Terms of Use

INTRODUCTION

  • HR Portal is a scalable, agile, multi-functional, cloud based human capital management application that provides services related to human resource management system (HRMS).
  • HR Partners is the whole gamut of software, hardware and consultancy-based services that is rendered within the human resource service ecosystem and it is also the brand name for the delivery of the services by the Service Partners.
  • The registered business name is E-Business & Virtual Marketing Services Limited.
  • HR Partners enable businesses of all sizes to run a compliant best in class people management operation, cost effectively.

DEFINITIONS

  • “Business Day” means any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Federal Republic of Nigeria from time to time.
  • “Business Hours” means the hours of Monday to Friday 08:00 to 17:00 hours Nigerian Time on a Business Day.
  • “Customer/Business Partner” can be used interchangeably, depending on the business relationship with Service Provider and means the company, affiliates or legal entity of that company, its employees, or third parties making use of Service Provider’s Services, for which Customer/Business Partner has executed a Service Agreement.
  • “End User” is applicable to Customer or Business Partner and means the intended recipient of     services who is authorised to use the HR Partners solution for specific     business purposes or for which Business Partner provides human resource     management services. It is specifically agreed that there is no relationship between         Service Provider and End User and that Business Partner is solely responsible for the relationship and actions of the End User. Any agreement to and acceptance of the terms  of this agreement by the Business Partner automatically applies to its End Users. It is Business Partner’s responsibility to ensure that the stipulations of this Agreement are  relayed to its End Users and that they have accepted same in line with the conditions of   clause 5.2 below.
  • “Enhancements or Upgrades” means any changes to the HR Partners’ Application that enhances the capabilities of the HR Partners Software Solution.
  • “Service Provider” means the Company or Partners that Customer/Business Partner is contracting with, which in this context is HR Partners or E-Business & Virtual Marketing Services Ltd.
  • “HR Portal Application” means the computer software and related documentation comprising the private labelled human resource management service installed by Service Provider, including but not limited to any enhancements or Upgrades provided  by Service Provider during the term of this Agreement and made  available by Service    Provider on its service portal at hrportal.ng
  • “HR Partners Service or Services” mean Service Provider’s service offerings, including related mobile apps, platforms, web services, implementation services, outsource services, support services or any content or information provided as part of    these Services.
  • “Proposal” means the written service implementation document, quote, order confirmation or email provided by Service Provider to Customer/Business Partner, where applicable and outlining the Services and costs of the deliverables to be provided as Services Provider and which has been accepted by Customer/Business Partner.
  • “URL” means Uniform Resource Locator.
  • “HRMS” means Human Resource Management Solution

ROLE CLARIFICATION

  • Business Partner is an organisation that utilizes Service Provider as its supplier of HRMS with the intention to avail to or share the HR Partners solution with its own End Users. Business Partner has obtained, in writing, the necessary authorisation to avail or share the HR Partners Application to its End Users.
  • Customer is an organisation that utilizes Service Provider as its supplier of HRMS and services for its own internal use only and shall not be permitted to resell, sub-licence, lease, time share or otherwise make the Service available to any third party.

GOVERNING LAW

  • “Governing Law” means the law, which is to apply to the Agreement, and according to which the Agreement is to be interpreted, shall be the law of the Federal Republic of Nigeria and the Parties submit to the exclusivity of the courts of Nigeria.

AGREEMENT

  • Customer/Business Partner agrees that by registering, accessing, logging in, using Service Provider’s Services, Customer/Business Partner is entering into or has entered into a legally binding agreement with Service Provider (even if Customer/Business Partner is using Service Provider’s Services on behalf of a company or 3rd party).
  • If Customer/Business Partner does not agree to the Agreement, then Customer/Business Partner should NOT enrol (or login) and should not access or otherwise use any of the Services of Service Provider. Service Provider reserves the right to change the terms of this Agreement at any time and will notify Customer/Business Partner if there is achange. The parties agree that changes cannot be retroactive. If Customer/Business Partner does not agree to these changes, Customer/Business Partner must stop using the Services.

