware or host phishing pages.
6.1.12 You shall not perform activities that harm or disrupt the operation of the Services or any of Our other infrastructure, or of others, including Our third-party providers. You shall not use the Services for deceptive commercial practices or any other illegal or deceptive activities.
6.1.13 You shall not extract any information or data from the Services or Our systems or attempt to decipher any transmissions to or from the servers running the Services.
6.1.14 You shall not use the Platform or the Services in a manner that contravenes or that facilitate or promote activities that contravene applicable laws or this Terms of Use.
6.1.15 We may, at any time and without notice, deactivate Your PaidHR Profile or Your access to the Services if You engage in activities that violate clauses 6.1 to 6.1.14, including activities outside of Your use of the Services.
6.2 Without prejudice to clause 8.1 to 8.2.5herein, You hereby agree to indemnify PaidHR (and its directors, officers, affiliates, agents, successors and assigns against all claims, liabilities damages, costs and expenses (including attorney fees and related charges) for any breach of the provisions specified in clauses 6.1 to 6.1.14 of this Terms of Use.
6.3 PaidHR shall have the right, but not the obligation, to monitor or investigate Your use of the Services at any time for compliance with this Terms of Use. Our determination of whether a breach of this Terms of Use has occurred will be final and binding, and any action taken with respect to enforcing the provisions specified in this Terms of Use, including taking no action at all, will be at Our sole discretion.
6.4 PaidHR may modify the terms in clauses 6.1to 6.3, at any time. By continuing to use the Services or access Your PaidHR Profile after the terms specified in clauses 6.1 to 6.3, have been modified, You agree to be bound by the modified terms.
6.5 If You suspect that a staff of PaidHR or other third parties are in breach of clauses 6.1 to 6.1.15, please contact Us via the Platform, or You can send us an email via support@paidhr.com.
6.6 If either You or PaidHR become aware of any actual or threatened activity prohibited by this Agreement, either party shall immediately (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and PaidHR Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access);and(b) notify PaidHR of any such actual or threatened activity.
7. LIMITATIONOF LIABILITY
7.1 IN NO EVENTSHALL PAIDHR OR ANY OF ITS PARTNERS, SUPPLIERS, LICENSORS OR REPRESENTATIVES BELIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDERANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDINGNEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY:
(a) LOSSSUFFERED BY YOU SHOULD YOUR PAIDHR PROFILE BE CLOSED, RESTRICTED, OR CANCELED.
(b) LOSS SUFFERED BY YOU SHOULD THE SERVICES BEINTERFERED WITH OR BE UNAVAILABLE BY REASON OF THE FAILURE OF ANY OF YOURDEVICE, LACK OF INTERNET CONNECTION OR ANY OTHER CIRCUMSTANCES WHATSOEVER NOTWITHIN OUR CONTROL INCLUDING, WITHOUT LIMITATION, SYSTEM ERROR, INTERRUPTION,DELAY OR NON- AVAILABILITY OF THE SERVICES, LOSS OF POWER, ADVERSE WEATHER ORATMOSPHERIC CONDITIONS, AND FAILURE OF ANY PUBLIC OR PRIVATE TELECOMMUNICATIONSSYSTEM.
(c) DIRECT,INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDINGBUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHERINTANGIBLE LOSSES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE.REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCHLOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, ANDNOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIALPURPOSE.
(d) LOSS OFPROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, DELAY OF SERVICES, IMPAIRMENT,CORRUPTION, OR LOSS OF BUSINESS OPPORTUNITY AS A RESULT OF YOUR UNAUTHORIZEDUSE OF THE PLATFORM.
(e) COST OFREPLACEMENT GOODS OR SERVICES;
(f) LOSS OFGOODWILL OR REPUTATION;
(g) LOSSES ORDAMAGE SUFFERED BY YOU AS A RESULT OF OR IN CONNECTIONWITH:
I. ANY EFFECT ORFAULT IN THE PLATFORM OR THE SERVICES RESULTING FROM YOU HAVING ALTERED ORMODIFIED OR ATTEMPTED TO ALTER OR MODIFY THE PLATFORM;
II. ANY DEFECTOR FAULT IN THE PLATFORM RESULTING FROM YOU HAVING USED THE PLATFORM IN BREACHOF THIS TERMS OF USE; AND
III. YOUR BREACHOF ANY OF THE PROVISIONS OF THIS TERMS OF USE.
7.2 PAIDHR DOESNOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, AND SECURE ORERROR FREE. ALL WARRANTIES AND OBLIGATIONS IMPLIED BY LAW ARE HEREBY EXCLUDEDTO THE FULLEST EXTENT PERMITTED BY LAW. IF THE SERVICES ARE INTERFERED WITH ORUNAVAILABLE, OUR SOLE LIABILITY UNDER THIS TERMS OF USE RESPECT THEREOF SHALL BETO RE-ESTABLISH THE SERVICES AS SOON AS REASONABLY POSSIBLE.
