FEES AND PAYMENTS

The Fees for the Service is stated in the Order Form. The Customer is responsible for any taxes and all other charges incidental to using the Service (for example, data charges and currency exchange settlements).

The Customer shall pay the Fees in the currency specified on the relevant Order Form. Late payment interest shall accrue to any late payments, in accordance with the Terms & Conditions in the Order Form.

AGHRMS may choose to suspend the Customer’s access to the Service until payment has been made.

SERVICE PERIOD

AGHRMS offers our HR Cloud service in one of the following modes:

Subscription: The subscription plan can be either monthly or yearly and shall automatically renew unless the Customer cancels in accordance with these Terms prior to the renewal date.

For annual plans, the Customer is not entitled to cancel, reduce the number of accounts, or downgrade the Service until the anniversary of an Annual Subscription. There will be no refunds for Annual Plan payments.

The Service may not be cancelled within a subscription period as described above. However, the Customer may opt out of automatic renewal by cancelling the chosen subscription prior to the relevant renewal date.

The service period will be equivalent to the subscription period as per the Order Form.

License Purchase under shared cloud package – For customer who has purchased AGHRMS License under shared cloud package, the service period for the first 12 months is included in the License Purchase.

Subsequent service period will be tied to the maintenance contract renewal on an annual basis.

The Customer is not entitled to cancel, reduce the number of accounts, or downgrade the Service until the anniversary of the annual maintenance. There will be no refunds for annual maintenance.

PRICE CHANGES

AGHRMS shall have the right to change the prices for the Service by at least 30 days’ notice to the Customer.

When the Customer’s subscription or maintenance renews, the Customer shall be bound by the last published price list on the last day of the expiring term, unless a fixed service period and/or price has been specifically agreed in a valid Order Form or otherwise.

UPDATES TO THE SERVICE

AGHRMS reserves the right, at its sole discretion, to make necessary unscheduled deployments of changes, updates, or enhancement to the Service at any time. AGHRMS may add or remove functionalities or features and suspend or stop a Service.

SOFTWARE

Any Software is licensed, not sold. The Customer is granted a non-exclusive, non-sublicensable and revocable license to reproduce and use the Software in such quantities and at such locations as strictly necessary to support the Customer’s use of the Service in accordance with these Terms and any applicable Order Form.

The Customer is not entitled to use the Software in any manner or for any purpose not directly related to the Customer’s use of or access to the Service. Unless AGHRMS notifies you otherwise, the Software license ends when the Customer’s Service ends.

The Customer shall promptly uninstall the Software after the end of the Service, or AGHRMS may disable it.

The Customer shall not:

• Attempt to bypass any technical limitations in AGHRMS;
• Modify, create derivative works from or redistribute the Software in any way;
• Reverse engineer (except if and to the extent permitted by law), decompile, disassemble, or otherwise attempt to derive the source code related to the Software.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in and to the Service, Software and Documentation, including without limitation to user interfaces, logos, trademarks, product or service names, belong solely to AGHRMS.

This contract and the provision of the Service to you does not grant you any rights in or to the Service, Software or Documentation, except to the extent that these Terms explicitly set forth.

CONFIDENTIALITY

Information that the Customer gains access to in connection with the Service shall be treated as confidential information and shall not be disclosed to any third party without the consent of AGHRMS.

The confidentiality obligations set out in this provision shall not prevent the disclosure of information if the Customer is obligated by law to disclose information. AGHRMS shall, if possible, be notified prior to such disclosure.

Information shall not be considered confidential to the extent that the information was already known to the Customer or is accessible to the public.

The Customer undertakes to take all necessary precautions to prevent unauthorised persons from gaining access to, or knowledge of, confidential information.

The confidentiality obligation shall apply to the Customer’s employees, subcontractors and other third parties who act on behalf of the Customer.

The confidentiality obligation shall continue to apply up to 12 months’ after the expiry or termination of a customer relationship.

