HR Forte Standard Terms and Conditions

Last updated: May 2026

1. Definitions

1.1 In this Agreement, unless the context requires otherwise, the following terms have the meanings set out below.

Term	Meaning
Affiliate	Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
Agreement	These Terms and Conditions, any Order Form, Subscription Plan, Statement of Work, HRF’s published Privacy Policy, HRF’s published Data Processing Addendum, Security Schedule, Acceptable Use Policy, Partnership Agreement, Service Level Agreement, Subprocessor List, and any policy or document incorporated by reference, each as updated from time to time in accordance with this Agreement.
AskGenie	HRF’s AI-powered assistant, chatbot, automation, recommendation, navigation, summarisation, and informational features made available within or through the Services.
Authorized User	Any employee, contractor, consultant, representative, service provider, or other person authorized by Subscriber to access or use the Services.
Customer Data	All data, content, records, documents, files, payroll information, HR information, employee information, personal data, business data, configuration data, and materials submitted to, uploaded to, generated through, stored in, or processed through the Services by or on behalf of Subscriber or its Authorized Users.
Data Protection Laws	All applicable privacy, security, data protection, data transfer, breach notification, and personal data laws, including where applicable the GDPR, UK GDPR, Singapore PDPA, and similar laws in jurisdictions where the Services are used.
Data Processing Addendum or DPA	HRF’s published Data Processing Addendum available at https://www.hrforte.com/hrf-gdpr-data-processing-addendum, or any separate signed data processing addendum entered into by the parties.
Documentation	User guides, help articles, manuals, onboarding materials, product instructions, technical guides, release notes, support materials, and other documentation made available by HRF.
Fees	Subscription fees, implementation fees, integration fees, customization fees, support fees, usage fees, professional service fees, and any other charges agreed in an Order Form, pricing schedule, or Statement of Work.
GDPR	Regulation (EU) 2016/679, also known as the General Data Protection Regulation.
HRF, we, us, or our	HR Forte Systems Pte. Ltd.
Order Form	Any quotation, proposal, subscription form, commercial schedule, online order, renewal document, or other ordering document accepted by HRF and Subscriber.
Personal Data	Any information relating to an identified or identifiable individual, and any equivalent term under applicable Data Protection Laws.
Services	The Software, AskGenie, support, hosting, maintenance, APIs, mobile apps, implementation, training, customization, integrations, add-ons, professional services, and related services provided by HRF.
Software	The HR Forte platform, mobile applications, web applications, APIs, modules, add-ons, interfaces, workflows, templates, technology, and related SaaS products provided by HRF.
Subscriber, Customer, you, or your	The legal entity or individual subscribing to, ordering, accessing, or using the Services.
Subscription Term	The active paid subscription period stated in the applicable Order Form or Subscription Plan, including any renewal period.
Third-Party Services	Third-party websites, applications, platforms, APIs, SaaS products, hosting services, infrastructure, payment gateways, messaging tools, analytics tools, AI tools, connectors, modules, add-ons, or other services that interoperate with, are integrated with, or are made available through the Services but are not owned or controlled by HRF.

2. Acceptance, Scope, and Order of Precedence

2.1 These Terms govern access to and use of the Services. By signing an Order Form, clicking to accept these Terms, creating an account, accessing the Services, paying an invoice, or allowing Authorized Users to use the Services, Subscriber accepts this Agreement.

2.2 The person accepting this Agreement on behalf of Subscriber represents that they have authority to bind Subscriber. If that person does not have such authority, they must not accept this Agreement or use the Services.

2.3 If documents conflict, the following order of precedence applies, unless a higher-ranking document expressly states otherwise:

Rank	Document
1	Signed Order Form
2	Statement of Work
3	Data Processing Addendum
4	Signed Privacy Agreement or signed data protection terms, if any
5	Security Schedule
6	Service Level Agreement, if applicable
7	These Terms
8	Published Privacy Policy, Acceptable Use Policy, Subprocessor List, Documentation, and other incorporated policies

2.4 HRF may provide different modules, add-ons, features, countries, payroll engines, integrations, support packages, or service levels depending on Subscriber’s subscription, configuration, jurisdiction, and Order Form.

