Humanised Terms & Conditions
This section describes the terms that apply to your use of the Humanised Platform.
Humanised Technology Solutions (Private) Limited is referred to as “Humanised Platform”, “we” or “us” in these Terms.
Thank you for using the Humanised Platform.
This page describes the legal rights and obligations that apply to your use of the Humanised Platform website at gethumanised.com (“HPWebsite“), mobile applications, services, content, subscriptions, accounts, benefits and offers as available through or as described on the Humanised Platform Website or agreed between us from time to time (“Humanised Platform“).
The terms on this page (“General Terms”) together with the terms referred to in clause 1 below are referred to as “Terms“. Please read these Terms carefully as they will apply if you use the Humanised Platform, in any capacity as described in the Terms of this contract.
- Other Terms: Other terms or policies may also apply to specific services, content or benefits offered through the Humanised Platform. These include:
- Terms agreed in writing between us, including in a service order form (“Order”).
A copy of Humanised Platform Terms and policies can be found on our website.
- Priority of Terms: If there is any inconsistency between the terms that apply to specific services available through the Humanised Platform and these General Terms, the terms in the service specific terms will take priority in relation to those specific services.
- Updated Terms: We are always improving the Humanised Platform. We may amend or add to these Terms from time to time by posting our updated Terms to the HP Website. If you have an account with us (“HP Account“) we may also notify you of any changes through your account or by email. Please check the HP Website from time to time for changes.
- Adverse Changes: If we have notified you, or you otherwise become aware of, a change in the Terms that adversely affects your use of the Humanised Platform and you do not agree with the change, please notify us by emailing firstname.lastname@example.org within 30 days of receiving notice of, or otherwise becoming aware of, the amended Terms. We may, at our discretion, notify you that we agree to allow you to continue to use some or all the Humanised Platform in accordance with the previously agreed Terms for the period of time set out in that notice. If we do not notify you that we agree to your continuing to use the Humanised Platform on the previously agreed Terms within 14 days of your notification, you may terminate your account with us and stop using the Humanised Platform within 30 days of the date you first notified us. If you continue to use the Humanised Platform you agree to the amended Terms.
- Reseller Orders: If you purchase a subscription to the Humanised Platform through a Humanised Platform reseller/partner, you must comply with these Terms as well as any terms imposed on you by the reseller/partner. Resellers/partners are not authorised to make promises on Humanised Platforms’s behalf and, to the extent permitted by law, we are not bound by any obligations to you other than those specified in these Terms.
Who do these Terms apply to?
This section describes who these Terms apply to
- Customers: “Customers” are companies or individuals that use or purchase services or subscriptions from the Humanised Platform for business purposes. Customers may include employers, business owners and companies engaging contractors. Customers are responsible for paying any fees that apply to use of the Humanised Platform, unless a fee is stated as being payable by individual Users (defined below). If you are agreeing to these Terms on behalf of your company then “Customer” or “you” means your company, and you are binding your company to these Terms.
- Users: A “User” is an individual who accesses the Humanised Platform whether on behalf of a Customer or on their own behalf and includes Customer’s employees, visitors to the HP Website, employers, administrators, employees or former employees who continue to access the HP Platform after leaving the employer that provided them with an HP Account and third party contractors working for Customers. If you are a User, then “User” or “you” means you, you must accept these Terms and all Terms apply to you except those that state that they apply to Customers.
- Humanised Platform: By using the Humanised Platform or agreeing to an Order you are entering into an agreement with Humanised Technology Solutions (Private) Limited.
Humanised Platform Accounts
This section provides information about your Humanised Platform Account
- Accessing the Humanised Platform: You may need to create an HP Account with us to access some of the subscriptions, services, content, benefits or offers available from the Humanised Platform. Customers who have created a HP Account may grant Users permission to create their own accounts using the Humanised Platform functionality.
- User Accounts: If you are a User who has been granted access to aHP Account you must comply with these Terms.
