•       Agreement Overview

• Mandatory Arbitration

THIS ENTERPRISE TERMS OF USE AGREEMENT (“AGREEMENT”) CONTAINS A MANDATORY DISPUTE RESOLUTION PROVISION IN CLAUSE 29 WHICH INCLUDES INDIVIDUAL ARBITRATION THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICES TO ENSURE THAT YOU UNDERSTAND YOUR RIGHTS.

• Enterprise Terms of Use

The Agreement is a legally binding agreement between you (“You”/“Your”/“Customer”), and Pade HCM Technology Limited (“PaidHR” “Us” “Our” “We”). “You” and “Your” refers to the enterprise Customer bound to this Agreement through acceptance of this Agreement in the manner specified herein. This Agreement contains the terms and conditions that govern Your use of and subscription to our suite of human resource and information system services (our “Services”), which are made available and hosted at https://www.paidhr.com, including any related mobile applications and the associated domains thereof (“Platform”). One or more of the Services may be governed by a different agreement. We will inform You where this is the case. For instance, access to and use of the Platform or any applicable Services by a Customer’s employees (each, an “Employee”) is governed by our Employee Terms of Service. Any subscription to or registration for additional products or services will be governed by the agreements applicable to those products or services. Except as otherwise agreed, You acknowledge and agree that Your use of the Platform and Services, is also governed by our Privacy Policy (the “PaidHR Privacy Policy”), and the Data Processing Agreement, (the “PaidHR DPA”) which is incorporated by reference into this Agreement. 

• Amendments to this Agreement

PaidHR reserves the right to amend this Agreement at any time and may notify You of any material changes by posting the revised Agreement on the Platform. All changes shall be effective upon posting. You should check this Agreement 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. 

• Suspension and Termination of Services

Without limiting Our other rights or remedies, 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. The need to preserve our commercial interests may arise in a variety of circumstances, including where (i) PaidHR reasonably determines that there is an imminent or ongoing threat or attack on the Services or the Platform or other event that may create a risk to the Services, Customers, Employees, or any other customer or user of the Services; (ii) A Customer or an Employee’s use of the Services or the Platform disrupts or poses a security, privacy, financial, competitive or material reputational risk to PaidHR, the Services or any other PaidHR customer or their users; (iii) A Customer or Employee is in breach of any portion of this Agreement or the relevant Employee Terms of Service, (iv) Any amount owed by a Customer under this Agreement or any Order Form is overdue. PaidHR will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur as a result of any such termination or suspension. 

•       Eligibility and Acceptance of Our Terms & Conditions

• To be eligible to use any of Our Services, you must review and accept the terms set forth in this Agreement, any supplemental agreements and the terms of any applicable ordering documents issued by PaidHR or its authorized resellers specifying the Services to be provided under this Agreement (“Order Form”). By accessing or using the Platform or signing up to create a profile on Our Platform (“PaidHR Profile”), You acknowledge that You have read, understood, and agree to be bound by this Agreement, and that such agreement is effective as of the date of such action. You also agree to comply with all agreements, applicable laws, and regulations incorporated into this Agreement and applicable to the Services. If You do not agree with the conditions in this Agreement, do not access or use this Platform or Our Services. Your authorization to access and use any of Our Services is conditioned on your acceptance of and compliance with the terms of this Agreement and Your Order Form. You acknowledge that no term in any Order Form or other instrument entered into between You and PaidHR or a reseller of our Services will modify or be deemed to modify this Agreement unless expressly agreed with PaidHR, in writing. 

• Authorised Representatives

You may authorise an individual (“Authorised Representatives”) to manage Your access to and use of the Services and the Platform. In this event, the Services and the Platform must only be accessed and used by Authorized Representatives and/or Employees who are at least 18 years of age or otherwise not barred from using the Services or the Platform under applicable law. You acknowledge and agree that You are liable for all actions and omissions of any Authorised Representative or other individual that You allow to access the Services, and are responsible for ensuring that such individual’s use of the Services complies with the terms of this Agreement and the Employee Terms of Service Agreement and all wage and hour laws, employment laws, and any other applicable laws and regulations. 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 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 any Authorised Representative, in the event that this representation is false. 

•     Additional Definitions

“Customer Data” means information, data, and other content, in any form or medium, that is uploaded or otherwise received, directly or indirectly, from the Customer through the Platform including all information relating to Employees of the Customer. For the avoidance of doubt, Customer Data does not include Resultant Data. 

“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. 

