Terms of Service: Xceed365HR

Software Services Terms & Conditions Agreement

1. Software Services & Support

Company will use commercially reasonable efforts to provide the Services and documentation for use thereof in accordance with the terms and provisions of the Order Form, Agreement, Terms, SLA and Support Terms. Company will provide Customer with reasonable technical support services in accordance with the Support Terms.

2. Payments & Accounts

Subject to Customer paying the Services Fee pursuant to the terms and conditions set forth herein, Company will provide the Services to Customer and use commercially reasonable efforts to make the Services available as required. Conditional on and concurrent with payment of the Services Fee by Customer, Company grants Customer a non-exclusive, non-transferable, revocable right to use the Services (the “Subscription”) and a limited, non-transferable, revocable right to permit those employees, agents and independent contractors of Customer (the “Users”) to use the Services. As of the Effective Date, Customer will provide Company with a bank transfer using the bank information supplied by Company for payment of the Services Fee. Company will invoice Customer on the Effective Date for the Initial Term. For each Successive Term, Company will invoice Customer thirty (30) days prior to the expiration of the respective Successive Term. Customer will pay Successive Term invoices within thirty (30) days following issuance. All payments must be made in Nigerian Naira or United States Dollars.

If any payment is not received within thirty (30) days after the due date, without prejudice to any other rights and remedies of Company, Company may disable the Customer’s password, account and access to all or part of the Services and Company will be under no obligation to provide any of the Services while the payments concerned remain unpaid. All amounts and fees stated or referred to in these Terms are non-cancellable and non-refundable and exclusive of any taxes, levies or value added taxes, which will be added to the applicable credit card payment or invoice. In the event Company is charged for any such amounts, Customer will reimburse Company immediately upon Company’s demand.

If Customer exceeds any system or service level usage limit, data cap or transfer limit specified in the Subscription or Terms, Company will charge Customer the then current excess usage fee. Company, in its sole and absolute discretion, may increase the Services Fee or any other fee at the start of each Subscription period upon sixty (60) days prior notice to Customer and Customer’s Subscription and future Services Fee amount will be deemed amended.

Customer hereby warrants and guarantees that Users will maintain the security and confidentiality of the password allowing access to and use of the Services and that such password will be changed on a reasonably frequent basis.

3. Company Obligations

Company will: provide Customer with the Services and reasonable technical support as detailed in the Support Terms (the “Support”); use reasonable efforts to provide the Services and Support substantially in accordance with the Agreement, Terms, SLA and Support Terms with reasonable skill and care; provided, however, such efforts will not apply to the extent of any non-conformance caused by use of the Services contrary to Company’s instructions or modification by Customer or any party other than Company or Company’s duly authorized agents; use reasonable efforts to correct non-conformance promptly or provide Customer with an alternative means of accessing the Services, provided, however, such correction will constitute Customer’s sole and exclusive remedy for any breach of Company’s obligations hereunder.

Notwithstanding the foregoing, Company:

does not warrant that Customer’s use of the Services will be uninterrupted or error-free; nor that the Services or information obtained by Customer via the Services will meet Customer’s requirements;
and is not responsible for delays, delivery failures or other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet or any intranet and Customer acknowledges that the Services and Support may be subject to limitations, delays, errors, limitations, hindrances, annoyances, malfunctions and other problems inherent in the use of such communications facilities.

These Terms will not prevent Company from entering into agreements with third-parties or from developing, using, selling or licensing products or services similar to those provided hereunder. Company warrants it has and will maintain all licenses, consents and permissions necessary for the performance of its obligations under these Terms.

4. Client Obligations

Customer will: provide Company with cooperation relating to these Terms and access to information as required by Company to perform the Services, including without limitation, data supplied by the Customer or Users for the purpose of using the Services or facilitating Customer’s use thereof (the “Customer Data”), access codes and security access information and data; comply with all laws and regulations; carry out all responsibilities set forth herein in a timely and efficient manner; ensure Users use the Services in accordance with the terms and conditions hereof; bear sole responsibility and costs for Customer’s or any User’s breach hereof; obtain and maintain all necessary licenses, consents and permissions necessary for Company and its agents to perform their obligations hereunder; ensure Customer networks and systems comply with Company specifications; and be solely responsible for maintaining connections and links to the Services.