7.3 IN NO EVENTWILL THE COLLECTIVE AND AGGREGATE LIABILITY OF PAIDHR AND ITS LICENSORS,PARTNERS SERVICE PROVIDERS, REPRESENTATIVES AND SUPPLIERS ARISING OUT OF ORRELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OFCONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OREQUITABLE THEORY, EXCEED THE AMOUNT PAID BY CUSTOMER TO PROVIDER, FOR THE USEOF THE SERVICES, IF ANY UNDER THIS AGREEMENT IN THE MONTH PERIOD PRECEDING THEEVENT GIVING RISE TO THE CLAIM THE FOREGOING LIMITATIONS APPLY EVEN IF ANYREMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8. INDEMNITY
8.1 Customer shall indemnify, defend, and hold harmless PaidHR and its subcontractors and affiliates, and each of its and their respective; officers, directors, employees, agents, successors, and assigns (each, a "PaidHR Indemnitee") from and against any and all claims, damages and losses incurred by such PaidHR Indemnitee resulting from any action by a third party to the extent that such losses result from, or are alleged to arise out of or result from (a)Customer Data, including any processing of Customer Data by or on behalf of PaidHR in accordance with this Agreement;(b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Customer or any of its representatives, including PaidHR's compliance with any specifications or directions provided by or on behalf of Customer; (c) allegation of facts that, if true, would constitute Customer's breach of any of its representations, warranties, covenants, or obligations under this Agreement; (d) fraud, negligence or more culpable act or omission (including recklessness or willful misconduct)by Customer or any of its representatives in connection with this Agreement;(e)Customer’s breach of applicable laws.
8.2 The indemnity in clause 8.1 above, shall also include the following:
8.2.1 All demands, claims, actions, losses and damages of whatever nature which may be brought against PaidHR or which We may suffer or incur arising from its acting or not acting on any request from Your PaidHR Profile, or sent electronically by; telephone, email and letters, or arising from the malfunction or failure or unavailability of any hardware, software, or equipment, the loss or destruction of any data, power failures, corruption of storage media, riots, acts of vandalism, sabotage, terrorism, any other event beyond Our control.
8.2.2 Any loss or damage that may arise from Your use, misuse, abuse or possession of any third-party software, including without limitation, any operating system, browser software or any other software packages or programs.
8.2.3 Any unauthorized access to Your PaidHR Profile or any breach of security or any destruction or accessing of Your data or any destruction or theft of or damage to any of Your device.
8.2.4 Any loss or damage occasioned by Your failure to adhere to this Terms of Use and/or by supplying incorrect information.
8.2.5 Any loss or expenses arising from a fraud perpetrated by You or any expenses incurred by us in engaging the relevant regulatory authorities as may become necessary on account of Your actions.
9. OUR COMPLAINT HANDLING PROCEDURES
Meeting and exceeding Our clients' expectations is the most important part of our business. However, there may be occasions when something goes wrong and leaves you dissatisfied. If this happens, please let us know and We’ll do everything We can to resolve the problem with You. Our aim is to always resolve such matters as soon as We can and to Your satisfaction. If something has gone wrong and You would like to make a formal complaint, please get in touch and let Us know by providing as much detail about the issue as You can. This can be done by either sending us an email at: support@paidhr.com or writing to us at: 13 Ore Close, Surulere, Lagos. Once We have received Your complaint, We will begin Our investigation into what has happened. We will always aim to resolve the issue as soon as possible. Once Our investigation into an issue is complete, will We send You Our final response to Your complaint.
10. ENTIRE AGREEMENT
10.1 This Terms of Use constitute the entire agreement between You and Us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between Us, whether written or oral, relating to its subject matter.
10.2 You acknowledge that You do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not referenced or set out in this Terms of Use.