“PaidHR Materials” means all specifications, documentation, systems, methods, processes, software, deliverables, technical or functional descriptions, directories, tracking systems, and any and all other information, data, documents, materials, works, content, templates, devices, employee onboarding and offboarding features, sample agreements, policies, and workplace administration features developed, provided, or used by PaidHR from time to time in connection with the Services and made available for the use of the Customer or an Employee. For the avoidance of doubt, PaidHR Materials include Resultant Data and any information, data, or other content derived from PaidHR’s monitoring of the Customer’s access to or use of the Services. However, PaidHR Materials do not include Customer Data.

“Resultant Data” means data and information related to a Customer’s or an Employee’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, operation and improvement of the Services. 

“Services” as used in this Agreement includes all improvements, updates, enhancements, bug fixes, release notes, upgrades and changes thereto, as developed by PaidHR and made available to Customers. 

“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. 

•      Access and Use of the Services

• License Grant

Subject to Customer’s payment of the relevant fees, PaidHR hereby grants Customer a non-exclusive, non-transferable license to access and use the Services during the term agreed with Customer (the “Term”), solely for use by Customer in accordance with this Agreement. Such use is limited to the Customer’s internal use. Customer shall not sublicense, resell, distribute, copy, modify or reverse engineer, or otherwise exploit the Platform or any portion thereof. 

• Ownership

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 to You. 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.

• Third Party Platforms & Shared Information

• 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. 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 agree to be bound 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. 

• You hereby authorize PaidHR to submit to the applicable partner any and all documents and information about You, that are necessary for such third-party partner or PaidHR to provide any relevant Service to You, including, without limitation, Your payroll information, bank account information or other personal information relating to Your Employees, and any additional information requested by such partner in connection with this Agreement 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 partners we rely on may include but are not limited to payment processing, bill payment and subscription services, and data storage.

• No Professional Advice

You acknowledge that PaidHR is not a lawyer, accountant, or other professional services provider, and accordingly, does not provide legal, financial, benefits, tax, IT, compliance, or other professional advice. Any information provided through the Platform including any PaidHR Materials is intended for Your general use only, and does not constitute legal or other professional advice. You understand that You are responsible for any actions taken based upon information received from PaidHR, and where professional advice is needed, that You should seek independent professional advice from a person who is licensed or qualified in the applicable field and jurisdiction.

• Geographic Restrictions

The Services are only available for persons in those jurisdictions in which they may legally be sold, purchased and used. Nothing related to the Services and/or Platform shall be considered a solicitation to buy or an offer to sell anything to any person in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful. The technology and software underlying the Services and/or the Platform or distributed in connection therewith and the transmission of any applicable data may be subject to export control laws. No such software or data may be downloaded from the Services or otherwise exported or re-exported in violation of any such applicable export control laws. Downloading or using such software or data is at Your sole risk. You agree to comply with all local rules and laws regarding Your use of the Services, including as it concerns online conduct and acceptable content. PaidHR hereby disclaims any and all liability with respect to any use of the Services or the Platform outside of the terms of this Agreement.

• Employee Solutions

Certain features of the Platform may enable Employees to access products or services, including financial, credit, earned wage access, telecommunication, lifestyle or other ancillary services by other third-parties (“Employee Solutions”). PaidHR provides access solely as a facilitator. PaidHR is not a party to, and makes no representation or warranty regarding, such Employee Solutions. The Customer agrees to cooperate fully with PaidHR in enforcing the Employee Terms of Use and any agreements related to Employee Solutions provided through the Platform. This includes, without limitation, assisting the Company in investigating, resolving, or addressing any misuse, breach, or disputes arising from Employees’ or Customer’s use of the Platform, the Services or Employee Solutions. The Customer shall take reasonable steps to ensure that Employees’ comply with all applicable terms, policies, and applicable laws in connection with the use of Employee Solutions.

• Our Right to Modify the Services

PaidHR reserves the right to modify, suspend, discontinue, or restrict Your access to any part of the Platform, Services or its features, at any time, with or without notice, for any reason, including but not limited to compliance with applicable law, technical upgrades, or changes in commercial arrangements. Where feasible, We shall use reasonable efforts to notify You of material changes in advance. Continued use of the Platform after any such modification constitutes acceptance of the modified Services. PaidHR shall not be liable to You or any third party for any modification, suspension, or discontinuation of the Platform or any part thereof. You acknowledge that certain functionalities, including access to third-party services may be subject to separate terms or may be suspended or withdrawn at the discretion of PaidHR or its third-party partners.  Any modification, suspension, discontinuance, or restriction of access to the Platform does not affect the validity of the obligations entered into under this Agreement, prior to such modification, suspension, discontinuance or restriction. 