Customer agrees that, in order to use the Services, it must use a web browser (preferably Company’s qualified browsers, which are currently the latest versions of Google Chrome, Microsoft Edge, Mozilla Firefox and Safari) and a minimum screen resolution of 1024×768.

5. Third-Party Services

Customer may be able to use certain third-party services (each a “Third-Party Services” and, collectively, the “Third-Party Services”) as part of the functionality of the Services. Unless otherwise specified, content Customer provides to or stores with any Third-Party Services are beyond Company’s control. Company cannot and will not be liable for Customer’s interaction with or use of Third-Party Services. Customer’s relationship with Third-Party Services is governed solely by the applicable third-party contractual agreement. Company makes no effort to review content provided to Third-Party Services or contractual agreements Customer executes for any purpose, including without limitation, accuracy, legality or non-infringement. Company is not responsible in any way for Customer’s interaction with any third-party or Third-Party Services.

6. Confidential Information

The term “Confidential Information” will include all information, data and knowledge disclosed by Company to Customer via any method of communication, including without limitation, written, auditory or electronic transmission in any media, now known or later developed, that relates or refers, directly or indirectly, to the Services, Company or any portion or aspect thereof. Without limiting the foregoing, Confidential Information specifically includes all documents, information or data generated by the Services, Company or Customer which contains, results from, arises out of or relates to the Services or Company.

Customer acknowledges and agrees that Confidential Information is owned solely and exclusively by Company with no license or rights granted thereto.

Confidential Information will not include information that was known to Customer prior to disclosure by Company, becomes publicly known by publication not caused by unauthorized acts of Customer, is disclosed by Company on a non-confidential basis or that information that was developed independently.

Customer agrees to exercise the same degree of care in handling Confidential Information as that degree of care used by Customer to safeguard its own confidential information; provided however, that Customer will in no event exercise less than a reasonable degree of care.

Confidential Information is and will remain the sole and exclusive property of Company and will not be disclosed by Customer, except to Customer’s employees who need to know such information in connection with Customer’s use of the Services.

The terms and conditions of these Terms and Customer’s obligations of confidentiality and non-disclosure will begin as of the Effective Date and will survive expiration or termination. Customer’s obligations hereunder will continue in full force and effect for a period of one (1) year following expiration or termination. Nothing in these Terms will be deemed a sale or offer for sale of Confidential Information nor obligate Company to grant Customer a license or any rights, by statute, estoppel or otherwise.

7. Term & Termination

This agreement will become effective as of the Effective Date and will continue thereafter for an initial term of one (1) year (the “Initial Term”) and will thereafter automatically renew, according to the same terms as set forth herein, for successive terms of one (1) year each (each a “Successive Term” and collectively the “Renewal Period”), unless either Party notifies the other party of termination, in writing, at least thirty (30) days prior to the end of the Initial Term or any Renewal Period, in which case these Terms will terminate upon the expiration of the applicable Initial Term or Renewal Period, unless otherwise terminated pursuant to the provisions hereof. Without prejudice to any other rights or remedies to which it may be entitled, Company may terminate these Terms without liability if:

Customer commits a material breach of the Agreement, these Terms, the SLA or Support Terms and fails to remedy that breach within forty-five (45) days of the breach;
an order is made or a resolution is passed for the winding up of Customer or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to Customer;
an order is made for appointment of an administrator to manage the business and property of Customer, documents are filed for appointment of an administrator of Customer or notice of intention to appoint an administrator is given by Customer;
a receiver for Customer is appointed; circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of Customer; any third-party takes possession of or sells Customer’s assets;
Customer makes any arrangement with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
Customer ceases trade; there is a change of control of Customer; or Customer takes or suffers any action in consequence of any debt.