CUSTOMER/BUSINESS PARTNER’S LICENSE TO USE THE SERVICE

  • Customer/Business Partner information, or any derivatives thereof, contained in any of Service Provider’s repositories shall be and remain Customer/Business Partner sole and exclusive property.
  • Service Provider is provided a license and authorisation to process Customer/Business Partner data, including Business Partner’s End Users data, for the sole and exclusive purpose of providing the Services, including a worldwide, transferable, and sub-licensable right to use, store, record, transmit, maintain, modify, process and display data, only to the extent necessary for the provisioning of the Services.
  • Service Provider’s license and authorisation commences on the date, as per clause 5.1 and continues until termination (as per clause 7). Customer/Business Partner agrees that Service Provider may access, store, and use any information that Customer/Business Partner provides in accordance with the terms of the Privacy Policy.
  • Customer/Business Partner is responsible for all activities conducted under its Users or End Users logins and for its Users or End Users compliance with this Agreement.
  • Customer/Business Partner shall use the Service solely for its business purposes, in compliance with applicable law, and shall not:
    • send or store infringing or unlawful material;
    • send or store malicious code;
    • attempt to gain unauthorized access to, or disrupt the integrity or performance of the Service or the data contained therein;
    • modify, copy, or create derivative works based on the Service;
    • reverse engineer the Service;
    • access the Service for the purpose of building a competitive product or service or copying its features or user interface;
    • send or store infringing or unlawful material;
    • use the Service or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without Service Provider’s prior written consent. and;
    • permit access to the Service by a direct competitor of Service Provider.

TERM AND TERMINATION

  • Where the subscription account of Customer/Business Partner is not up to date or becomes outstanding, Service Provider may terminate this agreement or HRMS service  at any time without prior written notice to Customer/Business Partner. Service Provider           also reserve  the right to restrict, suspend, or terminate Customer’s  account, without notice, if Service Provider believes that Customer may be in breach of this Agreement or law or are misusing the Services.
  • Customer may terminate this agreement at any time, provided that Customer’s subscription account is paid up to date, by giving 30 days prior written notice to  Service  Notice of termination by Customer, should be sent to support@hrpartners.ng. Such notice is the absolute responsibility of the Customer and is required to ensure that Service Provider complies with the applicable laws with regards to data protection and the protection of a End User’s data related to Customer/Business Partner.

SERVICE INFORMATION AND CALCULATIONS

  • The payroll and other ancillary data/calculation contained on this web or mobile application is meant to provide general information and guidance regarding the adherence to pay as you earn tax, pension and other remuneration related statutory deductions, remittances and guidelines for Customer/Business Partner. Although the advisory information/guidelines may be updated periodically when such information becomes available, Service Provider’s Service merely advises Customer/Business Partner on the correct legal course of action regarding aspects of aforementioned calculation, information and statutory deductions. It is, however, Customer/Business Partner’s primary responsibility to absorb, understand, inspect and apply this advice as well as cross check that Customer/Business Partner is satisfied that the figures calculated are correct in tandem with the law.
  • Service Provider’s Service does not address, and is not meant to address, the entirebody of local law and regulation governing the payroll process, or employment law. Such laws and regulations change frequently, and their effects can vary widely based upon interpretation, the number of employees, labour regulations, and other specific facts and circumstances. It is Customer/Business Partner’s primary responsibility to interrogate, absorb, understand and direct implementation of all contemporary labour   laws that impact their business as well as cross check that Customer/Business Partner is satisfied that the figures calculated are correct in tandem with the legal guidelines.
  • Service Provider has invested a huge amount of time and resources in testing the calculations being performed by Service Provider’s Service and to the best of Service Provider’s knowledge and ability. In the event that any discrepancies arise due to unforeseen technical reasons which have been recognized by Service Provider as being the cause of such discrepancies, Service Provider will use all reasonable endeavours to address these as soon as possible. With this in mind Service Provider uses its best endeavours to ensure that all figures are available to Customer/Business Partner at all times. Customer/Business Partner hereby indemnifies and holds Service Provider harmless against all liabilities for any loss, damage or expense however caused due to incorrect calculations of any kind directly or indirectly as a result of subscribing to and relying on the Services of the Service Provider.
  • Furthermore, Customer/Business Partner shall provide Service Provider with relevant statutory labour related legislative tool set for their business and provides Service Provider information on how to implement and apply the law and in so doing trust that Customer/Business Partner will not intentionally obstruct the law in using the Services in the incorrect manner.

