Terms of Service (“Terms”)
These Terms of Service (“Terms”) form a contract between (1) AG Net Pte Ltd, 57 Ubi Ave 1 #05-05 Singapore 408936 (“AGHRM”), and (2) the company or other legal entity accepting these Terms (“Customer”) that governs the Customer’s access to and use of the AGHRM Human Resource Management solution (“Service”) provided by AGHRM. These Terms apply equally to any software that is used to provide the Service or made available to the Customer in order to facilitate the Service (“Software”).
Modifications or additions to these Terms may be stated in your Order Form for the Service, which shall be signed by an authorized officer of AGHRM and of the Customer, to be valid.
In the event of a conflict between these Terms and a valid Order Form, the Order Form shall take precedence.
- ACCESS TO THE SERVICE
The Customer may use the Service only for business purposes and only within the range of the Customer’s normal business activities, solely in strict compliance with these Terms, the documentation that accompanies the Service (the “Documentation”), and all applicable laws, including without limitation, data privacy laws and regulations applicable to the Customer.
- USER ACCOUNTS
All access to the Service must happen through personal user accounts. When registering a personal user account, the Customer shall provide correct, accurate, current, and complete information about each user through the Service’s employee management system and maintain and promptly update the registered data to keep it true, accurate, and complete.
User accounts are personal and must not be shared between individuals. Account information and passwords shall be kept confidential. The Customer, or any person given access to the Service by the Customer, shall not authorize any third-party to access or use the Service, unless and to the extent AGHRM has provided mechanisms within the Service that clearly allows such use. AGHRM will not be liable for any loss or damage arising from any unauthorized use of personal user accounts.
The Customer is fully responsible for any use of the Service that is conducted through personal user accounts created by the Customer or anyone working for the Customer, regardless of whether or not the Customer is aware of, or have consented to, such use.
The Customer is responsible for informing anyone who uses the Service for or on behalf of the Customer of the above obligations.
The Customer is obligated to notify AGHRM immediately of any known or suspected unauthorized use of the Service.
- PRIMARY CONTACT PERSON
The Customer shall designate one person as the primary contact person for all communication in relation to the Service. The Customer is responsible for updating AGHRM of reassignment of this role, and/or any changes in email, phone, or address information. AGHRM is not liable for any results of communication not reaching its intended recipient as a result of this information being out-of-date.
- CUSTOMER DATA
4.1 Customer Data Rights
AGHRM does not claim ownership of any Content or data that is transmitted, stored, created, or processed through any personal user accounts or otherwise by the Customer. AGHRM does not control, verify, or endorse the data in any way.
4.2 Data Retention Policy
AGHRM data retention policy is as follow:
- For customers on shared cloud package, a minimum of 7 years of customer data will be retained provided that the customer has been hosting with AGHRM at least 7 years.
- For customers on dedicated cloud package, there is no restriction based on the age of the data. The only restriction is based on the hard disk size of their hosting plan.
The Customer represents and warrants that it has all the rights to the data or content necessary for the Customer to use the Service and grant the rights in this provision and that the transmission, storage, or use of the content doesn’t violate any law or these Terms.
If the Customer cancels the Service, the Customer can make use of the reporting and export functions available in the system to export their data into CSV. The Customer must have a valid subscription to the Service for the full duration of the transfer.
AGHRM stores the Customer’s Content and data in accordance with best industry practices and applicable information security laws and regulations and keeps at least 3 copies of the Customer’s Content and data to protect from data loss. If the Service is cancelled, AGHRM may store the Customer’s Content and data for up to 90 days before it is permanently deleted from all AGHRM’s systems.
4.4 Aggregate/Anonymous Data
“Aggregate/Anonymous Data” means data generated by aggregating Customer Data with other data so that results are non-personally identifiable with respect to Customer.
Customer agrees that AGHRM will have the right to generate Aggregate/Anonymous Data and that such data, which AGHRM may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve AGHRM’s products and services and to create and distribute reports and other materials). For clarity, AGHRM will only disclose Aggregate/Anonymous Data externally in a de-identified (anonymous) form that does not identify Customer or Users and that is stripped of all persistent identifiers (such as device identifiers, IP addresses, and cookie IDs). Customer is not responsible for AGHRM’s use of Aggregate/Anonymous Data.
- TECHNICAL SUPPORT
The Service includes access to Technical Support via phone/email. The support service is available from Monday to Friday 0900hr to 1800hr (UTC +8) excluding Singapore Public Holidays. Technical Support is available to the primary contact person as defined in Section 3. Technical Support shall use reasonable efforts to respond to all support requests as soon as possible.
The Customer is responsible for channelling support requests as described in this provision and in accordance with Section 3, and for escalating any support incidents to AGHRM through the primary contact person, cf. Section 3. AGHRM shall not be responsible for handling any support requests submitted to AGHRM by other persons than the primary contact person.