3. Grant of Rights

3.1 Subject to payment of Fees and compliance with this Agreement, HRF grants Subscriber a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services for Subscriber’s internal business purposes.

3.2 Subscriber receives usage rights only. No ownership rights in the Services, Software, Documentation, technology, workflows, templates, models, know-how, or HRF materials are transferred to Subscriber.

3.3 Subscriber must not, and must not permit any person to:

(a) copy, modify, translate, adapt, reverse engineer, decompile, disassemble, or attempt to derive source code or underlying models from the Services;

(b) resell, rent, lease, sublicense, publish, distribute, or commercially exploit the Services unless expressly agreed in writing by HRF;

(d) bypass, disable, or interfere with security controls, technical restrictions, usage limits, authentication controls, or access controls;

(e) use unauthorized bots, scraping tools, crawlers, automated extraction tools, or unsupported APIs;

(f) access undocumented features, private APIs, or non-public interfaces without HRF’s written approval;

(g) perform penetration testing, vulnerability scanning, stress testing, load testing, or security assessments without HRF’s prior written approval;

(h) publish performance tests, benchmarking results, security findings, or comparative analyses of the Services without HRF’s prior written consent;

(i) use the Services for unlawful, harmful, fraudulent, infringing, abusive, or deceptive purposes; or

(j) use the Services in any way that may damage, disable, overburden, impair, or compromise the Services or HRF’s systems.

4. Subscription Term, Renewal, and Pricing

4.1 The Subscription Term begins on the date stated in the applicable Order Form, unless otherwise agreed in writing.

4.2 Unless otherwise stated in the Order Form, subscriptions renew automatically for successive equivalent terms unless either party gives at least thirty (30) days’ written notice of non-renewal before the renewal date.

4.3 HRF may revise pricing, packaging, module availability, usage limits, or service levels on renewal by giving prior written notice.

4.4 If Subscriber does not accept revised renewal pricing or package changes, Subscriber may terminate by giving notice before the renewal date. Continued use after renewal constitutes acceptance of the revised pricing or package.

4.5 HRF may introduce new modules, features, countries, add-ons, or Third-Party Services from time to time. Unless included in Subscriber’s Order Form or Subscription Plan, additional Fees may apply.

5. Fees, Billing, and Taxes

5.1 Subscriber shall pay all Fees stated in the applicable Order Form, Subscription Plan, pricing schedule, invoice, or Statement of Work.

5.2 Usage-based Fees may be calculated by active employees, records, entities, countries, modules enabled, transactions, storage, API usage, usage volume, support package, or other agreed metrics.

5.3 Unless otherwise agreed in writing, invoices are payable within five (5) days from the invoice date.

5.4 Late payments may incur reasonable administrative charges, suspension rights, reactivation charges, interest where lawful, and recovery costs, including reasonable legal and collection costs.

5.5 Fees are non-cancellable and non-refundable except as expressly stated in this Agreement or required by law.

5.6 Subscriber is responsible for all taxes, VAT, GST, withholding taxes, duties, levies, and similar charges, excluding taxes on HRF’s net income.

5.7 If withholding tax or similar deduction applies, Subscriber shall gross up payments so that HRF receives the full invoiced amount, unless otherwise agreed in writing.

5.8 Subscriber must raise any invoice dispute in good faith within ten (10) days of the invoice date. Undisputed amounts must be paid when due.

6. Free Trials, Beta Features, and Preview Features

6.1 HRF may offer free trials, beta features, preview tools, sandbox access, pilot access, or complimentary access at its discretion.

6.2 Such features may be incomplete, experimental, unavailable, inaccurate, changed, suspended, or withdrawn at any time.