 IMPLEMENTATION SERVICES

  • Implementation Services will be supplied strictly in accordance with the Services specified and quoted for, where applicable, in the Proposal, which may be amended, in writing, from time to time.

OUTSOURCING SERVICES

  • Outsourcing Services will be supplied strictly in accordance with the Services specified and quoted for in the Proposal, which may be amended, in writing, from time to time.
  • Service Provider and Customer/Business Partner’s respective responsibilities are those    specifically outlined in the Proposal or the Business Partner website, web portal or mobile portal.

SERVICE LEVELS

  • There are categories of Standard Service Levels as defined by the Service Provider which attracts different levels of investment and subscription by the Customer/Business Partner. It is the choice of Customer/Business Partner to choose which category of services are preferred and also scale over time.
  • It is the prerogative of the Service Provider to accept the choice of Customer/Business Partner for implementation by the Service Provider for the present and in future.
  • Where specific services requested by the Customer/Business partner is presently unavailable, such Services can only be emplaced through customization which is evaluated by Service Provider and a cost of implementation is provided for Customer/Business Partner to accept and pay for. At all times, Service Provider reserves the final decision on whether to agree or decline a customization request by the Customer/Business Partner.

SUPPORT AND PROBLEM RESOLUTION

  • Service Provider includes a baseline level of Support as part of Customer/Business Partner’s service subscription. This basic Support includes:
  • Online help portal on business days during business hours;
  • Live telephonic & online chat support on business days during business hours;
  • There is no limit to the number of support requests (“Support Requests”) that can be submitted by Customer/Business Partner to Service Provider.
  • Incidents, when reported to Service Provider’s service desk, will be responded to, and be resolved in line with Service Provider’s standard support levels including those that have been specifically specified, where applicable, in the Proposal.

COMMERCIAL TERMS

  • Customer/Business Partner will at the beginning of the implementation choose payment methodology of preference. Either that Service Provider is authorised to debit the Customer/Business Partner’s bank account with the relevant implementation fees, training fees, consumption fees or any additional fees that arise due to additional services or modules that the Customer/Business Partner may have selected or may select from time to time. Or Customer/Business Partner will issue a standing order to its bank to effect a money transfer to the credit of the bank account of the Service Provider in advance before services are made available by the Service Provider to the Customer/Business Partner.
  • Service delivery to Customer/Business Partner is subject to advance payment for such services as agreed in the proposal and invoiced by Service Provider
  • All subscription-based invoicing will be based on a 30 day calendar month except in February where 28 days (or 29 days in the event of a leap year) applies
  • Without prejudice to Service Provider’s other rights and remedies, if any subscription or payment for services becomes outstanding and remain unsettled by Customer/Business             Partner for up to 24 hours. Service Provider is entitled to suspend Customer/ Business   Partner’s access and use of the HR Partners Application and/or performance of Services, until such amounts are paid in full and advance deposit made for future subscription as stipulated in the original proposal
  • It is Customer/Business Partner’s responsibility to, where applicable, dispute any invoice 24 hours after invoices have been sent to Customer/Business Partner’s email address.
  • Notification of the dispute together with documented proof need to be forwarded via email to support@hrpartners.ng.
  • To continue accessing the services Customer/Business Partner is expected to settle the disputed invoiced amount first while Service Provider will within three (3) business days look into the disputation and revert to the Customer/Business Partner. Where refunds are necessary based on Service Provider’s evaluation, Service Provider may make payment refund or credit the subscription account of the Customer/Business Partner.
  • Onboarding/Service Implementation Requests (written implementation memorandum between Customer/Business Partner and Service Provider) will be charged as per the stipulations contained in the document where applicable.
  • Change of Service Implementation Scope will be charged as per the stipulations contained in the change of scope document.
  • Except for consultancy or advisory services, Pricing is based on per employee or user sliding scale and pricing can therefore vary / change based on the number of employees processed or users licensed. The Service Provider reserves the right to alter, vary or change the sliding scale and pricing at any time with a notice of 30 days prior to the effective date of the new rate.
  • Except for advisory, outsourcing and consultancy services all other services will be charged based on the number of on-boarded employees per month subject to the category of services proposed and accepted by the Customer/Business Partner.
  • All consultancy, outsourcing and advisory services will be charged based on the content of the proposal accepted by the Customer/Business Partner