•      Administration of Your PaidHR Profile 

• Your PaidHR Profile

To access the Services, you must create a PaidHR Profile on the Platform, by providing relevant information, which includes Your relevant business name, an official email address, a phone number, a high-strength password and other standard Know-Your-Customer requests. 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 or Your Employees from time to time as the primary mode of communicating with You, including with respect to updates or other information relating to any of the Services available on our Platform. We may provide You and Your Employee with access to an interactive dashboard (“Dashboard”) as well as a digital/virtual wallet (the “PaidHR Wallet”) as is necessary to access the Services. The PaidHR Wallet provided to You as part of Your PaidHR Profile is for the sole purpose of the Services. You acknowledge and agree that We may use the PaidHR Wallet for all and any other transactions necessary for the provision of the Services, including effect payments or disbursements on Your behalf, to Your Employees and making deductions in connection with funds advances to Your Employees under our Earned Wages Access program or in relation to any other Employee Solution.

• Account Responsibility & Security

You understand that Your PaidHR Profile is solely for Your use, and You will not share your PaidHR profile or passwords with anyone. You are fully responsible for all actions taken on or through the Services associated with your PaidHR Profile. You are fully responsible for all activities of Your Authorised Representatives and Employees, in relation to the Services associated with their individual accounts opened in connection with Your PaidHR Profile and the use of any Dashboard made available to an Employee or Authorised Representatives. You are responsible for managing Employee access rights within Your organization’s account and ensuring that only duly verified Employees and Authorised Representatives access the Platform. 

• You are responsible for the security of Your PaidHR Profile and agree to keep Your password secure. Customer agrees to adequately secure and keep confidential any credentials or passwords and any information accessible via its PaidHR Profile. If Customer believes or suspects that its PaidHR Profile, password or other credentials have been accessed or compromised, Customer must immediately notify PaidHR at hello@paidhr.com. Customer accepts all risks of unauthorized use of its PaidHR Profile arising from Customer’s failure to implement security safeguards or otherwise maintain the confidentiality of its credentials and passwords and hereby releases, fully indemnifies, defends and holds PaidHR harmless from any liability to the extent arising from such unauthorized access or failure to implement security safeguards. 

• Customer acknowledges that modules and features available within the Platform are integral to the Services. The Client’s failure to use such required modules or features may result in data gaps or processing errors. Customer agrees to use the Platform, including all modules and features that pertain to the relevant Service, in accordance with the training, demos, manuals and documentation provided by PaidHR. PaidHR shall not be liable for any inaccuracies, errors, or inconsistencies arising from the Client’s non-use or improper use of the Platform or any of the features made available on the Platform, contrary to provided training or documentation.

• Accuracy of Information

You represent and warrant that all information You provide to Us in relation to Your PaidHR Profile or Your use of the Services, including payroll information, is true, complete, accurate, correct, not misleading and provided in a timely manner. You represent and warrant that all such information is provided to PaidHR without any obligations on PaidHR to verify the accuracy or completeness of such information. In the event that the information You provide to Us changes, You hereby agree to notify Us of such changes immediately. You are responsible for the consequences of any inaccurate or incomplete information provided that PaidHR follows such instructions. PaidHR has no liability or responsibility for any inability to use the PaidHR Services due to such inaccuracy or incompleteness of such information. You agree to provide any additional documents and/or information as may be required from time to time and deemed necessary for Your use of the Services. 

• Customer Data and Consent

• You represent and warrant that You have the necessary rights, licenses, consents, permissions, waivers and releases to use, make available and provide the Customer Data in connection with Your use of the PaidHR Services. Without limiting the foregoing, in the event that You request that PaidHR provide any Customer Data (including employee and contractor information) to any third party, You represent that You have acquired any consents or provided any notices required to transfer such content or Customer Data and that such transfer does not violate any applicable laws. By providing any Customer Data to PaidHR, you hereby grant PaidHR, a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sub-licensable right to copy, display, upload, perform, distribute, model, index, store, modify, create derivative works from, and otherwise use Customer Data to provide the Services and for interoperability with third-party services, including, without limitation, as set forth in this Agreement, the PaidHR User Privacy Policy and the PaidHR DPA.

• By accessing the Services, You consent to Us collecting and using technical information about the devices You and Your Employees use in association with the Platform and related software, hardware and peripherals, to improve the Services and to provide any other services to You. 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 the Customer’s or Employee’s experience while using the Platform.