11. FORCE MAJEURE
PaidHR shall not be in breach of this Terms of Use nor liable for delay in performing, or failure to perform, any of its obligations under this Terms of Use if such delay or failure results from events, circumstances or causes beyond Our control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
12. BEWARE OF SCAM
12.1 Scammers are getting increasingly sophisticated in their attempts to have access to Your money, Your financial information and other personal information. It is Your obligation to keep Your Information and sign -in details safe. Do not share Your PaidHR Profile/Wallet details with anyone.
12.2 PaidHR would never:
i. Send You suspicious texts, pop-up windows, links or attachments in emails. If Your receive any suspicious email/ text purporting to be from PaidHR kindly disregard the email and proceed to inform PaidHR.
ii. Request Your sign-in details for the purpose of investing the funds in Your PaidHR Wallet on Your behalf.
iii. Have a tech support call You to inform You of viruses detected on Your device, and requesting that You send a screenshot of any QR code, click a link or provide Your sign-in details or payment PIN for the purpose of providing antivirus software to You.
iv. Send an email, SMS, or call You or leave a voice message informing You about a refund and requesting that You to provide Your sign-in details or payment PIN to claim such refund.
v. Send an email, SMS, or call You or leave a voice message informing You that PaidHR is issuing payment cards and requesting personal and financial information, or asking that You click on a link before being issued a payment card.
vi. Send an email, SMS, or call You or leave a voice message requesting that You make donations to a church, mosque, charity cause or any non-governmental organization.
vii. Send an email, SMS, or call You or leave a voice message offering You a free gift card and requesting that You provide Your sign-in details, payment PIN or click a link to receive the free gift card.
12.3 PaidHR shall bear no liability for any loss of business, loss of business opportunity, loss of revenue, loss of profits, loss of anticipated savings, loss of goodwill, business interruption, wasted expenditure or for loss of any other economic advantage however it may arise, or for loss of data or data corruption, or for any indirect, punitive, special, incidental or consequential loss, arising as a result of the events contemplated in clauses 12.1 -12.2(i)-(vii).
12.4 In the event that You suspect that You may have fallen victim to scammers, You are obliged to immediately contact PaidHR to place a restriction on Your PaidHR Wallet. You shall be responsible for such charges and for any transactions that occurred on Your PaidHR Profile/Wallet as a result of the information or access You granted to scammers. You hereby agree to indemnify and hold PaidHR and its affiliates harmless for any losses, liabilities, damages, costs and charges arising out of or in relation to any transactions that occurred on Your PaidHR Profile/Wallet or Employee Wallet prior to placing a restriction on Your PaidHR Wallet and Your Employee Wallet.
12.5 PaidHR takes reasonable measures in securing all communications. However, please note that the confidentiality of communications via any public telecommunications network is susceptible to unlawful interception and hacking. PaidHR shall not be liable for any loss or damage whether direct or consequential arising out of any such unlawful interception or access.
13.ASSIGNMENT
You shall not assign, transfer or novate any of Your rights and obligations under this Terms of Use without the written consent of PaidHR.
14.ELECTRONIC TRANSMISSION
This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person. Neither party here to shall argue that a contract was not formed hereunder based on either (i) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (ii) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defence.
15. SEVERANCE
If any provision of this Terms of Use is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or un enforce able to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if an arrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Terms of Use shall remain in effect.
16. NOPARTNERSHIP OR AGENCY
This Terms of Use shall not be construed as creating any partnership, joint venture, agency or similar relationship between You and PaidHR other than the relationship with respect to carrying out the terms of this Terms of Use. All rights, duties, obligations, and liabilities of PaidHR and You shall be separate, individual and several and not joint. Except as set forth in this Terms of Use You have no authority to act as agent for PaidHR or bind PaidHR in any way.
17. GOVERNINGLAW
This Agreement shall be interpreted and construed in accordance with the laws of the Federal Republic of Nigeria.
18.ARBITRATION
We shall try to settle all disputes amicably. Any dispute arising out of this Agreement which cannot be settled, by mutual agreement/negotiation within 1 (one) month shall be referred to arbitration by a single arbitrator at the Lagos Multi-Door Courthouse (“LMDC”) and governed by the Arbitration and Mediation Act, 2023. The arbitrator shall be appointed by both of us (We and You). Where both of us are unable to agree on the choice of an arbitrator, the choice of arbitration shall be referred to the LMDC. The findings of the arbitrator and subsequent award shall be binding on both of us. Each of us shall bear our respective costs in connection with the Arbitration. The venue for the arbitration shall be Lagos, Nigeria.