NOTICES, SERVICE MESSAGES AND ADVERTS

  • Customer/Business Partner agrees that Service Provider may provide notices to Customer/Business Partner in the following ways:
    • a banner notice on the Portal or Website; or:
    • an email sent to an address provided by Customer/Business Partner; or:
    • through other means including mobile number, telephone, or official letter. Customer/Business Partner expressly agrees to keep Service Provider up to date with Customer/Business Partner’s current contact information with respect to office address, email, telephone and all other agreed communication medium through a written notice specifically addressed to the Service Provider.
  • Service Provider has the right, without compensation to Customer/Business Partner or others, to serve advertisements on any of Service Provider’s Services.

SERVICE AVAILABILITY

  • Service Provider may change, suspend, or end any Module or Service, at Service Provider’s discretion.
  • Service Provider will use commercially reasonable efforts to make the Cloud Services available 24 hours a day, 7 days a week, except for:
    • planned downtime (of which Service Provider shall give electronic notice and which Service Provider shall schedule to the extent practicable during a period
    • any unavailability caused by circumstances beyond Service Provider’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike, or other labour problem (other than oneinvolving Service Provider’s employees), epidemic, pandemic, internet service provider failure or delay.

LIMITATION OF LIABILITY AND INDEMNITY

  • Customer/Business Partner will have no claim against Service Provider or any of Service Provider’s employees, or contractors in the event of any loss or damage sustained by Customer/Business Partner or any of Customer/Business Partner’s members, employees, sub-contractors, or agents and which results directly or indirectly from this agreement or Service. Customer/Business Partner hereby indemnifies Service Provider and holds Service Provider harmless against any and all claims, liabilities, losses, fines, damages, expenses, and legal fees on an attorney and own client scale, which Customer/Business Partner may sustain or incur by reason of any act or omission of Service Provider or any of its members, employees, sub-contractors or agents directly or indirectly in consequence of the services provided in terms of this agreement. Service Provider make no representation or warranty, either express or implied, in   connection with the Service or the Services that may be provided by third party participants as part of, or otherwise in connection with, the Service.

NON-SOLICITATION

  • Customer/Business Partner and Service Provider agree that they will not, during the term of the Agreement and 12 (twelve) months thereafter, without the prior written  consent of the other Party, directly or indirectly, (e.g. via third party contractors or Affiliates), recruit or solicit for employment, induce or attempt to induce any representative of the other Party to leave the employment of their employer, always provided that nothing in this section shall prevent either Party from hiring any such    Representative who twelve (12) months after leaving the services of the Service Provider or Customer/Business Partner responds on his/her own accord to a generally published advertisement or widely advertised employment solicitations (such as newspaper advertisements, job fairs, internet) and a Party does not, directly or indirectly, target or encourage such person to respond to such general or widely advertised employment solicitation.
  • If a Party hires a representative in contravention of this section, the breaching Party will compensate the other Party by paying to the latter as a one-off liquidated damages payment, the amount corresponding to the annual gross salary of said representative which the Parties agree is a genuine pre-estimate on the loss that would be incurred and not a penalty.

CONFIDENTIALITY

  • “Confidential Information” means any business and technical information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is identified as confidential or proprietary, or which should reasonably be understood to be confidential or proprietary. Confidential Information does not include information which Receiving Party can show:
    • is or has become publicly available without its breach of this Agreement;
    • was in its possession prior to disclosure,
    • was provided by a third party having a lawful right to make the disclosure. or;
    • is required to be disclosed by law or a court order (“Order”), provided the Receiving Party provides prompt written notice of the requirement and cooperates with Disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by such Order.
  • Receiving Party agrees that it shall protect the confidential information disclosed pursuant to the provisions of this Agreement using a reasonable standard of care and at least the same standard of care that the Receiving Party applies to safeguard its own    proprietary, secret or Confidential Information and that the information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
  • Receiving Party will not use the Confidential Information of the Disclosing Party except for performance of its obligations under this Agreement.
  • Upon the termination of this Agreement, and upon the Disclosing Party’s request, the Receiving Party will promptly return to the Disclosing Party all tangible items and embodiments containing or consisting of the Disclosing Party’s Confidential Information and all copies thereof (including electronic copies).

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