- Protect your login information: You must keep your user name and password secure and not let anyone access your HP Account. If you have activated biometric authentication (for example fingerprint or facial recognition or voice recognition) on a device, you are responsible for safeguarding your biometric identifier. You must notify us of any actual or suspected unauthorised use of your HP Account or if you suspect someone has access to your login credentials (including your biometric identifier). You are responsible for all actions and losses arising from use of your HP Account as a result of your failure to keep your information secure and confidential.
- Responsibility of Customers: Customers are responsible for all actions and losses arising from the Customer’s HP Account and any HP Accounts it has granted to Users.
This section sets out your rights and obligations when using the Humanised Platform.
- Right to use Humanised Platform: We grant you the right to use the Humanised Platform for internal business purposes only based on the subscriptions and services that have been purchased or signed up for, your role and the access level that you have been granted.
- Ownership of Humanised Platform: We are an exclusive licensee in Sri Lanka of all rights in everything on the Humanised Platform except content that is owned by others such as content and information you provide when using the Humanised Platform. This includes copyright, trade marks, the design, compilation and look and feel of the Humanised Platform and all other intellectual property. You must not copy, distribute, modify or make copies of the Humanised Platform or any content on the Humanised Platform or use any of our licensed intellectual property rights except as permitted by these Terms or expressly permitted by us in writing.
- Humanised Platform Templates: From time to time we may make available templates of documents including standard employment agreements, workplace policies, performance and coaching reviews and surveys (“HP Templates”). You may copy, distribute or modify HP Templates for your internal business purposes only.
- Pre-release or beta versions: We may make pre-release or beta versions of products or services available to you. These products and services may be still under development and may be inoperable or incomplete and contain more errors and bugs than our generally available services or products. Because of the nature of these services, you use them at your own risk.
- Third Party Services: Some of the services available through the EH Platform are provided by other companies (“Third Party Services“) and you must agree to any additional terms or fees that may apply to those services. Use of Third Party Services are subject to the terms and privacy policies set by the provider of Third Party Services (“Third Party Service Provider”). You should make sure you understand the terms and how the Third Party Service Provider may use your data and personal information before using the Third Party Services.
- Restrictions: Below is a list of things you must not do:
- use the Humanised Platform in a way that impairs its functionality, compromises the security or integrity of our systems or networks or interferes with other people’s use of the Humanised Platform;
- decompile, reverse engineer disassemble rent or sub-licence anything on the Humanised Platform;
- access any system or account without our permission; or
- use the Humanised Platform for any illegal or fraudulent purpose or upload anything that may be offensive, discriminatory, defamatory, abusive or infringes the rights of others including intellectual property rights and privacy rights.
- Intellectual Property Indemnity: We will defend you, at our own cost against any claims made by a third party that the Humanised Platform (including content) used by you in accordance with these Terms infringes that third party’s intellectual property rights (“Infringement Claim“). You must notify us promptly of any such Infringement Claims, give us sole control over the defense and settlement of the Infringement Claim, and provide reasonable help in defending the Infringement Claim. Subject to the foregoing, we will indemnify you for i) the amount paid by you to the third party based on a settlement (agreed by us) or final court judgment, and ii) reasonable legal and other out-of-pocket expenses that you incur in giving the help to us referred to above.
- Remedies: If we reasonably believe that an Infringement Claim under clause 19 may bar your use of the Humanised Platform, we will either obtain the right to keep using the Humanised Platform, or modify or replace the Humanised Platform with a functional equivalent. If either of these options would cause unreasonable costs to us, we may terminate your right to use the infringing Humanised Platform content or service and we will reimburse the corresponding proportion of prepaid subscription fees for the terminated Humanised Platform content or service on a pro-rata basis.
- Limitations: We are not liable if the Infringement Claim results from i) use of the Humanised Platform in violation of these Terms or against our written instructions, ii) alteration of the Humanised Platform service or content by you or the Customer not authorised by us, iii) our compliance with your or the Customer’s express written instructions, iv) use of the Humanised Platform in combination with any product or service not provided by us if the Humanised Platform would not infringe without such combination.
- Exclusive Remedy: Clauses 19 to 21 state your sole and exclusive rights and remedy with respect to Infringement Claims.