Immediately upon termination of these Terms: all licenses granted hereunder will terminate; Customer will return and make no further use of the Services, Confidential Information or other materials, including copies thereof; the rights of Company as of termination, or the continuation after termination of any provision surviving or implicitly surviving termination, will not be affected or prejudiced; and Company may destroy or otherwise dispose of any Customer Data in its possession unless Company receives, no later than ten (10) days after the effective date of the termination, written request for the delivery to Customer of the then most recent backup of Customer Data. Company will use reasonable efforts to deliver the backup to Customer within thirty (30) days of its receipt of such request; provided, however, that Customer has paid all fees and charges outstanding at and resulting from termination, whether or not due at the date of termination. Customer will pay all reasonable expenses incurred by Company in returning or disposing of Customer Data.

8. Representations & Warranties

By using the Services, Customer expressly represents and warrants that Customer is legally entitled and has the right, authority and capacity to agree to and be bound by these Terms. If Customer resides in a jurisdiction that restricts the use of the Services because of age or restricts the ability to enter into agreements such as this one due to age, Customer must abide by such age limits and not use the Services. Without limiting the foregoing, the Services are not available to persons under eighteen (18) years of age. The Services are for Customer’s sole and exclusive use and, subject to the terms and provisions hereof, Customer may not authorize others to use Customer’s account or Subscription nor assign or otherwise transfer Customer’s account or Subscription to any third-party. Customer agrees to comply with all applicable local, state, national and international laws and regulations.

Customer may only access the Services using authorized means. It is Customer’s responsibility to ensure adequate access to the Internet and requisite capacity to use the Services. Further, it is Customer’s responsibility to ensure it has downloaded the correct version of applications necessary to use the Services, if applicable. Company is not liable if Customer has incompatible connections, devices or applications or if Customer uses or downloads incorrect or erroneous versions of the Services, software or materials containing viruses or other harmful data or instructions. Company reserves the right to terminate Customer’s use of the Services if Customer uses the Services with incompatible or unauthorized connections, devices or applications.

Customer agrees and warrants that it will not:

act with any unlawful purpose;
send or store unlawful material or engage in fraudulent activities or a fraudulent purpose;
use the Services to cause nuisance; impair proper network operations;
harm or attempt to harm the Services, Company or third-parties; copy, disclose or distribute the Services or Confidential Information;
use the Services or Confidential Information except as explicitly stated herein;
resell or attempt to resell the Services;
provide false information or identification;
imply or state that Customer is affiliated with or endorsed by Company;
impersonate another person or entity; send messages which do not correctly identify the sender;
alter the attribution or origin in email or other transmissions;
transmit or link to pornographic, sexually explicit, obscene or violent content;
breach these Terms or other agreements entered into with Company or third-parties;
violate laws, statutes, ordinances or regulations, including without limitation, those governing safety, health, medical records, financial services, consumer protection, unfair competition, anti-discrimination or false advertising;
act in a defamatory or harassing manner; use a fictitious name, temporary email address, incorrect phone number or false information;
send or receive fraudulent or potentially fraudulent funds;
perform or release the results of benchmark tests or other comparisons of the Services relative with other software or services; mask any identity or location; nor cause or attempt to cause complaints, disputes, claims, chargebacks, fees or other liability.

9. Intellectual Property

Company owns and retains ownership in the Services and all associated intellectual property rights contained therein. Contingent on Customer’s compliance with the terms and provisions of the Agreement, these Terms, the SLA and Support Terms, Company grants Customer a limited, non-transferable, non-exclusive, non-assignable, revocable license to use the Services. No licenses or rights are granted to Customer, by implication or otherwise, to any property owned or controlled by Company, except for those rights expressly granted herein. The terms of the license granted to Customer herein will govern upgrades provided by Company that replace or supplement the Services, unless such upgrade is accompanied by a separate license in which case the terms of such license will govern.

