Terms and Conditions

1.1 The following definitions shall apply to this agreement:

1.1.1 "Software" means the HR Forte, cloud payroll software (HRF Platform) and Octopro, a cloud payroll aggregator platform in this Agreement. HRF provide cloud software and applications for businesses, including web based and mobile applications (“Software”).

1.1.2 "Use" means (i) user(s) using it by opening the Software in different selective web browsers and mobile devices. The most recommended web browser(s) to use are Google Chrome, Firefox and Safari. For mobile devices, the applicable apps may be downloaded from Apple store or Google Play.

1.1.3 "Territory" means the location, country where end-user is located.

1.1.4 "Subscriber" means your business, organization, or you as an individual who have been granted legal permission or certain rights by HR Forte, the legal owner of the designs and development of the cloud SaaS software named HR Forte (HRF Platform) and OctoPro. As the primary Subscriber, your organization or you directly obtain the subscription from the Software Provider. A secondary Subscriber refers to a party within your organization or a third party who obtains rights to use the subscription of the Software from you, the primary Subscriber, rather than directly from the Software Provider.

1.1.5 “Software Provider” means the legal owner of HR Forte and Octopro Software who granted the Subscriber the nonexclusive, nontransferable right access rights to use the Software with a subscribed plan.

1.1.6 “PDPA” means Personal Data Protection Act.

2. Software Use

2.1 HRF hereby grants a perpetual, non-exclusive right to use the Software and Documentation (collectively, the "Software"), subject to the terms and conditions hereinafter set forth through subscription to HRF and OctoPro packages. This is effective when mutually agreed to be executed by both parties and the subscription granted to the Software remains in force until you or HRF terminates this subscription. Termination terms are outlined in the termination clause in this Agreement.

2.2 You may use the Software for your personal and business use or for internal business purposes in the organization that you represent. You may connect to the Software using any Internet browser supported by the Software. You are responsible for obtaining access to the Internet and the equipment necessary to use the Software. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.

3. Subscription Fee

3.1 The Software are available under subscription plan which likely been shared with you in our Subscription Fee document. Payments for subscription plans can be made by Credit Card or bank transfer mode with credit terms of no later than 5 days. Subscription fee with tiered headcount will be calculated on the 30th of every month based on the active number of employees in the Employee Module.

3.2 Your subscription will be automatically renewed at the end of each subscription period unless you inform us at least 30 days written notice that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you or an invoice will be sent with bank details for your payment processing.

3.3 If you do not wish to renew the subscription, you must inform us at least thirty days prior to the renewal date. If you are processing payment using bank transfer, please send us by email to ask@hrforte.com 14 days before the expiry of current subscription or 5 days maximum after expiry of current subscription with prior notice given that payment will be delayed, unless a new payment term is mutually agreed.

3.4 If you choose to pay by bank transfer payment mode, you agree to bear all bank charges of payee and payer, all local withholding taxes and ensure the net received by HRF is exactly the invoice stated and billed.

3.5 From time to time, HRF may change the price of the Software due to economic condition and inflation with prior written notice to you.

3.6 You have the right to terminate the use of the Software under the termination clause in this agreement if you do not agree with the price increment notification. Any increase in charges will not apply until the expiry of your current subscription plan.

3.7 In the event any tax such as GST, VAT, sales tax, withholding tax or the like is chargeable by HRF in accordance with any local, state, provincial or foreign laws with respect to your subscription to HRF Software ("Taxes"), HRF will invoice you for such Taxes. You agree to pay HRF such Taxes in addition to the subscription fees. HRF shall provide you with an invoice in the format prescribed by the applicable local, state, provincial or foreign laws to help you avail the applicable input tax credit for the Taxes so paid.

4. Free Trial

4.1 If you are eligible for a free trial of one or more Software, HRF will make the applicable Software available to you on a trial basis free of charge until the earlier of (i) the end of the agreed free trial period of the applicable Software (unless terminated earlier by you), (ii) the start date of the paid subscription period for the applicable Software, or (iii) termination by HRF in its sole discretion.