This section provides information about additional services we may offer
- Additional Services: We may offer certain additional services related to the Humanised Platform such as implementation services, data cleansing services, advisory services, development of template documents or employee services (“Additional Services“). These Additional Services will be specified in more detail in an Order, a statement of work or on the HP Website. Additional fees and terms in addition to these Terms may apply to our Additional Services.
- Schedules: We will use reasonable efforts to meet any specific time schedules mutually agreed by the parties in writing for any Additional Services.
Subscriptions, Fees and Payment
The section explains your obligation to pay fees and information about subscriptions and free services
- Fees: Pricing for our Subscriptions (defined in clause 26 below) and other services and content offered through the Humanised Platform are as set out on the HP Website unless otherwise agreed with you in writing.
- Subscriptions: Services and content on the Humanised Platform may be offered on a paid subscription basis to Customers (“Subscriptions“). Customer’s Subscriptions will automatically renew at the end of each Subscription period. Customers can cancel Subscriptions through their HP Account, in which case the Subscription will end at the end of the then current Subscription period. On termination of a paid Subscription, we may, at our discretion, offer to downgrade the Subscription to a free Service offered by us if applicable. If a Customer has agreed to a minimum term with us, then the Customer cannot terminate the Subscription for convenience before the end of that minimum term.
- No-charge Services: We may offer services at no charge such as fee-free basic accounts, free trials or access to beta versions (“No-charge Services“). Your use of No-charge Services may be subject to additional terms that we specify and may be available only for a limited time period. We may change, suspend or terminate your right to use No-charge Services at any time at our sole discretion.
- Trial Periods: If a Customer has signed up for fee-free trial period for any of our Subscriptions, the Subscription will automatically renew at the end of the trial period and the Customer will be charged the applicable Subscription fee, unless the Subscription is terminated prior to the end of the fee-free trial period.
- User Fees: Users may have the option to purchase goods and services through the Humanised Platform. Prices for such goods and services will be displayed at the point of purchase and Users are responsible for any payments.
- Payment Methods: You may be required as part of the registration process or prior to accessing parts of the Humanised Platform to provide a valid payment method or other payment information (such as payment card details). If you provide such payment information you authorise us to process payments using that payment method for Subscriptions or services purchased from us. Please ensure that any payment information you provide to us remains up to date. If you miss a payment, we may suspend your access to paid Subscriptions and the Humanised Platform or suspend the provision of services until the payment is made.
- Invoicing and Payment of Subscriptions:
If you signed up through an agreement – You will be invoiced monthly in arrears on the 1st day of each month commencing on the first full month after you sign up. Payment terms are net 14 days from invoice (14th of the month).
If you signed up through the platform: You will be invoiced monthly in arrears and your payment details will be debited on the 1st day of each month. Your first invoice will be pro-rata based on when you signed up.
- Taxes: All fees are inclusive of Goods and Service Taxes, Value Added Taxes, Sales Taxes and any other applicable taxes and duties, unless expressly stated otherwise. You are responsible for paying us the full amount stated inclusive of taxes.
- Changes to Fees: We may change the pricing of our Subscriptions and services by providing 30 days written notice to you. Price changes for Subscriptions will take effect at the start of the next Subscription period following the date of the price change. If you continue to use the Humanised Platform after the price change takes effect, you accept the new price.
Data Use, Privacy and Confidential Information
This section describes how we will deal with your personal and confidential information, and how you should protect our confidential information.
- Your Data: The Customer or the relevant User owns the data, information and content entered or uploaded to the Humanised Platform by Users or Customers (“Your Data“). You grant us a licence to use Your Data for the purpose of providing services under these Terms, to enable you to use the Humanised Platform, to allow us to improve the Humanised Platform, to carry data analytics using de-identified aggregate data, to communicate with and about the Humanised Platform and our services and to send information we think may be of interest to you.
