These Terms and Conditions (“T&C”) govern participation in the PaidHR Refer for Reward Programme (“Program”) offered by PadeHCM Technologies Limited (“PaidHR”). Please read these terms carefully before participating. By submitting an application or participating in the Program, you agree to be bound by these Terms and Conditions.

1. Definitions and Interpretation

Capitalised terms in this T&C are defined as follows:

• “Confidential Information” means any information or data which by its nature or content is identifiable as confidential and/or proprietary to PaidHR, a Referred Client and/or any third party, or which is provided or disclosed in confidence by PaidHR to the Referrer by whatsoever means.
• “Go Live” means the date the Referred Client commences actual use of the Software after the implementation and onboarding processes are completed.
• “Implementation Fee” means fees other than the Subscription Fee paid to PaidHR by the Referred Client for the processes of adoption and integration of the Software into the Referred Client’s business.
• “Marketing Materials” means all resources provided by PaidHR to the Referrer for the purpose of marketing and securing leads.
• “Partner Marks” include PaidHR logos, trademarks, copyright, or other marketing materials made available to the Referrer in connection with this T&C.
• “Party” means PaidHR or the Referrer where the context permits. “Parties” means both jointly.
• “Public Officer” means a person who has been legally elected or appointed to public office, who is in government employment, or who exercises governmental functions.
• “Qualified Referral” means a referred company or organisation that meets the criteria set out in Section 3 of this T&C.
• “Referral” means a lead or opportunity generated by the Referrer for PaidHR.
• “Referrer” means the individual or business approved by PaidHR to participate in the Program.
• “Referred Client” means a client introduced by the Referrer to PaidHR.
• “Software” refers to PaidHR’s Human Resource Solution and Payroll System.
• “Subscription Fee” means fees paid to PaidHR by the Referred Client, exclusive of tax, for the subscription to PaidHR’s products and services.
• “Successful Lead” means a Referral that results in the Referred Client entering into and completing payment for a paid annual subscription agreement with PaidHR.
• “T&C” means these Terms and Conditions.

2. Eligibility

• The Program is open to individuals or businesses approved by PaidHR (“Referrers”).
• Employees of PaidHR and their immediate family members are not eligible to participate unless explicitly authorised in writing by PaidHR.
• PaidHR reserves the right to approve or decline any participant at its sole discretion.
• As of the date of participation, the Referrer must not be an employee of PaidHR’s Channel Partner or a Public Officer.

3. Qualified Referral

A “Qualified Referral” is defined as a referred company or organisation that:

• Is not an existing PaidHR customer as of the date of referral;
• Has not been in active negotiations or discussions with PaidHR during the twelve (12) month period immediately preceding the date of referral;
• Is successfully introduced through the official referral process; and
• Enters into a paid annual subscription agreement with PaidHR and completes payment for the billing period.

4. Referral Reward

• Commission Rate: The referral reward is set at 5% of the Subscription Fee received from the Referred Client for their first billing period. This rate may be subject to change; however, any changes must be agreed in writing by both parties prior to the referral closing.
• Payment Timeline: Referral rewards will be paid within 48 hours of the Referred Client going live, once PaidHR has validated that the client’s requirements are fully supported by PaidHR’s solution.
• Reward Tiers: The commission applies uniformly across all subscription tiers, including subscription amounts from ₦2.5M to ₦5M, ₦5M to ₦10M, ₦10M to ₦15M, and ₦15M and above.
• PaidHR reserves the right to withhold or cancel rewards in cases of fraud, misrepresentation, or violation of this T&C.
• Rewards are non-transferable and will be paid to the Referrer only.

5. Referrer’s Obligations

The Referrer shall:

• Use best efforts to promote and facilitate the marketing and sale of PaidHR’s products and services;
• Work closely with PaidHR to ensure the success of any business lead;
• Not make any representation, warranty, price guarantee, or discount commitment on behalf of PaidHR;
• Not engage in fraudulent, misleading, or unethical practices including but not limited to spamming, false advertising, or misrepresentation;
• Not send unsolicited electronic messages to multiple unrelated recipients in promoting PaidHR’s solutions; and
• Immediately notify PaidHR of any obligation or circumstance which may hinder performance under this T&C, including becoming a Public Officer or an employee of a PaidHR partner.

6. PaidHR’s Obligations

PaidHR shall:

• Provide the Referrer with requisite support and resources, including sales and technical information on PaidHR’s products and services;
• Provide promotional and marketing materials for use by the Referrer; and
• Process qualifying referral rewards in accordance with Section 4 of this T&C.

7. Program Changes

• PaidHR may modify, suspend, or terminate the Program at any time without prior notice.
• Any changes to reward structures will apply to future referrals only and will not apply retroactively to Qualified Referrals already approved at the time of the change.
• Continued participation in the Program following any modifications constitutes the Referrer’s acceptance of the updated terms.

8. Customer Relations

• PaidHR shall be the exclusive owner of all relations between PaidHR and the Referred Client with respect to PaidHR’s products and solutions.
• PaidHR’s service agreement, general terms of service, and other applicable policies will govern the relationship with Referred Clients and may be updated by PaidHR without prior notice to the Referrer.

9. Confidentiality

• Participants may receive access to non-public or proprietary information in the course of the Program.
• Such Confidential Information must not be shared externally without prior written consent from PaidHR.
• Parties agree to protect Confidential Information using at least the same level of security applied to their own most sensitive information.
• Confidentiality obligations shall survive the termination of this T&C.

10. Intellectual Property

• All PaidHR intellectual property rights, including trademarks, logos, and copyright, remain the exclusive property of PaidHR.
• PaidHR grants the Referrer a non-exclusive, non-transferable, royalty-free right to use Partner Marks solely for the purpose of promoting PaidHR’s products under this T&C.
• The Referrer shall not copy, sell, distribute, or create derivative works based on PaidHR’s products or Partner Marks without prior written authorisation.

11. Independent Contractors

• Referrers act as independent contractors. Nothing in this T&C shall create a joint venture, agency, franchise, employment, or any other relationship beyond what is described herein.
• The Referrer has no authority to bind PaidHR or make representations on PaidHR’s behalf.

12. Limitation of Liability

• PaidHR shall not be liable for any indirect, incidental, or consequential damages arising from participation in the Program.
• Participation is at the Referrer’s own risk.
• The Referrer agrees to indemnify and hold PaidHR harmless from any claims, losses, or liabilities arising from the Referrer’s breach of this T&C, negligence, or failure to comply with applicable laws.

13. Termination

• PaidHR reserves the right to terminate a Referrer’s participation in the Program at its sole discretion.
• A Referrer may withdraw from the Program by sending a written request to hello@paidhr.com.
• Termination shall not affect rights or obligations that accrued prior to the termination date.
• Upon termination, the Referrer must immediately discontinue use of all PaidHR Partner Marks.

14. Governing Law and Dispute Resolution

• These Terms are governed by the applicable laws of the Federal Republic of Nigeria.
• For Referrers residing in South Africa, Ghana, or Eastern Africa, the applicable local laws and courts of those jurisdictions shall apply respectively.
• In the event of a dispute, Parties shall first endeavour to resolve the matter amicably before resorting to litigation.

15. Severability

If any provision of this T&C is found to be invalid or unenforceable, that provision shall be severed, and the remaining provisions shall continue in full force and effect.

16. Contact

For questions, clarifications, or to withdraw from the Program, please contact the PaidHR team at: hello@paidhr.com