DISCLAIMER OF WARRANTY

AGHRMS provides the service “as-is” and “as available”. AGHRMS makes no representations or warranties of any kind, and all express or implied conditions, representations, and warranties including, without limitation, any implied warranty or condition of merchantability, fitness for a particular purpose, non-infringement, satisfactory quality, non-interference, accuracy of informational content, or arising from a course of dealing, law, usage or trade practice are hereby excluded to the extent allowed by applicable law and are expressly disclaimed by AGHRMS, its suppliers and licensors.

INDEMNIFICATION

The Customer shall defend and indemnify AGHRMS against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content, or the Customer’s use of the Service in breach of these Terms:

(a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of AGHRMS’s actions); or

(b) violates applicable law.

AGHRMS shall defend and indemnify the Customer from any claim that the Service as such infringes the intellectual property rights of a third party. If such claim is set forth, AGHRMS shall have the option, in AGHRMS’s discretion, to either settle the claim immediately, procure for the Customer the continued and uninterrupted use of the Service, or replace the allegedly infringing part of the Service with a non-infringing part of equal functionality.

The Customer is obligated to notify AGHRMS if the Customer receives a claim or demand that is subject to AGHRMS’s indemnification obligation, and AGHRMS shall have the same obligation towards the Customer.

TERMINATION

AGHRMS may terminate the contract with immediate effect, if the Customer is in material breach of these Terms or any other terms and conditions applicable to the use of the Service. If the contract is terminated for breach, you are not entitled to any reimbursements.

AGHRMS may terminate the contract for convenience by 30 days’ written notice to the Customer. If AGHRMS terminates the contract for convenience, the Customer is entitled to a refund that is proportional to the remaining Service period already paid for.

LIMITATION OF LIABILITY

Notwithstanding anything else in these terms of service to the contrary, the aggregated maximum liability in relation to the services of AGHRMS, its affiliates, officers, employees, agents, suppliers & licensors collectively, to customer or any other person or entity using the Service, whether in contract, tort (including negligence), breach of warranty or otherwise, shall be limited to an amount equal to:

• 3 months of subscription fees for customers under the subscription plan provided that the customer has paid for at least 3 months of subscription at the point of the breach.
• 3 months of maintenance fees for the customer under License Purchase under shared cloud provided that the customer’s maintenance contract is active at the point of the breach. The active maintenance contract is defined as payment collected for the service period with the relevant signed Order Form.

Regardless of whether any remedy set forth herein fails of its essential purpose or otherwise, in no event will AGHRMS or its suppliers be liable for any lost revenue, profit, or lost or damaged data, business interruption, loss of capital, or for special, indirect, consequential, incidental or punitive damages however caused and regardless of the theory of liability or whether arising out of the use of or inability to use software or otherwise and even if AGHRMS or its suppliers or licensors have been advised of the possibility of such damages.

PRIVACY & DATA PROTECTION

In order to operate and provide the Service, AGHRMS processes certain personal data on behalf of the Customer. AGHRMS uses of such information is subject to AGHRMS’s Privacy Policy.

Regardless of whether the Customer’s data contains personal data, AGHRMS will only access, process or otherwise use the Customer’s data as necessary to facilitate the Service. AGHRMS will not allow access to the Customer’s data by any third party, except subcontractors that are subject to a non-disclosure agreement adhering to AGHRMS’s obligations pursuant to these Terms.

ASSIGNMENT AND TRANSFER

Neither party may transfer or assign its rights and obligations under this contract without the other party’s prior written consent, which shall not be unreasonably withheld. The same shall apply if a party is demerged into several companies or in case of assignment to a subsidiary or another company within the same group, but not if a party is merged with another company.

GOVERNING LAW & DISPUTES

These Terms shall be governed by and interpreted in accordance with Singapore law.

In case of a dispute between the parties which cannot be solved by negotiations, either party shall be entitled to have such dispute finally decided by the Singapore court of law.

AGHRMS has the right to instigate legal proceedings in the country where you have your place of residence or perform business activities.

CHANGES TO THESE TERMS

AGHRMS will revise these Terms from time to time, and these Terms shall at all times apply as they are available on https://www.aghrms.com/hrms-singapore-terms-of-service/