- Other People’s Information: If you enter or upload another person’s personal information, confidential information or intellectual property to the Humanised Platform (including information about your employees), you must ensure that you have the rights as an employer or you made any required notifications and gained necessary consents to allow us to store and use that personal information, confidential information and intellectual property as required to provide the Humanised Platform services and as permitted by these Terms. You shall indemnify us, our Associated Entities and our directors, officers, employees, agents and licensors against all losses and costs (including legal costs), third-party claims, expenses or liability that arise out of your failure to comply with this clause.
- Removal and Suspension: We have no obligation to monitor Your Data uploaded to the Humanised Platform. However we have the right to (but we are not obliged to) remove Your Data or suspend or terminate your access to the Humanised Platform if we consider that Your Data contravenes these Terms or any law or in response to a take-down request or allegation that Your Data breaches any persons intellectual property or other rights. We are not liable for any losses you may incur if we take any actions permitted by these Terms.
- Our Confidential Information: While using the Humanised Platform you may have access to our confidential information such as information that is not publicly available about our business, operations, trade secrets, technical information, non-public pricing information, information about the characteristics, features and performance of pre-release or beta versions. You agree to protect our confidential information and not to share it without our express written permission unless required to by law. This clause shall survive termination or expiry of your access to the Humanised Platform.
- Your Confidential Information: We will protect your confidential information that you provide to use and only use it to perform our obligations under these Terms and as permitted by these Terms. We may also disclose your confidential information to our Associated Entities for the purpose of providing you with additional information about the Humanised Platform.
Liability and Indemnity
This section describes liability terms between us and both Customers and Users.
- Warranty Disclaimers: The Humanised Platform is provided on an “as is, as available” basis. To the maximum extent permitted by law, we disclaim any, and all express or implied warranties, guarantees or representations including but not limited to merchantability, reliability, that the Humanised Platform will be uninterrupted or error free and fitness for a particular purpose of the Humanised Platform including any content, services and products or that the Humanised Platform will meet your requirements. We do not warrant that all features of the Humanised Platform will continue to be available, or that particular features will be developed in the future
- Humanised Platform does not provide advice: Some parts of the Humanised Platform may include general summaries of the law, contract templates or tools to assist with compliance which may not deal with or be applicable to your particular circumstances. We use reasonable efforts to create content and services that comply with applicable laws in a general way, but content and services provided through the Humanised Platform does not constitute legal, financial, accounting or taxation advice, and nor should it be relied upon as such by you. You are responsible for compliance with the workplace, tax and other laws that apply to you or your business and you should obtain independent legal and tax advice if required. Except for liability that cannot be excluded or limited by law, we exclude liability for losses, costs, third-party claims, regulatory penalties, expenses or liability arising from or relating to legal, tax, accounting or compliance issues associated with your use of the Humanised Platform.
- You indemnify us: You shall indemnify us, our Associated Entities and our directors, officers, employees, agents and licensors against all losses and costs (including legal costs), third-party claims, expenses or liability (“Losses“) that arise out of or relate to your use of the Humanised Platform or any Third Party Service (except to the extent the Losses were caused by our breach of these Terms or our negligence). This clause shall survive termination or expiry of your access to the Humanised Platform.
- Liability Exclusions: Except for liability that cannot be excluded or limited by law, and except for your indemnity in clauses 36 and 42 each party excludes liability for loss of profits or revenue, loss of goodwill, damage to reputation, loss of anticipated savings, loss or corruption of data, loss, penalties or expenses arising from legal, tax or accounting compliance issues and any indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense. This clause shall survive termination or expiry of your access to the Humanised Platform.
- Limitation of liability: Our total aggregate liability to you under this Agreement and in connection with the Humanised Platform (including in connection with any Additional Services) is limited to direct damages up to the total paid by you to us during the 6 month period preceding the first event that gave rise to our liability under these Terms.
- Consumer Laws: You may have the benefit of non-excludable warranties, guarantees or other rights provided under laws of Sri Lanka (“Non-excludable Conditions“). These Terms are subject to any Non-Excludable Conditions that apply to you. Our liability for a Non-excludable Conditions is limited, at our option, to the cost of replacing or paying for the costs of replacing the relevant goods or services (except if the liability for any Non-excludable Conditions cannot be so limited by law, in which case our liability for that Non-excludable Condition will be limited to the extent permitted by law).