•      Prohibited Uses & Restrictions

5.7.1.   The Customer shall not, under any circumstances, use the PaidHR Wallet, Dashboard or any related features, for purposes inconsistent with this Agreement. Specifically, the Customer is prohibited from:

• Using any content, data, or functionality provided by PaidHR or third-party providers through the PaidHR Wallet in a manner not expressly permitted under this Agreement;

• Engaging in any fraudulent, malicious, illegal, or otherwise unauthorized activities using the PaidHR Wallet;

• Making or attempting to make any transfers out of the PaidHR Wallet without PaidHR’s express written consent or to unauthorized recipients; and 

• Using, copying, displaying, distributing, modifying, broadcasting, translating, reproducing, reverse engineering, reformatting, incorporating into advertisements and other works, selling, trading-in, promoting, creating derivative works, or in any way exploiting or allowing others to exploit the PaidHR Wallet, Dashboard or any related features.

5.8. Account Restriction or Closure

5.8.1. 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 or from accessing Your PaidHR Profile. Such restriction may extend to a number of hours or days as PaidHR deems necessary. Closing or restriction of Your PaidHR Profile shall however not affect any of Our accrued rights and Your liabilities to Us. PaidHR may at its sole discretion restrict or close Your PaidHR Profile and PaidHR Wallet in a variety of circumstances including if:

5.8.2. PaidHR reasonably suspects or believes that You are in breach of this Agreement; 

5.8.3.   You use or attempting to 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;

5.8.4.   PaidHR is required to comply with an order or instruction of or recommendation are commendation from the government, court, regulator or other competent authority;

5.8.5.  Such closing or restriction is necessary as a consequence of technical problems or for reasons of safety; 

5.8.6.    Such closing or restriction is necessary to facilitate update or upgrade the contents or functionality of the Services from time to time; 

5.8.7.    Your PaidHR Profile becomes inactive or dormant; and

5.8.8.    PaidHR decides to suspend or cease the provision of the Services for commercial reasons as it may determine in its absolute discretion. In this event, PaidHR agrees to provide a reasonable advance notice.

•      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 and hereby authorizes PaidHR to conduct automatic debits of Customer’s designated funding source for such fees as they become payable. Subscription fees are payable at the start of each subscription term (including any renewal terms) (“Subscription Term”), and PaidHR will automatically debit fees, and any applicable charges, from Customer’s designated funding source in accordance with the provisions of this Section or the relevant Order Form or as otherwise agreed with PaidHR. Other than as expressly provided for in this Agreement, subscription fees are non-refundable. 

• Except as otherwise agreed with PaidHR, You agree to a set number of Employees and fees per Subscription Term, as shown in your Order Form. 

• Except as otherwise agreed with PaidHR, Customer shall not reduce the number of Employees during a Subscription Term. However, a Customer may reassign unused seats to new Employees. If You add more Employees, You’ll be charged the applicable subscription fees for the rest of the Subscription Term. 

• If Customer fails to pay the subscription fees as and when due then, in addition to all other remedies that may be available to PaidHR, PaidHR may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly, 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 the subscription fees, including any amounts which the Customer is required to pay under this Agreement, by providing written notice of the new subscription or other fees to Customer at least thirty (30) calendar days prior to the commencement date of the new subscription fees. 

• 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 and liable for all sales, use, and excise taxes, value added tax and any other similar taxes, foreign exchange charges, duties, debit/credit card charges, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority or any of our subcontractors or third parties, on the subscription fees or any amounts payable by Customer hereunder.

• If Customer disagrees with any fees or charges, Customer must notify PaidHR in writing within 30 days of such debit. PaidHR agrees to promptly work with Customer to resolve the issue quickly. If You do not notify PaidHR of any such dispute within 30 days, You waive the right to dispute any such charge.

•       Intellectual Property Rights

• All right, title, and interest in and to the Platform and 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 own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. You have  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. Customer hereby unconditionally and irrevocably grants to PaidHR 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, exercise PaidHR’s, its subcontractors’, and its personnel’s rights and perform PaidHR’s, its subcontractors’, and its personnel’s obligations hereunder.

•     Non-Solicitation

During the Term and for five (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 who is/was employed or engaged by PaidHR or any subcontractor of PaidHR and involved in any respect with the Services or the performance of this Agreement.

•       Acceptable Use Restrictions

• You are prohibited from directly or indirectly engaging in conduct that presents a risk of harm to other users, our customers, the Services, the Platform or any third parties (“Prohibited Activities“). You agree not to:

• Use the Platform or the Services in any unlawful manner, for any unlawful purpose, or in a manner inconsistent with this Agreement, including acting fraudulently or maliciously.