6.3 Free trials, beta features, preview features, pilots, and complimentary features are provided “as is” and “as available” without warranties, service levels, support commitments, data retention commitments, or performance obligations.

6.4 Trial or beta data may be deleted unless converted to paid Services or exported before expiry.

6.5 Subscriber uses beta and preview features at its own risk and must not rely on them for production payroll, statutory filing, regulatory compliance, employment decisions, or other critical business processes unless HRF expressly confirms in writing that they are production-ready.

7. Customer Responsibilities

7.1 Subscriber is solely responsible for:

(a) the accuracy, quality, legality, completeness, and integrity of Customer Data;

(b) obtaining and maintaining all required notices, consents, authorizations, approvals, lawful bases, and permissions for Customer Data and use of the Services;

(d) secure password, credential, endpoint, device, and account management;

(e) all activities of Authorized Users;

(f) internal approvals, internal controls, payroll cut-off procedures, and review processes;

(g) compliance with employment, payroll, tax, immigration, social security, benefits, working-time, personal data, and local laws applicable to Subscriber;

(h) selecting, configuring, validating, and approving country settings, payroll rules, pay items, statutory parameters, employee classifications, tax settings, attendance rules, leave rules, claim rules, approval workflows, and integration settings;

(i) verifying all outputs, reports, calculations, alerts, workflows, recommendations, payslips, statutory reports, AI responses, filings, and exports before use or submission; and

(j) deciding whether to enable, configure, use, rely on, or discontinue any module, add-on, integration, Third-Party Service, or AI feature.

7.2 Subscriber shall promptly notify HRF of any suspected unauthorized access, misuse, compromise, data leakage, credential theft, or security issue affecting its account, Authorized Users, systems, or Customer Data.

7.3 Unless expressly agreed in a signed Statement of Work, HRF does not assume responsibility for payroll approval, tax filing, statutory submission, employment actions, HR decisions, immigration advice, benefits administration decisions, legal compliance decisions, or regulatory obligations of Subscriber.

7.4 Subscriber acknowledges that the Services are tools to support HR, payroll, time attendance, claims, leave, document, compliance, reporting, and workflow processes. The Services do not replace Subscriber’s own professional judgment, management responsibility, internal controls, or review obligations.

8. Administrators and Authorized Users

8.1 Subscriber may designate one or more administrators.

8.2 Administrators may manage users, permissions, modules, settings, configurations, integrations, approval workflows, and access to Customer Data.

8.3 Subscriber is fully responsible for administrator actions, omissions, delegated rights, approvals, configuration choices, access rights, and internal governance.

8.4 HRF may rely on administrator instructions, approvals, support requests, configuration decisions, and data submissions that HRF reasonably believes to be valid.

8.5 Subscriber shall ensure that Authorized Users comply with this Agreement and shall be responsible for any breach by Authorized Users.

9. Intellectual Property Rights

9.1 HRF and its licensors retain all rights, title, and interest in and to the Services, Software, AskGenie, Documentation, templates, workflows, APIs, interfaces, configurations, designs, reports, dashboards, know-how, methodologies, updates, enhancements, derivatives, models, algorithms, and underlying technology.

9.2 Subscriber retains rights in Customer Data.

9.3 Subscriber grants HRF a limited, worldwide, non-exclusive right to host, copy, process, transmit, display, store, back up, secure, analyse, and otherwise use Customer Data solely to provide, maintain, secure, support, troubleshoot, improve, and operate the Services, comply with law, prevent fraud or misuse, and exercise HRF’s rights under this Agreement.

9.4 HRF may use aggregated, anonymized, de-identified, or statistical data that does not identify Subscriber or any individual for analytics, benchmarking, security, product improvement, service improvement, operations, and business intelligence.