Term, Termination and Suspension
This section sets out information about the term and termination and suspension rights.
- Subscription Periods: If you are a Customer using the Humanised Platform paid Subscription, the Subscription continues for the Subscription period you have paid for and will automatically renew at the end of each Subscription period on a monthly basis unless either party provides at least 90 days notice that that party does not wish to renew your Subscription, provided that a Subscription cannot be terminated under this clause before the end of any minimum term we have agreed in writing (for example, in an Order).
- Termination: Unless we have agreed on a minimum contract term or minimum notice period in writing such as in an Order, and except in relation to Subscriptions as set out in clause 46 HP Accounts or access to some or all services associated with the Humanised Platform may be terminated by either you or us by providing written notice. If we terminate any services under this clause and you have not breached these Terms, we will refund any prepaid fees that relate to terminated Subscription or services on a pro-rata basis.
- Termination by us: We may also terminate your access to the Humanised Platform (either in whole or in part):
- if you or the Customer breaches any of these terms and does not remedy the breach within 14 days of being asked to do so, or immediately if the breach is not capable of being remedied;
- any subscription fees payable for your use of the Humanised Platform have not been paid by the Customer responsible for the payment of the subscription fees; and
- if you, your business or the Customer responsible for paying the fees under these Terms becomes subject to an insolvency event (if permitted by the applicable law).
- Suspension and/or termination of access to the Humanised Platform shall be made without prejudice to the accrued rights and liabilities of the Parties at the date of suspension and/or termination, unless waived in writing by the Party entitled thereto.
- Continuation of Terms: These Terms will continue to apply until all your Subscriptions, HP Accounts and services provided under these Terms or associated with the Humanised Platform have terminated.
- Suspension by us: We may suspend your access to any part of or all of the Humanised Platform or the provision of any services under these Terms at our sole discretion including if:
- you or the Customer are in breach of these Terms;
- payment of any fees are overdue; or
- We believe suspension is required to protect the Humanised Platform, our systems or other users of the Humanised Platform.
- Refunds: If any Subscriptions are terminated, or your access to any part or all of the Humanised Platform is terminated or suspended, you will not be entitled to a refund of any fees paid other than as specified in these Terms or required by applicable laws.
- Your data: We have no obligation to store or provide access to Your Data on the Humanised Platform after termination of your paid Subscription, your HP Account or termination of your access to the relevant part of the Humanised Platform. We may delete or remove any of Your Data stored on the Humanised Platform after 3 months from the date of termination of your HP Account. We will not be liable for losses incurred directly or indirectly from the loss of Your Data.
This section sets out other important terms
- Publicity Rights: We may refer to Customers as an Humanised Platform customer on the HP Website or in our promotional materials. Customers may ask that we stop doing this by emailing us at email@example.com It may take up to 30 days to process your request.
- Notices: Any notices under these Terms to us must be sent to us by email firstname.lastname@example.org. We may send notices to you by email to the email address you have provided to us or through the notification functionality in your HP Account.
- Things beyond our control: We are not liable for any delay or failure to perform obligations under these Terms due to events that are beyond our reasonable control, including without limitation failure of power, telecommunications or data networks, natural disasters, government orders, strikes, wars, epidemics or pandemics.
- Assignment: If you are a User, the rights given to you under these Terms are personal and you may not assign or transfer your rights or obligations under these Terms without our prior written consent. If you are a Customer, we will not unreasonably refuse our consent if the assignee agrees to be bound by these Terms and we do not consider them to be a financial or other risk. We may assign our rights and obligations under the Terms (in whole or in part) without your consent.
- Our Relationship: We are independent contractors. Unless the parties explicitly agree in writing otherwise, nothing in these Terms are to be interpreted as forming a partnership between us and Customers or any Users, or as forming any other type of legal association that would give any Customer or User the right power or authority to bind or create any duty or obligation of us.
- Waiver: The failure by either Party hereto to exercise or enforce any right conferred by hereof shall not be deemed to be a waiver of any such right nor operate to bar the exercise or enforcement thereof at any time. Further, no waiver of any term or condition hereof by either Party shall be deemed a waiver of any other term or condition.