• Connive with Our employees, or third parties to use the Platform or the Services to defraud PaidHR, including committing identity theft.

• 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, except as otherwise agreed with PaidHR.

• Wilfully destroy Your electronic devices, deactivate Your email address, destroy Your device SIM card, or carry out other similar activities with the purpose of defrauding PaidHR.

• Use the Platform or the Services in a manner that implies or promotes support, funding of, or membership in a terrorist organization.

• Use the Platform or Services in any manner that contravenes applicable laws or facilitates activities prohibited under this Agreement.

• 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 not licensed by this Agreement.

• 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, including by:

• Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code underlying the Platform or the Services;
• Transferring, reselling, leasing, licensing, or assigning the Platform or the Services or permitting any third party to access the Platform or the Services without express permission;
• Using the Platform or the Services for any purpose other than Your bona fide internal business purposes as agreed with PaidHR;
• Sharing Your passwords or credentials, or allowing any other person to use them;
• Connecting Your PaidHR Profile to third-party products through unauthorized means;
• Tampering with Our systems or other customer accounts, including probing or testing vulnerabilities;
• Developing or using software, scripts, robots, crawlers, or other technologies to scrape data or build a competing product or service;
• Using the Services to send payments to, or for the benefit of, sanctioned or restricted persons or entities;
• Launching automated systems (“robots,” “spiders,” “offline readers”) that overload Our servers;
• Using the Services to build, maintain, or improve a similar or competitive product, for third-party research, or to obtain unauthorized access;
• Accessing the Services other than through authorized interfaces or attempting to mask, pool, or reduce measurable access metrics;
• Accessing or obtaining data other than through authorized software applications, plugins, integrations, or extensions;
• Engaging in harassing, abusive, or otherwise inappropriate behavior;
• Using the Services or Platform for fraudulent, illegal, or unauthorized purposes;
• Transmitting malware or hosting phishing pages;
• Performing activities that harm or disrupt the Services, Our Platform and infrastructure, or those of our third-party providers and partners;
• Engaging in deceptive commercial practices; or
• Extracting information or data from the Services or Platform or attempting to decipher transmissions to or from the Services or the Platform.

• PaidHR shall have the right, but not the obligation, to monitor, audit or investigate Your use of the Services at any time for compliance with this Agreement. Our determination of whether a breach of this Agreement has occurred will be final and binding, and any action taken with respect to enforcing the provisions specified in this Agreement, including taking no action at all, will be at Our sole discretion. 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 the provisions of this Clause 9. Without prejudice to any other provisions in this Agreement, 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 in this Clause 9.

9.1.10  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 Platform permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify the other Party of any such actual or threatened activity.

•       Indemnity

• 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 PaidHR and/or such PaidHR Indemnitee resulting from any action by a third party to the extent that such claim or losses result from, or are alleged to arise out of or result from: (a) any use  of Customer Data by a PaidHR Indemnitee, 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) Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; (d) fraud, negligence or any act or omission (including recklessness or wilful misconduct) by Customer or any of its representatives or Employees in connection with this Agreement; (e) Any breach of applicable laws by the Customer or any of its representatives or Employees.

• The indemnity in clause 10.1. above, shall also include the following:

10.2.1. 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.

 10.2.2. 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.

10.2.3  Any unauthorized access to Your PaidHR Profile or any breach of security or any destruction or accessing any Customer Data or any destruction or theft of or damage to any of Your device, platforms or systems.

10.2.4. Any loss or damage occasioned by Your failure to adhere to this Agreement and/or by supplying incorrect information.

10.2.5 Any loss or expenses arising from a fraud perpetrated by You or Your Employees or representatives or any expenses incurred by Us in engaging the relevant regulatory authorities as may become necessary on account of Your actions.

• PaidHR agrees to indemnify, defend and hold Customer harmless against any and all third party claims, actions, suits, proceedings, and demands, including all reasonable out-of-pocket attorney’s fees incurred, and damages and other costs finally awarded (“Claims”) arising out of allegations by a third party that the Services or any portion thereof infringe(s) or otherwise violate(s) such third party’s intellectual property rights. In this event, Customer must give PaidHR prompt written notice of such Claims and afford sole control to defend and settle such Claim and provide all reasonable cooperation, at PaidHR’s expense, in PaidHR’s defense and settlement of the Claim. If a Claim is made or likely to be made, PaidHR may: (a) procure a license to allow You to continue using the allegedly infringing component(s) of the Services; (b) modify the infringing component(s) to make them non-infringing; or (c) if (a) and (b) are not reasonably available, terminate Your right to use the infringing component(s) effective immediately and refund to Customer any prorated fees associated with such component from the termination date to the end of the relevant Subscription Term. This section states PaidHR’s entire liability and Customer’s sole and exclusive remedy with respect to infringement of third party intellectual property rights under this Agreement.