4.2 Any data that you enter into the Software, and any customizations made to the Software during the free trial will be permanently lost unless you (i) purchase the corresponding paid subscription plan for the account, (ii) purchase applicable Software upgrades, or (iii) export such data before the end of the trial period.

4.3 Notwithstanding anything contained in this Section, Software are offered as-is during the free trial, without any warranty, covenant, support or liability whatsoever, to the extent permitted by law.

5. Subscriber’s Rights and Obligations

5.1 The Software is protected by Singapore’s copyright laws and international treaties. You must treat the Software like any other copyrighted material – for example a book. You have the right to access and use HRF software in accordance with the terms and conditions of this agreement.

5.2 This includes the right to receive updates and enhancements to the software during the subscription period. You also have the obligation to use the software in compliance with applicable laws and regulations, and to ensure that your employees, clients, vendors, acquaintances, and other authorized users do the same.

5.3 Additionally, you agree to maintain the confidentiality of any login credentials or other access information provided to you, and to promptly notify us if you become aware of any unauthorized use of the software or breach of security.

5.4 You agree to provide any labor or / and tax laws updates in the country of your user(s) is located to HRF where the changes and updates of the laws may affect the payroll computations and HRF takes the responsibility to ensure the known updates and changes in the laws are updated in the Software to ensure accuracy of payroll computation.

6. Administrator(s) or Super Admin

6.1 When you sign up for an account for your organization you may specify one or more administrators or Super Admin. The administrators will have the right to configure the Software based on your requirements and manage end users in your organization account.

6.2 If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.

6.3 You are responsible for (i) ensuring confidentiality of your organization account password, (ii) appointing competent individuals as administrators for managing your organization account, and (iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement.

6.4 You understand that HRF is not responsible for account administration and internal management of the Software for you.

6.5 You are responsible for taking all the necessary steps for ensuring that your organization does not lose control of the administrator accounts.

6.6 You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to ask@hrforte.com provided that the process is acceptable to HRF.

6.7 In the absence of any specified administrator account recovery process, HRF may provide control of an administrator account to an individual providing proof satisfactory to HRF demonstrating authorization to act on behalf of the organization.

6.8 You agree not to hold HRF liable for the consequences of any action taken by HRF in good faith in this regard.

7. Limited Remedy

7.1 To the maximum extent permitted by law, neither party shall be liable to the other for any consequential, incidental, indirect, special, punitive, or other damages, including but not limited to loss of business profits, business interruption, computer failure, loss of business information, or any other loss or damage arising from or related to the use of or inability to use the Software, even if the affected party has been advised of the possibility of such damages.

7.2 In any event, the total aggregate liability of either party in connection with this Agreement, whether arising in contract, tort, or otherwise, shall not exceed the greater of one thousand dollars (USD $1,000) or the total subscription fees paid by You in the twelve (12) months preceding the first event giving rise to such liability.

8. Representations and Warranties

8.1 You acknowledge and agree that your use of the Software is at your sole risk. The Software is provided on an "as-is" and "as-available" basis, without any warranties of any kind. HRF expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

8.2 HRF does not warrant that the Software will be uninterrupted, timely, secure, error-free, or free from defects. Any materials, data, or content downloaded or obtained through the use of the Software are accessed at your own discretion and risk, and you shall be solely responsible for any damage to your computer system, mobile device, wireless device, or data resulting from such use or download.

8.3 No advice or information, whether oral or written, obtained by you from HRF, its employees, or representatives shall create any warranty not expressly stated in this Agreement.

9. Indemnification

9.1 You agree to indemnify and hold harmless HRF, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Software in violation of another party's rights, in violation of any law, in violations of any provisions of the Agreement, or any other claim related to your use of the Software, except where such use is authorized by HRF.

