Terms and Conditions

Agreement to terms

These Terms and Conditions ("Terms") are a legally binding agreement between you ("Customer", "you", "your") and i-Swipe Technologies Limited, RC No. 7752654, a company registered in Nigeria ("i-Swipe", "we", "us"), governing your access to and use of i-Swipe HR Suite, including our website at iswipehr.com and web application at app.iswipehr.com (together, the "Platform").

By creating an account, accepting these Terms, or using the Platform in any way, you confirm that you have the authority to bind your organisation to these Terms and that your organisation agrees to be bound by them. If you do not have that authority, or do not agree with these Terms, you must not access or use the Platform.

Definitions

The following terms have specific meanings throughout this agreement:

Accounts and registration

To access the Platform, you must register for an account. You agree to:

• Provide accurate, current and complete information during registration
• Keep your account information up to date
• Keep your login details confidential and not share them with anyone who is not authorised
• Tell us immediately at [email protected] if you suspect unauthorised access to your account
• Accept responsibility for all activity that happens under your account

You are responsible for managing access for all Authorised Users in your organisation, including creating roles, setting permissions and removing access when people leave. We are not liable for damage caused by your failure to keep your account secure.

Acceptable use

You may use the Platform only for its intended purpose of managing HR for your organisation. You must not:

• Use the Platform in any way that breaks Nigerian or international law, or the rights of anyone else
• Upload data about people without a lawful basis under the NDPA
• Probe, scan or test the vulnerability of any i-Swipe system without written permission
• Try to gain unauthorised access to any part of the Platform, its servers or connected networks
• Reverse engineer, decompile or disassemble any part of the Platform
• Resell, sublicense or transfer your Subscription to anyone else
• Remove or change any proprietary notices, labels or marks on the Platform
• Use automated tools to scrape, crawl or extract data from the Platform
• Introduce malicious code, viruses or other harmful software
• Use the Platform in any way that could damage, disable, overload or impair it

We may suspend or end access immediately and without notice for any breach of these rules.

Billing and payment

Subscription fees are charged monthly or yearly for the plan you choose. Each plan, its price, its staff limit and any one-time setup fee are shown on our pricing page.

Also:

• Most plans are a flat price for up to a set number of staff. The Enterprise plan is priced per employee. If you need more staff than your plan allows, you move up a plan. Moving up takes effect straight away; moving down takes effect at the end of the period you have paid for.
• A one-time setup fee applies to some plans, as shown on the pricing page
• Fees exclude VAT, which is added at the current rate (7.5%)
• If a renewal isn't paid, everything keeps working for 7 days after the plan ends. After that, only HR admins can sign in, to renew. Nothing is deleted while the account is open.
• Price changes are announced in writing at least 30 days before they take effect
• Yearly subscriptions are non-refundable except where the law requires otherwise

Intellectual property

i-Swipe HR Suite, including its software, design, code, features, documentation, trademarks, logos and all content created by i-Swipe, is the exclusive property of i-Swipe Technologies Limited and is protected by copyright, trademark and other intellectual property laws in Nigeria and internationally.

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform only for your internal HR purposes during your Subscription. This licence does not include any right to:

• Copy, modify or create derivative works of the Platform or its content
• Redistribute, resell or sublicense the Platform to anyone else
• Use i-Swipe trademarks or branding without our written consent
• Build a competing product using features or ideas taken from the Platform

Customer Data remains your exclusive property at all times. You grant us a limited licence to process Customer Data only to deliver the Services, as described in our Privacy Policy.

Data ownership and privacy

You keep full and exclusive ownership of all Customer Data you upload or create on the Platform. i-Swipe acts as a data processor on your behalf and processes Customer Data only on your documented instructions.

As your data processor, we will:

• Process data only for the purposes described in our Privacy Policy and these Terms
• Put appropriate technical and organisational security measures in place
• Not sell, rent or disclose Customer Data to anyone except as required by law or to deliver the Services
• Help you respond to data subject requests under the NDPA
• Tell you without undue delay, and within 48 hours, of becoming aware of a personal data breach affecting your data
• Delete or return Customer Data when the Subscription ends

For full details of how we handle personal data, read our Privacy Policy.