Customer agrees and warrants that it will not:

license, sublicense, sell, resell, transfer, assign, distribute or commercially exploit or make the Services available to third-parties;
modify or make derivative works of the Services;
create “links” to the Services or “frame” or “mirror” any part thereof on any server or device;
use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or exploit the Services;
build a product using ideas or features similar to the Services;
copy ideas or features of the Services or launch an automated program or script, including without limitation, spiders, crawlers, robots, bots, ants, indexers, viruses, worms or any program which make multiple server requests or unduly burden the operation of the Services;
send or store infringing, obscene, threatening, libelous, unlawful or tortious material, including without limitation, material harmful to children or in violation of privacy rights;
send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
interfere with or disrupt the integrity or performance of the Services; nor attempt to gain unauthorized access.

Customer acknowledges and agrees that Company has no obligation to monitor access to or use of the Services or to review, analyze or edit any data transmitted to or via the Services, but has the right to do so for the purpose of operating the Services, to ensure Customer’s compliance with these Terms, usage limits or Subscription terms or to comply with applicable law or order of a court, administrative agency or governmental body. Company reserves the right to remove or disable access, without notice, to any information that Company deems to be in violation of these Terms or otherwise harmful to the Services or third-parties. By transmitting information or other data via the Services, Customer thereby grants Company a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such content on, through or by means of the Services. Company does not claim any ownership rights in such content and nothing in these Terms will be deemed to restrict any rights Customer may have to use and exploit any portion thereof. Customer acknowledges and agrees that it is solely responsible for content it makes available via the Services. Customer represents and warrants that it is either the sole and exclusive owner of all such content or has all rights, licenses, consents and releases necessary to grant such license to Company and neither the content nor the posting, uploading, publication, submission, transmittal nor Company’s use thereof will infringe, misappropriate or violate any third-party’s patent, copyright, trademark, trade secret, moral, publicity, privacy or other rights or result in the violation of applicable laws or regulations. Company retains and owns all right, title and interest, including without limitation, intellectual property rights, in the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating thereto provided by Customer. These Terms are neither a sale nor a license and do not convey any ownership or license rights relating to the Services or any of Company’s intellectual property. Company’s name, logo and product names associated with the Services are trademarks of Company and no right or license thereto is granted nor contemplated herein.

In the event the Services are subject to a third-party claim of infringement, Company will either, in its sole and absolute discretion, license the right to use the claimed infringing portion of the Services or revise the claimed infringing portion of the Services with a non-infringing substitute; provided however, Company may elect to terminate the Service and deliver to Customer a prorated refund of the Services Fee. Customer acknowledged and agrees that Company owns all aggregated and statistical data (the “Aggregated Data”) arising out of or resulting from the Services. Company will be free to use Aggregated Data in any way; provided however, Company will not disseminate Aggregated Data that reveals Confidential Information or Customer’s identity.

10. Indemnification

Customer will defend, indemnify and hold Company, its officers, directors, employees, agents and any associated third-parties harmless for any losses, costs, liabilities and expenses, including reasonable attorney fees, arising out of or relating to Customer’s use of the Services, including without limitation, Customer’s breach of the Agreement, these Terms, the SLA, Support Terms or any documents incorporated by reference; Customer’s violation of any law or the rights of any third-party; allegation that any materials Customer submits to Company or transmits via the Services infringes or otherwise violates the copyright, trademark, trade secret, intellectual property or other rights of any third-party; and any other activities in connection with Customer’s use of the Services. This indemnity will be applicable without regard to the negligence of any party, including any indemnified person, Company or third-parties with whom Company does business.

11. Disclaimer of Warranties

Company makes no representation or warranty as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the services. Company does not represent or warrant that:

Use of the services will be secure, timely, uninterrupted, error-free or operate with hardware, systems or data;
The quality of any products, services, information or other material purchased or obtained by customer through the services will meet requirements or expectations;
Or the services or server that make the services available are free of viruses or other harmful components.

The services are provided on an “as is” basis. All conditions, representations and warranties, express, implied, statutory or otherwise, including without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement, are disclaimed to the maximum extent permitted by law. Company makes no representation, warranty or guaranty as to the reliability, safety, timeliness, quality, suitability or availability of the Services nor any services or products obtained from third-parties. Customer acknowledges and agrees that the entire risk arising out of Customer’s use of the Services, third-party services or products remains solely with Customer to the maximum extent permitted by law. The services may experience problems and delays due to internet and electronic communications. Company is not responsible for delays, failures or damages resulting therefrom. The services will be provided in a professional manner consistent with industry standards and will perform substantially in material accordance with the Order Form, Agreement, Terms, SLA and Support Terms.