•       Disclaimer

• EXCEPT AS IS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES, INCLUDING WITHOUT LIMITATION THE PLATFORM, THE EMPLOYEE SOLUTIONS, ANY THIRD-PARTY SERVICES AND THE PAIDHR MATERIALS ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. PAIDHR HEREBY DISCLAIMS ANY AND ALL LIABILITIES, RESPONSIBILITIES AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY, COMPLETENESS, TIMELINESS, NON-INFRINGEMENT, LOSS OF DATA, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, PAIDHR DOES NOT WARRANT THAT THE SERVICES, WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PAIDHR OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY. PAIDHR DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCT OR ANY DISTRIBUTION CHANNEL. ALL WARRANTIES AND OBLIGATIONS IMPLIED BY LAW ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THE   LAW. IF THE SERVICES ARE INTERFERED WITH OR UNAVAILABLE, OUR SOLE LIABILITY UNDER THIS AGREEMENT IN RESPECT THEREOF SHALL BE TO RE-ESTABLISH THE SERVICES AS SOON AS REASONABLY POSSIBLE, WHERE POSSIBLE. PAIDHR HAS RELIED ON THIS DISCLAIMER IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT.

•       Limitation of Liability

• YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS CLAUSE 12 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF PAIDHR WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. CUSTOMER AND PAIDHR WILL USE REASONABLE EFFORTS TO MITIGATE ANY POTENTIAL DAMAGES OR OTHER ADVERSE CONSEQUENCES ARISING FROM OR RELATED TO THE SERVICES. PAIDHR HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT.

• EXCEPT WITH RESPECT TO PAIDHR’S IP INDEMNIFICATION OBLIGATIONS HEREIN, UNDER NO CIRCUMSTANCES, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL PAIDHR OR ITS AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND/OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, NON-PECUNIARY, EMOTIONAL OR OTHER INDIRECT DAMAGES, PAYROLL-RELATED ERRORS, OR FOR LOST PROFITS OR LOST/INACCURATE DATA OR LOSS OF GOODWILL OR REPUTATION, OR REPLACEMENT COSTS, BUSINESS INTERRUPTION FOR ANY REASON, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, ANY EMPLOYEE SOLUTIONS OR ANY FAILURE OR DELAY IN DELIVERING THE SERVICES, OR ANY EMPLOYEE SOLUTIONS, EVEN IF PAIDHR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. 

• IN NO EVENT, SHALL THE COLLECTIVE AND AGGREGATE LIABILITY OF PAIDHR, AND ITS AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS AND LICENSORS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY DIRECT DAMAGES, IN THE AGGREGATE, EXCEED THE AMOUNT OF FEES PAID TO PAIDHR HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM THAT GAVE RISE TO THE LIABILITY. THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF PAIDHR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF SUCH DAMAGES WERE FORESEEABLE. THE FOREGOING LIMITATIONS APPLY, EVEN IF ANY REMEDY FAILS FOR ITS ESSENTIAL PURPOSE AND TO ANY CLAIMS RELATING TO THE PROCESSING OF PERSONAL DATA UNDER THIS AGREEMENT.

• TO THE EXTENT ANY SUPPLEMENTAL TERMS CONTAIN A LIMITATION OF LIABILITY PROVISION, THE LIMITATION OF LIABILITY SET FORTH IN SUCH SUPPLEMENTAL TERMS ARE EXCLUSIVE TO THE LIABILITY ARISING IN CONNECTION WITH THOSE SERVICES COVERED BY THE APPLICABLE SUPPLEMENTAL TERMS AND PAIDHR’S AGGREGATE LIABILITY UNDER ALL APPLICABLE SUPPLEMENTAL TERMS AND THE AGREEMENT, SHALL NOT EXCEED THE AMOUNT SET FORTH IN THIS CLAUSE 12.