- If any one or more of the covenants, provisions or terms hereof shall, for any reason whatsoever, be held invalid, void or unenforceable, then such invalidity, nullity or unenforceability shall not affect the other covenants, provisions or terms hereof.
- Survival of Terms: Any terms that expressly provide its survival after termination or expiration of access to the Humanised Platform will continue to apply after termination or expiry of access to the Humanised Platform.
Governing Law and Disputes: These Terms are governed by the laws of Sri Lanka and subject to the exclusive jurisdiction of the courts of Sri Lanka. If you have any concerns or complaints about us or the Humanised platform please contact us by emailing email@example.com. If either of us has a dispute or claim arising out of or related to these Terms or the Humanised Platform, each of us will consult and negotiate in good faith to resolve the matter. If we are not able to reach a settlement within 60 days, then either party may commence legal proceedings.
Humanized Payroll-Terms and Conditions
“Company” means Humanised Technology Solutions (Private) Limited that licenses the Service.
“Data” Is any information You input into the Service.
“Intellectual Property Right” means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Service” means the software made available by the Company via our Website. Any new features added to or augmenting the Service are also subject to these Terms and Conditions.
“Subscription Fee” means the monthly fee (excluding any taxes, levies and duties) payable by you in accordance with the fee schedule set out on the website (which the Company may change from time to time, notifying You).
“Terms” mean terms and conditions set out herein.
“Website(s)” means the internet site with any domain managed and operated by the Company(
“You” means your company, and includes you, your employees, consultants, representatives and agents. “You” may also be referred to as “Users”.
2. Use of Service
2.1. The Company grants You the right to access and use the Service via any of our managed Websites with the user roles according to your subscription type. This right is non-exclusive and non-transferable and limited by these Terms and Conditions.
3. Your Obligations
3.1. Payment obligations
3.1.1. The Service is made available on a monthly subscription basis. A minimum monthly fee applies. If you do not maintain valid credit card details or direct debit authority with the Company, your account will be downgraded (you won’t be able to process pay runs) and can only be reactivated by submitting your credit card information.
3.1.2. An invoice for the Subscription Fee will be issued to the billing contact after the end of the billing period and charged on the fourteenth day of the same month. All charges are calculated on a pro-rata basis.
3.1.3. All invoices will include the Subscription Fee for the preceding period of use. Humanized will continue invoicing You monthly until this Agreement is terminated in accordance with clause 8.
3.1.4. All invoices of the Company will be made available to You (you’ll be notified by email) and are payable within 10 days of the invoice date (end of the month). You are responsible for payment of all taxes, levies and duties in addition to the Subscription Fee.
3.1.5. There are no refunds or credits for partial months of service, upgrade/ downgrade refunds, or refunds for months unused with an open account (this also applies for the Annual Subscription). In order to treat everyone equally, no exceptions will be made.
3.1.6. For any upgrade or downgrade in plan level, your credit card will automatically be charged the new rate on your next billing cycle.
3.1.7. Downgrading your account may cause the loss of content, features, or capacity of your account. The Company does not accept any liability for such loss.
3.1.8. Prices of all Services, including but not limited to monthly fees to the Service, are subject to change upon 30 days notice from the Company, given by email or posted to the Website.
3.1.9. SMS usage is not included in the monthly fee and incurs additional costs per your mobile service provider.
3.1.10. If no payrolls are processed in a 3 month period, your account may be terminated due to inactivity.
3.1.11.The Company has no obligation to maintain or provide access to any data stored in the Humanized content management system or Payroll platforms after your termination date. Any data stored in the system may be deleted/removed after 3 months from your account termination date and the Company will not be liable for any losses incurred, directly or indirectly, from your loss of data.
3.2. General obligations
You must only use the Service and Website for your own lawful internal business purposes, in accordance with these Terms and any notice sent by the Company or condition posted on the Website.
3.3. Access conditions
3.3.1. You agree and recognise that your login may only be used by 1 (one) person. You may create separate logins for as many people as you like.