9.5 Subscriber shall not remove, obscure, or alter proprietary notices in the Services or Documentation.

9.6 If Subscriber provides feedback, suggestions, ideas, improvement requests, or recommendations, HRF may use them without restriction or obligation, provided HRF does not disclose Subscriber’s Confidential Information in doing so.

10. Confidentiality

10.1 Each party may receive Confidential Information from the other party.

10.2 The receiving party shall protect Confidential Information using at least reasonable care and no less than the care it uses for its own similar confidential information.

10.3 The receiving party shall use Confidential Information only for purposes of this Agreement and disclose it only to personnel, contractors, professional advisers, auditors, insurers, Affiliates, or service providers who have a need to know and are subject to suitable confidentiality obligations.

10.4 Confidential Information excludes information that:

(a) becomes public without breach of this Agreement;

(b) was lawfully known before disclosure;

(d) is lawfully obtained from a third party without confidentiality restrictions.

10.5 Where disclosure is required by law, regulation, court order, regulator, stock exchange, or government authority, the receiving party shall, where legally permitted, give prompt notice and reasonably cooperate to limit the disclosure.

10.6 HRF security documentation, audit reports, SOC reports, ISO certificates, penetration-test summaries, vulnerability information, architecture information, security questionnaires, technical documentation, product roadmaps, pricing, and non-public service information are HRF Confidential Information.

10.7 Confidentiality obligations survive termination for five (5) years. Trade secrets survive for as long as they remain legally protected.

11. Data Protection and Privacy

11.1 Each party shall comply with Data Protection Laws applicable to it.

11.2 Where HRF processes Personal Data on behalf of Subscriber, Subscriber acts as controller or equivalent organisation, and HRF acts as processor, data intermediary, or equivalent service provider, unless applicable law requires otherwise.

11.3 Where HRF processes Personal Data on behalf of Subscriber, HRF’s published Data Processing Addendum applies and is incorporated into this Agreement by reference. The DPA is available at https://www.hrforte.com/hrf-gdpr-data-processing-addendum and may be updated from time to time in accordance with Clause 33. If the parties sign a separate DPA, the signed DPA shall prevail over the published DPA to the extent of conflict.

11.4 Subscriber is responsible for ensuring that Customer Data may lawfully be collected, used, disclosed, transferred, uploaded, stored, and processed through the Services.

11.5 HRF may process limited account, billing, security, usage, support, contact, and business relationship data as an independent controller or equivalent organisation for HRF’s own legitimate business, security, legal, and administrative purposes, as further described in HRF’s Privacy Policy available at https://www.hrforte.com/privacy-policy. The Privacy Policy is incorporated by reference and may be updated from time to time in accordance with Clause 33.

11.6 HRF shall implement appropriate technical and organizational measures designed to protect Customer Data, as further described in the Security Schedule and, where Personal Data is processed on behalf of Subscriber, in the DPA.

11.7 HRF shall ensure that personnel authorized to process Personal Data are subject to confidentiality obligations.

11.8 HRF shall reasonably assist Subscriber with data subject requests and compliance obligations, subject to reasonable scope, technical feasibility, legal restrictions, and cost recovery where appropriate.

11.9 If HRF becomes aware of a confirmed Personal Data breach affecting Customer Data, HRF shall notify Subscriber without undue delay and, where feasible, within forty-eight (48) hours after confirmation. HRF shall provide reasonably available information and updates as they become available.

11.10 HRF may decline or suspend any instruction that HRF reasonably believes is unlawful, unsafe, technically infeasible, outside the scope of the Services, or inconsistent with this Agreement.

12. International Data Transfers

12.1 Customer Data may be hosted, stored, accessed, supported, or processed in Singapore or other jurisdictions used by HRF, its Affiliates, or its service providers.

12.2 Where regulated international transfers occur, HRF shall implement lawful transfer mechanisms where required, including contractual safeguards such as Standard Contractual Clauses, UK transfer addenda, data transfer agreements, equivalent safeguards, or other legally recognized mechanisms.