Data export and deletion:

• You can export your data at any time while your account is open. Export your payroll and tax records before you leave, as you must keep them for as long as the law requires.
• When your account is cancelled or closed, your Customer Data is permanently deleted 90 days later. Your HR admins are emailed 14 days before. Until then, we can reopen the account so you can export your data.
• Invoices and payment records are kept as tax law requires
• Deleted data leaves our rotating backups within 12 months

Confidentiality

Each party agrees to keep the other's Confidential Information strictly confidential. This includes pricing, technical architecture, customer data, business strategy and any information marked confidential or that a reasonable person would understand to be confidential.

The receiving party agrees to:

• Use Confidential Information only for the purposes of this agreement
• Not disclose it to anyone else without prior written consent
• Protect it with at least the same care it uses for its own
• Limit access to people who genuinely need to know

These obligations do not apply to information that is or becomes public through no fault of the receiving party, or that must be disclosed by law, court order or a regulator, provided the disclosing party is promptly told in writing where the law allows.

Warranties and disclaimers

Our warranties: the Platform will perform materially in line with its documentation and our SLA. We maintain the security measures described in our Security Policy. We will not knowingly introduce malicious code into the Platform.

Your warranties: you have the legal authority to enter this agreement, your use of the Platform complies with all applicable laws, and you have every consent needed to upload employee personal data.

Disclaimer: except as stated above, the Platform is provided "as is" and "as available". To the fullest extent allowed by Nigerian law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

We do not warrant that the Platform will be error-free, uninterrupted or free from security vulnerabilities, though we make every commercially reasonable effort to make it so.

Limitation of liability

To the maximum extent allowed by Nigerian law, i-Swipe Technologies Limited and its directors, officers, employees, agents and suppliers are not liable for any:

• Indirect, incidental, special, consequential or punitive damages
• Loss of profit, revenue, data, business opportunity or goodwill
• Damage from unauthorised access to your account or Customer Data where you did not keep your account secure
• Damage from third-party services, integrations or links reached through the Platform
• Damage from your failure to comply with the law or these Terms

Where liability is established, our total liability for any claim connected to the Platform will not exceed the fees you paid us in the three months immediately before the event that led to the claim.

Term and termination

These Terms apply from your first access to the Platform until your Subscription is ended by either party.

Ending by you: you may cancel at any time by emailing [email protected] from an HR admin's email address, or by telling your account manager. We confirm the cancellation in writing. Access continues until the end of the period you have paid for. Unused time on monthly plans is not refunded.

Ending by us: we may suspend or end your access immediately and without notice if:

• You breach any material part of these Terms
• Your payment is more than 30 days overdue after written notice
• We reasonably believe your use puts the Platform or other customers at risk
• The law or a competent authority requires us to

What happens next: when the agreement ends, your licence to use the Platform ends immediately. Parts of these Terms that by their nature should continue (including intellectual property, data ownership, confidentiality, liability and governing law) stay in force.

Governing law and disputes

These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict of law rules.

If there is a dispute connected to these Terms:

1. Both parties will first try to resolve it informally by writing to each other
2. If it is not resolved within 30 days, the parties will refer it to mediation under the Lagos Multi-Door Courthouse rules
3. If mediation fails, it will be resolved by arbitration under the Arbitration and Mediation Act 2023, seated in Abuja, Nigeria
4. All proceedings will be in English

Nothing here stops either party from seeking urgent interim relief from a competent court to protect its rights while a dispute is being resolved.

Contact and legal notices

Send all legal notices, questions and correspondence to:

• Email: [email protected]
• Billing: [email protected]
• Post: Legal Department, i-Swipe Technologies Limited, Flat 4, Yaounde Street, Wuse Zone 6, FCT Abuja, Nigeria
• Phone: +234 906 977 7799

Notices sent by email are treated as received on the next business day. Notices sent by post are treated as received five business days after posting.

We may update these Terms from time to time. Material changes are emailed to account administrators at least 14 days before they take effect. Continuing to use the Platform after that date means you accept the updated Terms.