3.3.2. You will ensure that all usernames and passwords required to access the Service are kept secure and confidential. You will immediately notify the Company of any unauthorised use of your passwords or any other breach of security and the Company will reset your password. The Company reserves the right to access any or all your accounts in order to respond to your requests for technical support.
3.3.3. As a condition of these Terms, when accessing and using the Service, You must:
126.96.36.199. not attempt to undermine the security or integrity of the Company’s computing systems or networks or, where the Service is hosted by a third party, that third party’s computing systems and networks;
188.8.131.52. not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or impair the ability of any other user to use the Service or Website;
184.108.40.206. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Service is hosted;
220.127.116.11. not transmit, or input into the Service, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
18.104.22.168. not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Service or the Website except as is strictly necessary to use either of them for normal operation.
3.4. Usage Limitations
Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes, the number of calls You are permitted to make against the Company’s application programming interface. Any such limitations will be specified within the Service.
3.5. Communication Conditions
As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You shall not use any such communication tool for posting or disseminating any material unrelated to the use of the Service including (but not limited to): offers of goods or services for sale, files that may damage any other person’s computing devices or software, content that may be offensive to any of our other users, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Website, You represent that You own the content of the communication. The Company is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based forum, You shall exercise caution when using the communication tools available on the Website. However, the Company does reserve the right to remove any communication at any time in its sole discretion.
You shall indemnify the Company against all claims, costs, damage and loss arising from your breach of any of these terms or any obligation You may have to the Company, including (but not limited to) any costs relating to the recovery of any Subscription Fees that have not been paid by You.
4. Confidentiality and Privacy
Unless the relevant party has the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all confidential information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any confidential information of the other party available to any person, or use the same for its own benefit, other than as contemplated by these Terms. Each party’s obligations under this clause will survive termination of these Terms. The provisions of this clause shall not apply to any information which:
4.1.1. is or becomes public knowledge other than by a breach of this clause;
4.1.2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
4.1.3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
4.1.4. is independently developed without access to the Confidential Information.
5. Intellectual Property
Title to, and all Intellectual Property Rights in the Service (the Website and any documentation relating to the Service, remain the property of its licensor of rights to the Company). The Company is licensed to grant licenses to use the Service in Sri Lanka.
Title to, and all Intellectual Property Rights in, the Data remain your property. However, your access to the Data is contingent on full payment of the Subscription Fee. You shall maintain copies of all Data inputted into the Service.
The Company adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. The Company expressly excludes liability for any loss of Data no matter how caused.
5.3. Third-party applications and your Data
If You enable third-party applications for use with the Service, You acknowledge that the Company may allow providers of those third-party applications to access your Data as required for the inter-operation of such third-party applications with the Service. We shall not be responsible for any disclosure, modification or deletion of your Data resulting from any such access by third-party application providers.
You may only use various logos associated with the Service or of the Company only with the Company’s written consent and for promotional purposes to identify yourself as a customer of the Company or user of Service, provided You do not attempt to claim ownership of the marks by incorporating any of them within your names or offerings.
6. Warranties and Acknowledgement
You acknowledge that: You are authorised to use the Service and the Website and to access the information that You access using the Service and the Website (whether that information is your own or that of anyone else). If You are using the Service and accessing the Website on behalf of or for the benefit of an organisation (whether a body corporate or not) then the Company will assume that You have the right to do so and that organisation will be liable for your actions or omissions (including any breach of these Terms). The provision of, access to, and use of, the Service, including the Website and content, and all server and network components are provided on an “as is” and “as available” basis, at your own risk, without any warranties of any kind, to the fullest extent permitted by law. The Company does not warrant that the use of the Service will be uninterrupted, timely, secure, error free or virus free and no information or advice obtained by You from the Company or through the Service shall create any warranty not expressly stated in these Terms. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. The Company is not in any way responsible for any such interference or prevention of your access or use of the Service. It is your sole responsibility to determine that the Service meets the needs of your business.