12.3 Subscriber authorizes HRF to transfer Customer Data as reasonably necessary to provide, secure, support, maintain, and improve the Services, subject to this Agreement and applicable Data Protection Laws.

12.4 Subscriber is responsible for ensuring that its own use of the Services, selection of hosting location where applicable, Authorized User access, integrations, and transfer instructions comply with applicable Data Protection Laws.

13. Security Measures

13.1 HRF shall maintain a written information security program designed to protect the confidentiality, integrity, and availability of Customer Data, taking into account the nature of the Services, the sensitivity of Customer Data, and commercially reasonable security practices.

13.2 HRF’s security measures may include, as applicable:

(a) role-based access controls;

(b) least privilege practices;

(d) encryption at rest where implemented for relevant systems;

(e) backups and restoration procedures;

(f) monitoring and logging;

(g) vulnerability management;

(h) patch management;

(i) incident response procedures;

(j) secure development and change management practices;

(k) vendor and subprocessor risk management;

(l) business continuity and disaster recovery measures; and

(m) employee confidentiality and security awareness measures.

13.3 Subscriber acknowledges that no system, network, software, or internet-connected environment can be guaranteed to be completely secure, uninterrupted, error-free, or immune from cyber risks.

13.4 Subscriber is responsible for its own security controls, including endpoint security, administrator access, user provisioning and deprovisioning, strong passwords, MFA where available, internal approval controls, network security, secure integrations, lawful configuration, and prompt removal of users who no longer require access.

13.5 HRF may provide security summaries, certifications, audit reports, penetration-test summaries, bridge letters, questionnaires, or other security evidence under confidentiality restrictions and subject to reasonable availability, legitimate need, and HRF’s security policies.

13.6 HRF does not represent that the Services are certified to ISO 27001, SOC 2, or any other standard unless HRF has expressly published or provided a valid certification, attestation, or report.

14. Subprocessors and Service Providers

14.1 Subscriber gives HRF general authorization to use Affiliates, contractors, vendors, infrastructure providers, support providers, AI service providers, analytics providers, communication providers, security vendors, and other subprocessors to provide, secure, support, maintain, and improve the Services.

14.2 HRF shall require subprocessors that process Personal Data on HRF’s behalf to maintain appropriate contractual, confidentiality, security, and data protection obligations.

14.3 HRF may publish or make available a list of material subprocessors. HRF may update that list from time to time.

14.4 Where required by applicable Data Protection Laws, HRF shall provide notice of material new subprocessors or replacement subprocessors. Subscriber may object on reasonable data protection grounds within the notice period stated by HRF. If HRF cannot reasonably address the objection, either party may terminate the affected Services without penalty, and HRF’s sole liability shall be to refund prepaid unused Fees for the affected Services.

14.5 HRF remains responsible for its subprocessors’ performance of obligations that HRF has delegated to them, subject to the limitations and exclusions in this Agreement.

15. Third-Party Services, Partner Modules, and Add-ons

15.1 The Services may include, interoperate with, connect to, or make available Third-Party Services, including third-party SaaS modules, partner modules, add-ons, APIs, payroll-related services, payment services, messaging services, AI services, analytics tools, hosting services, identity providers, document services, or other external systems.

15.2 Where HRF makes available a module, add-on, connector, or functionality that is provided by, powered by, integrated with, or dependent on a Third-Party Service, HRF will use reasonable efforts to notify Subscriber through an Order Form, product notice, Documentation, support communication, in-platform notice, or other reasonable channel.

15.3 Subscriber is solely responsible for deciding whether to enable, purchase, configure, access, use, rely on, or discontinue any Third-Party Service, partner module, add-on, connector, or integration.

15.4 Subscriber acknowledges that Third-Party Services may be subject to separate third-party terms, privacy notices, data processing terms, service levels, fees, support arrangements, usage limits, and security practices. Subscriber is responsible for reviewing and accepting those terms where applicable.