10. Data Storage

10.1 The location of the cloud facility from which you are served is stored on AWS in Singapore or / and in a location of AWS to be compliance with PDPA and GDPR laws.

10.2 The request to migrate your account may be initiated by you or HRF, to migrate your server data storage account to a different cloud facility in the event of any updates or legal requirements in the region/country at any point of time of which HRF shall advise you if the request to relocate the data storage may come with any additional fees.

11. Data Confidentiality and Privacy

11.1 HRF respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Software does not grant HRF the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for HRF’s commercial, marketing or any similar purpose.

11.2 But you grant HRF permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Software to you.

12. Termination

12.1 HRF may suspend your user account or temporarily disable access to whole or part of any Software in the event of any suspected illegal activity, extended periods of inactivity or become insolvent or bankruptcy of either party or requests by law enforcement or outstanding payments of subscription fees for more than 60 days or request of other government agencies.

12.2 Objections to suspension or disabling of user accounts should be made to ask@hrforte.com within thirty days of being notified about the suspension.

12.3 HRF may terminate a suspended or disabled user account after thirty days. HRF will also terminate your user account on your request.

12.4 In addition, HRF reserve the right to terminate your user account and deny the Software upon reasonable belief that you have violated the Agreement.

12.5 You have the right to terminate your user account if HRF breaches its obligations under this Agreement and in such event, you will be entitled to prorated refund of any prepaid fees.

12.6 Termination of user account will include denial of access to all Software, deletion of information in your user account such as your email address and password and deletion of all data in your user account.

13. Inactive Users or Accounts

13.1 HRF reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 60 days. In the event of such termination, all data associated with such user account will be deleted.

13.2 HRF will provide you prior notice of such termination and option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Software.

14. Modification and Enhancements

14.1 You will make no efforts to reverse engineer the Software or make any modifications or enhancements without HRF's express written consent.

15. Source Code

15.1 The Software and its Source Code form (the "Source Code"), and all relevant explanations and documentation of the Source Code (collectively, "Commentary") are the properties of the HRF and HRF is not obliged and not required to share nor provided to you.

16. API Integration

16.1 Integration of HRF and Octopro with Third Party Applications using Restful APIs provided by HRF requires technical skill. You understand that errors or defects in the integration may cause loss and corruption of data.

16.2 You must make sure that you use the services of technically skilled persons for the integration.

16.3 You agree that HRF is not liable for any loss and corruption of data caused due to errors or defects in the integration.

16.4 You must not try to access any functionality that is not exposed in the documentation for the APIs. You understand and agree that HRF will not be liable for the consequences of accessing or using any unexposed functionality of the API.

16.5 API integration to third party applications is subject to additional fees on case-by-case basis. HRF will assess, review your requirements to quote HRF’s fees for your agreement and approval before HRF proceed with any API integration.

17. White Label Software

17.1 For white labelling package subscription, HRF will customize the software with your branding elements, including the your logo, as agreed between the parties.

17.2 You agree not to remove or alter any trademarks, copyright notices, or other proprietary markings on the software. Even though the Software is customised with your branding, the ownership of the Software remains to HRF and all terms in this Agreement are valid for white labelling of the Software.

18. Training

18.1 The subscription fee includes training of your authorized users on the use and operation of the Software, including HRF online manuals.

18.2 Training will be provided virtually online using MS Teams, Zoom, Google Meet or any other video conferencing platforms that are convenient to all parties.

19. Software Maintenance

19.1 During the period of your active subscription, HRF shall promptly notify you of any defects, bugs or malfunctions in the Software.

19.2 HRF shall promptly correct any defects, bugs or malfunctions in the Software and provide you with upgraded cloud version(s), without additional charge.

19.3 HRF's obligation hereunder shall not affect any other liability which it may have to you.

20. Additional Support

20.1 During the period of your active subscription, HRF shall provide to you, without additional charge, all reasonably necessary telephone, email or written consultation and technical support requested by you in connection with its use and operation of the Software or any problems therewith.