6.2. No warranties
The Company gives no warranty about the Service. Without limiting the foregoing, the Company does not warrant that the Service will meet your requirements or that it will be suitable for your purposes. To avoid doubt, all implied conditions or warranties are excluded whether express or implied, insofar as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
6.3. Consumer guarantees
You warrant and represent that You are acquiring the right to access and use the Service and agreeing to these Terms for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.
7. Limitations of Liability
7.1. To the maximum extent permitted by law, the Company excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of Data, profits and savings) or damage resulting, directly or indirectly, from the use of, or reliance on, the Service.
7.2. If You suffer loss or damage as a result of the Company’s negligence or failure to comply with these Terms, a claim by You against the Company arising from the Company’s negligence or failure will be limited in respect of any one incident, or series of connected incidents to the Subscription Fees paid by You in the previous 12 months.
7.3. If You are not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8. Cancellation & Termination
8.1. Trial policy
When You sign up for the Service You can evaluate the Company with no obligation to continue. If You choose to continue using the Service, You will be billed from the day You provide your billing details. If You choose not to continue, You may terminate these Terms by sending an email to firstname.lastname@example.org
You are responsible for properly cancelling your account. The account owner (as defined in the sign-up procedure) can cancel the account at any time by sending an email to email@example.com
Upon cancellation of your account, you will no longer be able to process pay runs, make super payments or send SMS notifications. Doing so will incur charges past your cancellation date. Cancelling your account may result in your data being deleted. Your data will be retained for a period of 3 months from your cancellation date and will not be accessible unless you resubscribe to the Service. Data can also be removed at the explicit request of the account holder. Should a data deletion request be made, all of your content will be immediately deleted from the Service. Data deleted as part of a data deletion request cannot be recovered once the request has been completed. If you cancel the Service before the end of your current month, your cancellation will take effect immediately and you will be billed for usage up until the point of cancellation.
8.3. Prepaid Subscriptions
There will be no refund for any remaining prepaid period for a prepaid Subscription Fee subscription, unless that subscription is cancelled within the 30 day trial period.
8.4. No-fault termination
These Terms will continue for the period covered by the Subscription Fee paid in clause 3.1. These Terms will automatically continue for the same period unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period.
If You: breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied; breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.3 or any payment more than 30 days overdue); or the paying subscriber goes into liquidation or has a receiver or manager appointed of any of its assets or becomes insolvent, or makes any arrangement with its creditors, or becomes subject to any similar insolvency event in any jurisdiction, the Company may take any or all of the following actions, at its entire discretion: Terminate these Terms and your use of the Service and the Website; Suspend for any definite or indefinite period of time, your use of the Service and the Website; Take either of the actions in sub-clause 4 and 5 of this clause in respect of any other persons in your organisation or who have access to your information or that of your organisation.
8.6. Accrued Rights
Termination of these Terms is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement, You will remain liable for any accrued charges and amounts which become due for payment before or after termination and immediately cease to use the Service and the Website.
8.7. Expiry or termination
Clauses 3.1, 3.6, 4, 5, 6, 7, 8 and 9 survive the expiry or termination of these Terms.
9.1. Entire agreement
These Terms, and the terms of any other notices or instructions given to You under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and the Company relating to the Service and the other matters dealt with in these Terms.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
9.3. Force Majeure
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
9.4. No Assignment
You may not assign or transfer any rights to any other person without the Company’s prior written consent.
9.5. Governing law and jurisdiction
These terms shall be governed by the laws of Sri Lanka. You hereby expressly agree to submit to the exclusive jurisdiction of the courts of Sri Lanka for the purpose of resolving any dispute relating to your access to or use of the Service.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to the Company must be sent to firstname.lastname@example.org or to any other email address notified by email to You by the Company. Notices to You will be sent to the email address which You provided when setting up your access to the Service.
9.8. Rights of Third Parties
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
9.9. Relationship of the Parties
Nothing in this Agreement shall be taken to create any joint venture, partnership or other similar arrangement between the Parties hereto. Each Party shall at all times stand in relation to the other as an independent contractor. Neither Party may hold itself out to any third party as being the agent of the other.