15.5 HRF does not own or control Third-Party Services and is not responsible for their acts, omissions, availability, accuracy, security, privacy practices, data handling, processing, service levels, support, errors, delays, outages, discontinuation, regulatory compliance, or changes in functionality.

15.6 HRF is not liable for any loss, claim, penalty, data loss, data disclosure, service interruption, compliance failure, payroll error, filing error, employment issue, tax exposure, or damages arising from or related to:

(a) Subscriber’s use of, reliance on, or inability to use any Third-Party Service;

(b) third-party outages, delays, errors, bugs, vulnerabilities, data incidents, or security events;

(d) Subscriber’s grant of permissions, credentials, access tokens, data access, or integration rights to a Third-Party Service;

(e) data transferred from the Services to a Third-Party Service at Subscriber’s request or through Subscriber’s configuration;

(f) third-party processing of data outside HRF’s control;

(g) Subscriber’s failure to review or comply with third-party terms, policies, or instructions; or

(h) Subscriber’s decisions, filings, payments, submissions, approvals, or actions taken based on Third-Party Services.

15.7 HRF may suspend, disable, limit, replace, or discontinue any Third-Party Service integration, partner module, add-on, or connector if HRF reasonably believes it is necessary to protect security, comply with law, respond to vendor changes, prevent misuse, avoid service disruption, or manage commercial or operational risk.

15.8 If a Third-Party Service becomes unavailable, changes materially, is discontinued, or no longer meets HRF’s security, legal, commercial, or operational requirements, HRF may modify or remove the affected integration or functionality. HRF will use reasonable efforts to provide notice where practicable.

15.9 Any remedies for Third-Party Services, if available, are limited to the remedies provided by the relevant third-party provider or expressly stated in the applicable Order Form. Unless expressly agreed in writing by HRF, Third-Party Services are excluded from HRF service levels, warranties, indemnities, and support commitments.

16. Availability, Support, and Maintenance

16.1 HRF will use commercially reasonable efforts to make the Services available, excluding scheduled maintenance, emergency maintenance, beta features, preview features, Third-Party Services, force majeure events, internet failures, cloud outages, customer systems, customer misconfiguration, integrations, and events beyond HRF’s reasonable control.

16.2 Standard support will be provided through HRF’s designated channels during published business hours unless otherwise agreed in an Order Form or Service Level Agreement.

16.3 HRF may deploy patches, fixes, updates, upgrades, interface changes, security changes, enhancements, or feature modifications from time to time.

16.4 HRF will use reasonable efforts to avoid materially reducing the core functionality or security of the Services during an active Subscription Term, except where necessary for security, legal compliance, vendor changes, Third-Party Services, product lifecycle management, or technical reasons.

16.5 If HRF provides a Service Level Agreement, any service credits stated in that Service Level Agreement shall be Subscriber’s sole and exclusive remedy for availability or service-level failures.

17. Integrations and APIs

17.1 APIs and integrations may require additional Fees, scoping, technical review, security review, or separate Statements of Work.

17.2 Subscriber is responsible for third-party applications, permissions, credentials, access tokens, configuration settings, data mappings, data fields, data transfers, and data access granted through integrations or APIs.

17.3 HRF is not liable for failures, breaches, delays, incorrect data, duplicate data, data corruption, data loss, synchronization issues, or errors caused by third-party systems, customer systems, unsupported configurations, or integrations outside HRF’s reasonable control.

17.4 Unauthorized use of undocumented APIs, unsupported integrations, private interfaces, or non-approved automation is prohibited.

17.5 HRF may limit, throttle, suspend, or disable API access to protect security, availability, performance, data integrity, or compliance.

18. AskGenie AI Assistant

18.1 AskGenie is an informational AI-powered feature within or connected to the Services.

18.2 AskGenie may provide general guidance, navigation help, workflow assistance, summaries, explanations, draft content, recommendations, and informational responses.