20.2 Telephone consultation shall be requested and provided only during HRF's normal business hours (Monday to Friday, from 9AM to 5PM GMT+7) and (if any) you shall pay all long-distance telephone charges in connection therewith.

21. Software Customization Contract

21.1 During the term of this agreement and upon successful completion of every element in the acceptance testing procedure, you may request HRF to customize the Software to better suits the requirements of your business and demands of your clients.

21.2 HRF has the right to reject customization request(s) from you if HRF deemed the request may alter or change the fundamental of the system.

21.3 Customization requests maybe subject to additional fee from HRF as case-by-case basis.

22. Publicity and Marketing

22.1 HRF shall have the right to refer to the existence of this Agreement solely for advertising, websites or materials distributed to prospective customers, without the prior written consent of you.

23. Indemnity

23.1 You agree to indemnify and hold harmless HRF and its subsidiaries or affiliates under its control, and their directors, officers, employees and agents, against any and all losses, liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or related to any claim from your use or possession of the Software or Documentation, or the license granted hereunder, infringes or violates the copyright, trade secret or other proprietary right of any third party.

23.2 HRF shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that you give HRF prompt notice of any such claim of which it learns. No settlement which prevents you from continuing to use the Software System as provided herein shall be made without your prior written consent. In all events, you shall have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing.

24. Arbitration

24.1 The parties agree to submit any dispute under this License to binding arbitration in the following location Singapore under the rules of the Singapore International Arbitration Centre.

24.2 Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

25. Attorney Fees

25.1 If any legal action is necessary to enforce this subscription, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.

26. Notice

26.1 All notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if sent by certified mail, return receipt requested, to the parties at the respective addresses set forth above or to such other address as the party to receive the notice has designated by notice to the other party.

27. Governing Law

27.1 This Agreement shall be governed by and construed under the laws of Singapore.

28. Consent to Jurisdiction, Venue and Service

28.1 HRF consents and agrees that all legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting in Singapore, and HRF consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts.

28.2 Service of process in any such proceeding may be made by certified mail, return receipt requested, directed to the respective party at the address at which it is to receive notice as provided herein.

29. Severability

29.1 If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.

30. No Waiver

30.1 The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.

Personal Data Handling

31. Data Collection and Purpose: By using HRF Software as a Service (SaaS) platform, you consent to the collection and processing of your personal data as outlined in this agreement. HRF will only collect personal data necessary for the provision of HRF services and for purposes outlined in the privacy clause 11.

32. Data Processing and Storage: HRF will process and store your personal data securely, in compliance with the Personal Data Protection Act (PDPA) and other relevant data protection laws. Your data will be stored on secure servers and accessed only by authorized personnel for the purpose of providing our services to you.

33. Data Access and Control: You have the right to access, correct, or delete your personal data held by HRF. You can exercise these rights by contacting our Data Protection Officer (DPO) – dpo@hrforte.com or HRF support team – ask@hrforte.com, HRF will respond to your requests in accordance with the PDPA.

34. Data Security: HRF will take appropriate technical and organizational measures to ensure the security of your personal data, including protection against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

35. Data Sharing: HRF will not share your personal data with third parties except as necessary for the provision of HRF services, with your consent, or as required by law. HRF will enter into data processing agreements with any third parties to whom HRF disclose your data, ensuring they provide sufficient guarantees to implement appropriate technical and organizational measures.

36. Data Breach Notification: In the event of a data breach involving your personal data, HRF will notify you and the relevant authorities as required by law. HRF will also take all necessary measures to mitigate the impact of the breach and prevent recurrence.

37. Compliance with PDPA: HRF will comply with all obligations imposed on data controllers and data processors under the PDPA. This includes implementing necessary policies, procedures, and safeguards to ensure the protection of your personal data.

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