12. Limitation of Liability

In no event will Company be liable to Customer or third-parties for indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind, including without limitation, personal injury, loss of data, revenue, profits, use or other loss of economic advantage or benefits. Company will not be liable for any loss, claim, damages or injuries which may be incurred due to use of the Services, including without limitation, damages or injuries arising out of or in any way connected with or resulting from the Services, products or services available via the Services, use or inability to use the Services, reliance placed by Customer on completeness, accuracy or existence of any advertising or information contained within the Services or resulting from any relationship between Customer, Company and third-parties, even if Company has been advised of the possibility of such damages.

Company may introduce Customer to third-parties for purposes of providing access to third-party services. Company will not assess the suitability, legality or ability of any third-party or third-party service and Customer hereby expressly waives, releases and forever discharges Company from all liability, claims, damages and injuries arising out of or in any way connected with or resulting from the Services, third-parties and third-party services. Customer acknowledges that third-party services may not be professionally licensed or permitted. Company will not be a party to disputes, negotiations of disputes, litigation, mediation or arbitration between Customer and third-parties. Company cannot and will not play any role in managing payments between Customer and third-parties. Responsibility for decisions Customer makes regarding the Services and third-party services, with all associated implications and consequences, rests solely with Customer. Company will not assess the legality, liability or ability of third-parties resulting from any negligence, claimed or otherwise, nor assess the suitability, legality or ability of third-parties to pay damages. Customer hereby expressly waives, releases and forever discharges Company from all liability, claims, causes of action, damages and injuries arising out of or resulting from the Services, use of the Services or third-parties and third-party services introduced to Customer by the Services or Company.

Customer expressly waives and releases all rights and benefits under section 1542 of the Civil Code of California or any analogous law, which reads as follows: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor.” In no event will Company’s total aggregate liability to Customer, under any theory of damages, liability or negligence, exceed the total amount paid to Company by Customer.

13. Notice

Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by facsimile or mailed by registered or certified mail, return receipt requested, postage prepaid to the address for the other Party stated herein or at such other address as may be furnished in writing by either Party. Such notice will be deemed to have been given as of the date it is delivered, if by personal delivery, the next business day, if deposited with an overnight courier, upon receipt of confirmation of facsimile delivery (if followed up by such registered or certified mail) or five (5) days following mailing. Notices to Company will be delivered via mail to Talpro Software Nigeria Limited, 12 Landbridge Avenue, Oniru Estate, Victoria Island, Lagos, Nigeria or via email to info@talprosoftware.com.

14. Assignment

These Terms may not be assigned by Customer but may be assigned by Company to a parent company, subsidiary, acquirer of assets or successor by merger. Any assignment in violation of this provision is void.

15. Export Control & Data Protection

Customer agrees to comply with all applicable export and re-export laws and regulations. Customer represents and warrants that it is not located in a country subject to embargo or designated by any government as terrorist supporting, prohibited or restricted. Customer agrees not to download, access, license or otherwise export or re-export the Services, software or technical information in violation of such laws and regulations, including without limitation, those prohibiting export to restricted countries or without governmental authorization.

16. Dispute Resolution

All disputes arising out of or relating to this Agreement will, to the extent possible, be settled amicably by negotiation and discussion between the Parties. Otherwise, if not settled within thirty (30) days from date of the meeting between the Parties, either Party will be entitled to have such dispute settled by submitting the dispute to the Lagos Multi-Door Court for final resolution using the most cost-effective and binding means. The place of arbitration will be Lagos, Nigeria in accordance with laws of Nigeria.