Helpdesk email: email@example.com
Helpdesk number: +65 6844 8712
- SERVICE AVAILABILITY
AGHRM makes no guarantees as to the availability or uptime of the Service (unless you are eligible for the SLA as described below) but will at all times use reasonable efforts to maintain the performance, stability, and uptime of the Service at 99.9%.
Service availability will be computed as:
(Total hours per year – Planned Maintenance Time – Unplanned Outage Period) /
(Total hours per year – Planned Maintenance Time) X 100%
A planned maintenance schedule will be published on AGHRM website at least 8 weeks in advance and Customers will be informed via email as well.
If the Customer’s plan is covered by the SLA, the Customer’s remedies for any failure of the Service are listed, exhaustively, in the SLA. If the SLA does not list a remedy for a given failure, it has no remedy. Service credits gained pursuant to the SLA are forfeit upon termination of this agreement.
For details on our Business Continuity Planning, please refer to our Cybersecurity Policy.
- ACCEPTABLE USE POLICY (‘AUP’)
This provision (“AUP”) sets out the rules governing the Customer’s use of the Service. In the event AGHRM suspects that the Customer is in breach of this AUP, AGHRM may suspend the Customer’s access to the Service without notice. Suspension caused by the Customer’s non-compliance with this AUP or other provisions set out in these Terms, does not affect the Customer’s obligation to pay for the Service in accordance with any applicable Order Forms. The Customer is not entitled to SLA credits for any period of suspension.
The Customer shall not use the Service to harm others or the Service. For example, the Customer shall not use the Service to harm, threaten, or harass another person, organization, or AGHRM. You may not use the Service to attempt to build a similar service or website or to build a product using similar features or functions.
In addition, the Customer shall not, and shall not assist or encourage any third party to:
- Access or use the Service in any way intended to improperly avoid incurring fees or exceeding user limits or quotas
- Share passwords or other access information or devices, or otherwise authorize any third party to access or use the Software or the Service
- Use the Service to engage in any unlawful or fraudulent activity
- Use the Service in connection with or operation of facilities, systems, devices, or in other situations in which the failure of the Service could lead to death, personal injury, or physical property and/or environmental damage
- Sell, lend, rent, resell, lease, sublicense, or otherwise transfer any of the rights granted to the Customer with respect to the Service to any third party
- Modify, alter, tamper with, repair or otherwise create derivative works of the Service or any Software that accompanies the Service
- Use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities
- Use any automated process or service (such as a bot, a spider, or periodic caching of information stored by AGHRM) to access or use the Service
- Damage, disable or impair the Service (or any network connected to the Service)
- Reverse engineer, disassemble or decompile the Software used to access the Service
- Access or attempt to access AGHRM’s other accounts, computer systems, or networks not covered by the Terms
- Cause inordinate burden on the Service or AGHRM’s system resources or capacity
- Remove, obscure, or alter any proprietary rights notices pertaining to the Service
AGHRM reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit AGHRM’s response to a future complaint.
- 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 and Condition in the Order Form. AGHRM may choose to suspend the Customer’s access to the Service until payment has been made.
- SERVICE PERIOD
AGHRM 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 AGHRM 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
AGHRM 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
AGHRM reserves the right, at its sole discretion, to make necessary unscheduled deployments of changes, updates, or enhancement to the Service at any time. AGHRM may add or remove functionalities or features and suspend or stop a Service.
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 AGHRM 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 AGHRM may disable it.
The Customer shall not:
- attempt to bypass any technical limitations in the Software;
- 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 AGHRM. 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.
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 AGHRM.
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. AGHRM 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
AGHRM provides the service “as-is” and “as available”. AGHRM 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 AGHRM, its suppliers and licensors.
The Customer shall defend and indemnify AGHRM 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 AGHRM’s actions); or (b) violates applicable law.
AGHRM 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, AGHRM shall have the option, in AGHRM’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 AGHRM if the Customer receives a claim or demand that is subject to AGHRM’s indemnification obligation, and AGHRM shall have the same obligation towards the Customer.
AGHRM 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.
AGHRM may terminate the contract for convenience by 30 days’ written notice to the Customer. If AGHRM 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 AGHRM, its affiliates, officers, employees, agents, suppliers and 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:
- Three 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.
- Three 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 AGHRM 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 AGHRM or its suppliers or licensors have been advised of the possibility of such damages.
- PRIVACY AND DATA PROTECTION
Regardless of whether the Customer’s data contains personal data, AGHRM will only access, process or otherwise use the Customer’s data as necessary to facilitate the Service. AGHRM 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 AGHRM’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. Nevertheless, AGHRM 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
AGHRM will revise these Terms from time to time, and these Terms shall at all times apply as they are available on http://www.aghrm.com/index.php/terms-of-service/