•      Entire Agreement

• This Agreement (including the Order Forms and any supplemental terms which PaidHR may present to you for review and acceptance at the time You subscribe to, activate or first access the applicable Service) constitute the entire agreement between You and Us and supersede and extinguish all previous and/or contemporaneous agreements, promises, assurances, warranties, representations and understandings between Us, whether written or oral, relating to the its subject matter of this Agreement, except to the extent that an Order Form explicitly modifies this Agreement, in which event, the Order Form shall govern solely with respect to such modifications. 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 Agreement.

•    Force Majeure

PaidHR shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement 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.

•       Beware of Scam

• 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.

• PaidHR would never:

1. Send You suspicious texts, pop-up windows, links or attachments in emails;
2. 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;

1. Send an email, SMS, or call You or leave a voice message informing You about a refund and requesting that You provide Your sign-in details or payment PIN to claim such refund;
2. 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;
3. 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; or

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.

‍

• In the event that You suspect that You may have fallen victim to scammers, You must immediately contact PaidHR to place a restriction on Your PaidHR Wallet. You shall be responsible and liable for charges and for any transactions or losses that occur on Your PaidHR Profile or PaidHR 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 or PaidHR Wallet or any other features associated with the Service prior to placing a restriction on Your PaidHR Wallet and/or PaidHR Profile.

• 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, direct punitive, special, incidental or consequential loss, arising as a result of the events contemplated in clauses 15.2 (i-vii). 

• 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.

•     Assignment & Sub-Contractors

This Agreement, and any rights and licenses granted hereunder shall not be transferred or assigned by You without the prior written consent of PaidHR. PaidHR may withhold, condition, or delay any such consent in its sole discretion. Any attempted transfer or assignment in violation hereof shall be null and void. You acknowledge and agree that PaidHR may in its sole discretion, engage third-party contractors, vendors, agents or service providers (“Subcontractors”) perform any part of the Services on its behalf without prior notice to You, in so far as the engagement of such Subcontractor is necessary for the provision of the Services. You expressly waive, to the fullest extent permitted by law, any claims, demands, or causes of action under applicable data protection, privacy, or similar laws arising from our engagement of Subcontractors in connection with the provision of the Services. You further acknowledge that You do not require us to obtain your consent before engaging any Subcontractor. You agree that this waiver is reasonable and necessary for the efficient and effective performance of the Services, including the fulfillment of our legal, regulatory, and contractual obligations. PaidHR shall ensure that any Subcontractors engaged in connection with the Services are bound by confidentiality and data protection obligations consistent with applicable law.

•    Electronic Transmission

The Customer hereby agrees to electronic communication. 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 hereto 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 hereby waives any such or other related defence.

•    Severance

If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower 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 Agreement shall remain in effect.

•    No Partnership or Agency

This Agreement 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 Agreement. 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 Agreement, You have no authority to act as agent for PaidHR or bind PaidHR in any way.

•      Insurance

The Customer shall, at its own expense, maintain adequate insurance coverage reasonably appropriate to its use of the Services and its operations, including, where relevant: (a) liability arising from the Customer’s use of the Services; (b) cybersecurity, data protection, or privacy-related liability; and (c) any other coverage reasonably required to comply with applicable law. Upon request, the Customer shall provide evidence of such insurance to PaidHR. To the extent permitted by law, the Customer waives all rights of subrogation against PaidHR, its officers, employees, and agents for any claims covered by the insurance required under this Agreement. The parties agree that maintaining insurance under this section does not limit the Customer’s obligations or liabilities under this Agreement.

•       Compliance with Laws

• You will be solely responsible for compliance with any and all applicable laws, rules and regulations affecting Your business, and any use You may make of the Services to assist You in complying with any such laws, rules or regulations. In addition, Customer is responsible for ensuring that its Employees and Authorised Representatives comply with applicable laws while using the Services, including the intellectual property and third-party rights of others.

• Each Party agrees, in its performance of its obligations under this Agreement, to comply, and to cause its affiliates to comply, with all applicable anti-bribery, anti-money laundering and other anti-corruption laws applicable in its jurisdiction. (collectively, “Anti-Corruption Laws”). In general, the Anti-Corruption Laws prohibit: (i) directly or indirectly making, promising, authorizing, or offering any advantage or anything of value to public officials or private persons or corporations to secure an improper advantage, to improperly obtain or retain business, to direct business to any other person or entity; and/or (ii) the concealment of the origins of illegally obtained money, typically by means of transfers involving foreign banks or legitimate businesses. Each Party will maintain policies and procedures designed to ensure its compliance with applicable Anti-Corruption Laws. Neither Party shall knowingly take any action that would cause the other Party to be in violation of Anti-Corruption Laws. Each Party shall immediately notify the other Party if such Party has any information or suspicion that there may be a violation of any Anti-Corruption Law in connection with the performance of any activities under this Agreement.