17. General Provisions

No joint venture, partnership, employment or agency relationship exists between Customer, Company or any third-party as a result of these Terms or Customer’s use of the Services. If any provision of these Terms are held invalid or unenforceable, such provision will be stricken from the text and the remaining provisions will be enforced to the fullest extent of applicable law. The failure of Company to enforce any right or provision herein will not constitute a waiver of such right or provision unless explicitly acknowledged and agreed to by Company in writing. The agreement between the Parties is for the sole benefit of the Parties and their respective successors and assigns and will not confer any rights on any other person or entity. Company will not be liable for delay or failure in its performance or any damages suffered by Customer due to such delay or failure or caused by or resulting from, directly or indirectly, natural acts or events beyond Company’s control. These Terms constitute the entire agreement between the Parties and supersede all prior or contemporaneous negotiations, discussions or agreements, written or oral, regarding the subject matter. The laws of Nigeria will govern these Terms and all Disputes arising hereunder will be adjudicated in the courts therein.

Service Level Agreement & Support Terms

This Service Level Agreement is subject to the Agreement and Terms and will only become effective when Customer has successfully completed all training requirements and paid the Services Fee.

Definitions

“Defect” is a technical error within the Services or those portions of integrations within the Services control. Defects can be categorized as major (Severity 1 and Severity 2) and minor (Severity 3). “Severity” is determined at Company’s sole and absolute discretion, as follows:

Severity 1 (S1): A Defect that results in the Services URL producing no results. “Severity 1” does not include downtime for maintenance;
Severity 2 (S2): A Defect that renders a portion or section of the Services inaccessible or results in Customer or Users being incapable of logging in to the Services after repeated attempts;
Severity 3 (S3): A Defect in one or more application features.

For “Severity 3” Defects, Customer determines its priority in having the Defect resolved. Any issue not clearly labeled “Priority 1” or “Priority 2” by Customer when submitting a support request will be deemed a “Priority 3” issue. As a guideline, the following are examples of the three priority levels:

Priority 1: A prominent feature routinely used and important to Customer’s business where multiple Users are prevented from progressing with important tasks;
Priority 2: An existing feature that does not work per product design but Users are not prevented from progressing with important tasks;
Priority 3: A defect that is neither Priority 1 nor Priority 2, including without limitation, cosmetic issues with the Services.

“Business Day” is the hours of 9am-5pm Monday to Friday, West African Time (GMT+1).
“Knowledgebase” is the self-service portal available to Customers and Users to access Services and other information relevant to Customer’s use of the Services.
“Helpdesk” is the system available to Customer and Users to register, monitor or provide feedback on requests for support and Incidents.

General Support Provisions & Availability

Company attempts to respond to all general support requests within one (1) Business Day. Company will provide at least ninety-nine percent (99%) of Services availability per calendar month as recorded by Company’s internal processes, excluding reasonable and scheduled maintenance periods. Should monthly Services availability fall below 99%, Customer will be entitled, as its sole and exclusive remedy, to a credit against Customer’s next invoice equal to two percent (2%) of the Services Fee for that month for each one percent (1%) of unavailability. Credits must be claimed within ten (10) days of the end of the respective month. To claim a credit concerning a Defect, Customer must submit a credit request within thirty (30) days following the event concerning such credit request. Upon receiving the request, Company will have five (5) business days to respond.

Customer Obligations

Register all support requests (the “Incidents”) by emailing support@xceed365hr.com;
Ensure Incidents clearly describe the requested change, question or issue;
Ensure all Incidents provide background to assist Company in resolution of the issue, including without limitation, screen shots or actions leading up to the issue;
Ensure all Incidents are accompanied by an indication of the urgency associated with the Incident and reference the original support ticket number;
Prevent submission of duplicate Incidents;
Include one specific support request per Incident. Multiple items in one Incident will be split into multiple support tickets and may increase resolution times.

Company Obligations

Meet response times associated with Incidents;
Provide no less than five (5) days prior notice of scheduled maintenance;
Inform Customer of status and progress to agree on expectations during Incident management;
Review all Incidents and respond pursuant to this policy or the SLA;
Where resolution of an Incident may involve additional price or scope, Company will assign relevant resources to resolve. In such event, the additional price and scope will be reasonably agreed upon by Customer and Company in a Service Work Order that must be executed in writing between the Parties prior to the commencement of any work.

Last updated: 1 July 2025