By signing up for an account on this website (www.softsuite.com) , any of our websites, and/or applications, you are deemed a customer and agree to these Customer Terms of Service (the “Agreement”).

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY BEFORE SIGNING UP AS A CUSTOMER. If you do not agree to any or all of these Terms of Service, DO NOT USE THIS SITE!

About Us

SoftSUITE® (“we”, “us” or “our” or “SoftAlliance”) is a human capital management application that makes it easy for HR processes within an organization to be managed. SoftSUITE® is a product of Soft Alliance Enterprise Solutions Limited, a member of the SoftAlliance entities. Think about everything a human resources (HR) department needs to achieve: workforce planning, recruitment, appraisals, promotions, payroll, payment, keeping track of leave entitlement, getting visibility over project-specific costs, workforce performance, succession planning, regulatory compliance, and providing analysis. That's what SoftSuiteHR is all about.

We are an independent contractor for all purposes, providing this website and our services on an independent service provider basis. We do not endorse, have control, or assume the liability or legality for the products or services that are paid for with our service. We do not guarantee any user’s identity.

Agreement

These Customer Terms of Service is an agreement between you and SoftSUITE®. It details our obligations to you. It also highlights certain risks of using the services and you must consider such risks carefully as you will be bound by the provision of this Agreement through your use of this website or any of our services.

Change of Information

In the event that you change any information provided to us at registration including your business name, address, or where a corporate restructuring occurs you agree to notify us within 14 days of such change. We may be unable to respond to you if you contact us from an address, telephone number, or email account that is not registered with us.

The Service

The SoftSUITE® Service may include additional services that you subscribe to receive directly from or through SoftSUITE® (“Additional Services”). Some of these Additional Services have specific additional terms that apply to your use of those Additional Services (the “Additional Terms”), and those Additional Terms become part of this Agreement. In the event an Additional Term directly conflicts with any term in this Agreement, the Additional Term will apply to your use of the Additional Services instead of the term contained in this Agreement. For the avoidance of doubt, any reference to the Service in this Agreement will include the Additional Services.

Representation and Warranties

You represent and warrant to us that:

• You have full power and authority to enter into, execute, deliver and perform this Agreement;
• You are duly organized, authorized, and in good standing under the laws of the Federal Republic of Nigeria or any state, region or country of your organization and are duly authorized to do business in all other states, regions, or countries in which your business and any of your affiliates operate.
• You accept the terms of this Agreement on behalf of such legal entity and affiliates, and any references to “you” in this Agreement refer to such legal entity, affiliates and all of the employees, consultants and agents of those respective parties. You are responsible for all activity on the Service that occurs under your account.

Age Restrictions

You agree not to allow anyone else to have or use your password details and to comply with all reasonable instructions we may issue regarding account access and security. In the event you share your password details, we will not be liable to you for losses or damages. You will also take all reasonable steps to protect the security of the personal electronic device through which you access our services (including, without limitation, using PIN and/or password-protected personally configured device functionality to access SoftSUITE®’s services and not sharing your device with other people).

Data Compliance

You agree to comply with all data privacy and security requirements under any applicable law or regulation that may be in force, enacted, or adopted regarding confidentiality, your access, use, storage and disclosure of user information. It is your responsibility to comply with these standards.

We acknowledge that you own all the data provided to us. You hereby grant us a perpetual, irrevocable, sub-licensable, assignable, worldwide, royalty-free license to use, reproduce, electronically distribute, and display your customers’ data for the following purposes:

• Providing and improving our services;
• Internal usage, including but not limited to, data analytics and metrics so long as individual customer data has been anonymized and aggregated with other customer data;
• Complying with applicable legal requirements and assisting law enforcement agencies by responding to requests for the disclosure of information in accordance with local laws; and
• Any other purpose for which consent has been provided by your customer.

Software License

We hereby grant you a revocable, non-exclusive, non-transferable license to use SoftSUITE® (the “Software”) in accordance with the documentation accompanying the Software and the subscription plans. This license grant includes all updates, upgrades, new versions and replacement software for your use in connection with the SoftSUITE®’s services. If you do not comply with the documentation and any other requirements provided by SoftSUITE®, then you will be liable for all resulting damages suffered by you, SoftSUITE® and third parties. Unless otherwise provided by applicable law, you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Software. Upon expiration or termination of this Agreement, you will immediately cease all use of any Software.

Trademark License

We hereby grant you a revocable, non-exclusive, non-transferable license to use SoftSUITE®’s trademarks used to identify our services (the “Trademarks”) solely in conjunction with the use of our services. You agree that you will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to SoftSUITE® (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, you will immediately cease all display, advertising and use of all of the Trademarks.

Intellectual Property

We do not grant any right or license to any SoftSUITE® intellectual property rights by implication, estoppel, or otherwise other than those expressly mentioned in this Agreement. Each party shall retain all intellectual property rights including all ownership rights, title, and interest in and to its own products and services, subject only to the rights and licenses specifically granted herein.

Publicity

You hereby grant us permissions to use your name and logo in our marketing materials including, but not limited to use on our website and digital media channels, in customer listings, in interviews, and in press releases. Such Publicity does not imply an endorsement of your products and services.