•      Construction

PaidHR has prepared this Agreement and Customer has either retained counsel or had the opportunity to do so to review this Agreement. With respect to any dispute concerning the meaning of this Agreement, this Agreement will be interpreted as a whole with reference to its relevant provisions and in accordance with its fair meaning, and no part of this Agreement will be construed against PaidHR on the basis that PaidHR drafted it. In the event of disputes, this Agreement will be viewed as if prepared jointly by PaidHR and Customer.

•    Marketing

Customer agrees that PaidHR may use Customer name and logo on Our website and in other promotional marketing materials, unless Customer opts out of such usage by sending an email to hello@paidhr.com. 

•    Future Functionality

The Customer acknowledges that its purchase of access to the Platform is based solely on the functionality available at the time of subscription. Any statements, presentations, or materials describing possible future features, enhancements, or integrations are for informational purposes only and are not binding commitments. The Customer agrees that it has not relied, and will not rely, on the availability of any future functionality in entering into this Agreement or any related Order Form.

•    Notices

PaidHR may provide notices to Customer or its Employees, whether required by law or for operational, marketing, or other business purposes, by email, mobile message, postal mail, hard copy delivery, or through in-product notifications on the Platform, as determined by PaidHR in its sole discretion. PaidHR reserves the right to choose the form and method of providing such notices, provided that Customers or their Employees may designate or opt out of certain communication methods through their respective account settings. PaidHR is not responsible for any losses or claims attributable to (a) any requests by You requesting PaidHR to only send updates or notices relating to the Service only to Authorised Representatives (b) any automatic filtering or blocking by You, Your email service, or network provider that may prevent delivery of notices or updates sent to the email address associated with Your PaidHR Profile.

•    Survival

Except as expressly provided otherwise in this Agreement, all provisions that by their nature extend beyond the expiration or termination of this Agreement shall survive such expiration or termination, including, without limitation, provisions related to confidentiality, intellectual property ownership, payment obligations, indemnification, limitations of liability, dispute resolution, and compliance with laws.

•    Waiver

No waiver of any rights will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

•    Governing Law

This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the laws of Nigeria.

•       Arbitration

• Any past, present or future or claim relating in any way to Your use of or access to the Services, the Platform or any product or Service integrated with the Services as well as any dispute or claim relating to or arising under this Agreement (including under the PaidHR Privacy Policy, the PaidHR DPA, and any other applicable supplemental terms), shall be resolved by binding, individual arbitration rather than in Court. Any such dispute shall be referred to arbitration at the Lagos Multi-door Courthouse (“LMDC”) and governed by the Arbitration and Mediation Act, 2023. 

• The arbitration shall be conducted by a single arbitrator who shall have demonstrable experience advising venture-backed technology start-ups for a minimum of ten (10) years. Where both Parties are unable to agree on the choice of such an arbitrator within seven (7) days of the end of the one-month negotiation period, either Party may refer the appointment to the LMDC, which shall appoint a qualified arbitrator within fourteen (14) days. Such arbitrator must meet the substantive qualification requirements specified in this Clause. The arbitrator shall be required to convene a preliminary meeting within seven (7) days of appointment, and the arbitration proceedings shall be concluded within ninety (90) days of such appointment, unless extended by mutual agreement in writing or by the arbitrator for just cause. 

• The findings of the arbitrator and any resulting award shall be final and binding on both Parties. Each Party shall bear its own costs in connection with the arbitration. The venue for the arbitration shall be in Lagos, Nigeria. The terms in this section are referred to as the “Arbitration Agreement”. This Arbitration Agreement applies to all such claims, brought under any legal theory, unless the claim relates to a dispute that, by law, cannot be subject to arbitration or where arbitration is expressly prohibited by applicable law.

• This Arbitration Agreement is intended to be broadly interpreted and will survive termination of this Agreement, which means (among other things) that this arbitration agreement applies even after You have stopped using Your PaidHR Profile or have deleted it. The arbitrator shall have exclusive authority to the extent permitted by law to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. If the parties have a dispute about whether this Arbitration Agreement can be enforced, whether this Arbitration Agreement applies to a dispute, or any other dispute about the meaning or scope of this Arbitration Agreement, the parties agree that the arbitrator shall have exclusive authority to resolve the dispute.

•     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: hello@paidhr.com. or writing to us at: 11 Providence Street, Lekki Phase 1, 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, We will send You Our final response to Your complaint.