Confidential Information

The parties acknowledge that in the performance of their duties under this Agreement, either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning each party’s services, know-how, technology, techniques, or business or marketing plans (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations, or (iv) is independently developed by the receiving party.

As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties under this Agreement or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

Termination

You may terminate this Agreement by closing your SoftSUITE® Account

We may suspend your SoftSUITE® Account and your access to SoftSUITE® services and any funds, or terminate this Agreement, if;

• You do not comply with any of the provisions of this Agreement;
• We are required to do so by a Law;
• We are directed by a Card Network or issuing financial institution; or
• Where a suspicious or fraudulent transaction occurs

Restricted Activities & Acceptable Use Policy

You are independently responsible for complying with all applicable laws related to your use of our website and services. However, by accessing or using SoftSUITE®, you agree to comply with the terms and conditions of our Acceptable Use Policy and are restricted from the activities specified in it which you can read on our Acceptable Use Policy page.

Disclaimers

WE TRY TO KEEP SoftSUITE® AVAILABLE AT ALL TIMES, BUG-FREE AND SAFE, HOWEVER, YOU USE IT AT YOUR OWN RISK

OUR WEBSITE AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS, IMPLIED, AND/OR STATUTORY WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SoftSUITE® MAKES NO WARRANTY THAT OUR WEBSITE AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OUR WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH OUR WEBSITE OR FROM SoftAlliance, ITS PARENTS, SUBSIDIARIES, OR OTHER AFFILIATED COMPANIES, OR ITS OR THEIR SUPPLIERS (OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY SUCH ENTITIES) (COLLECTIVELY, "SoftAlliance PARTIES") SHALL CREATE ANY WARRANTY.

You acknowledge that we exercise no control over your specific human resource practices implemented using the Service or your decisions as to employment, promotion, advancement, termination, notification, or compensation of any employee or authorized user of the Service. You further agree and acknowledge that we do not have a direct relationship with your employees and that you are responsible for all contact, questions, Data updates and collection, with and from your employees. In addition, you are responsible for the privacy (including adopting and posting your own privacy policies governing your treatment of your employees’ Data), collection, use, retention and processing of your employees’ Data, and providing any and all notices and information to your employees regarding the foregoing, in compliance with all Applicable Laws. SoftSUITE® hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service

Limitation of Liability

IN NO EVENT WILL ANY OF THE SoftSUITE® PARTIES BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR (B) ANY DAMAGES WHATSOEVER IN EXCESS OF THE SUBSCRIPTION FEE (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF REVENUES, LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES), ARISING OUT OF OR IN CONNECTION WITH SoftSUITE®’S WEBSITE OR SERVICES (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF SoftSUITE®’S WEBSITES OR SERVICES), WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that any Party may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of the SoftSUITE®’s Party's liability shall be the minimum permitted under such applicable law.

Indemnity

You agree to defend, indemnify, and hold SoftAlliance, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of this Agreement.

Updates, Modifications & Amendments

We may need to update, modify or amend our Terms of Service as our technology evolves. We reserve the right to make changes to this Terms of Service at any time by giving notice to users on this page.

We advise that you check this page often, referring to the date of the last modification on the page If you have any objection to any of the changes to this Custome Terms of Service, you must cease using our website and/or services immediately.

Applicable Law

These Terms of Use shall be interpreted and governed by the laws currently in force in the Federal Republic of Nigeria.

Legal Disputes

We shall make an effort to settle all disputes amicably. Any dispute arising out of this Agreement that cannot be settled, by mutual agreement/negotiation within 1 (one) month shall be referred to arbitration by a single arbitrator at the Lagos Multi-Door Courthouse (“LMDC”) and governed by the Arbitration and Conciliation Act, Cap A10, Laws of the Federal Republic of Nigeria. The arbitrator shall be appointed by both of us (we and you), where both of us are unable to agree on the choice of an arbitrator, the choice of arbitration shall be referred to the LMDC. The findings of the arbitrator and subsequent award shall be binding on both of us. Each of us shall bear our respective costs in connection with the Arbitration. The venue for the arbitration shall be Lagos, Nigeria.

Severability

If any portion of these Terms of Use is held by any court or tribunal to be invalid or unenforceable, either in whole or in part, then that part shall be severed from these Terms of Use and shall not affect the validity or enforceability of any other part in this Terms of Use.

Miscellaneous

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Assigning or sub-contracting any of your rights or obligations under these Terms of Use to any third party is prohibited. We reserve the right to transfer, assign or sub-contract the benefit of the whole or part of any rights or obligations under these Terms of Use to any third party.

Contact Information

If you have any questions about the Service or this Agreement, you may call us at 0701 999 9339, email us at info@softsuite.com or write to us at:

Soft Alliance Enterprise Solutions Limited

ATTN: Legal Counsel

Ojuolape House, Plot 9,

NERDC Road, CBD,

Alausa-Ikeja, Lagos

SoftSUITE® is a registered trademark of Soft Alliance Enterprise Solutions Limited. All rights reserved.

Effective Date: 11, April, 2022