18.3 AskGenie does not provide and shall not be treated as providing:

(a) legal advice;

(b) tax advice;

(d) payroll certification;

(e) immigration advice;

(f) employment law advice;

(g) regulated professional advice;

(h) consulting services;

(i) fiduciary advice; or

(j) binding compliance determinations.

18.4 AskGenie responses may be incomplete, inaccurate, outdated, generic, simplified, jurisdictionally limited, unsuitable for Subscriber’s specific facts, or affected by errors in Customer Data, prompts, configurations, or third-party materials.

18.5 Subscriber must independently review, verify, approve, and validate all AskGenie outputs before use and must obtain advice from qualified professionals where appropriate.

18.6 Reliance on AskGenie is entirely at Subscriber’s own risk.

18.7 HRF shall not be liable for any loss, tax exposure, claim, penalty, employment dispute, compliance failure, filing error, payroll error, business decision, or damages arising from use of or reliance on AskGenie outputs.

18.8 HRF may modify, suspend, limit, retrain, update, replace, or discontinue AskGenie or any AI functionality at any time.

18.9 Subscriber must not submit unlawful content, secrets, credentials, unnecessary sensitive Personal Data, or unnecessary regulated data into AskGenie except where permitted by law, supported by the Services, and appropriate for the relevant workflow.

18.10 HRF will not use Customer Data to train third-party foundation models or general-purpose AI models unless Subscriber expressly agrees in writing. HRF may use Customer Data to provide AI-enabled functionality to Subscriber, operate the Services, monitor abuse, maintain security, troubleshoot issues, and improve service performance in accordance with this Agreement and applicable law.

18.11 AI service providers used to deliver AskGenie or AI-enabled functionality may be treated as subprocessors or Third-Party Services, depending on the relevant data flow and contractual structure.

19. Customization and Professional Services

19.1 Customization, migration, implementation, configuration, integration, consulting, training, project work, and other professional services may be governed by separate Statements of Work, assumptions, timelines, deliverables, dependencies, and Fees.

19.2 Subscriber shall provide timely information, access, decisions, approvals, data, test scenarios, resources, and cooperation reasonably required for HRF to perform professional services.

19.3 HRF is not responsible for delays, rework, errors, or additional costs caused by Subscriber’s delay, inaccurate data, changing requirements, missing approvals, third-party delays, or failure to meet dependencies.

19.4 Unless otherwise stated in a Statement of Work, deliverables are deemed accepted when delivered, used in production, or not rejected with specific written reasons within seven (7) days after delivery.

19.5 Any change in scope, assumptions, dependencies, timeline, deliverables, or requirements may require a written change request and additional Fees.

19.6 Unless expressly agreed otherwise, reusable developments, tools, know-how, scripts, templates, workflows, methodologies, and derivatives remain the property of HRF.

20. Publicity

20.1 HRF shall not use Subscriber’s name, logo, or trademark in public marketing materials without prior written consent.

20.2 Consent may be withdrawn prospectively in writing.

20.3 HRF may identify Subscriber internally, to professional advisers, auditors, investors, insurers, regulators, and service providers where reasonably required for business, legal, compliance, audit, or administrative purposes, subject to confidentiality obligations where appropriate.

21. Acceptable Use

21.1 Subscriber must use the Services lawfully, responsibly, and in accordance with this Agreement, Documentation, and any Acceptable Use Policy published or provided by HRF.

21.2 Subscriber must not upload, process, transmit, or store Customer Data or content that is unlawful, malicious, infringing, defamatory, discriminatory, harassing, abusive, fraudulent, deceptive, or harmful.

21.3 Subscriber must not use the Services to distribute malware, conduct phishing, compromise systems, violate privacy rights, send unlawful communications, perform unauthorized surveillance, or engage in unlawful employment, payroll, tax, immigration, or compliance practices.

21.4 Subscriber must not interfere with or disrupt the Services, HRF systems, other customers, Third-Party Services, networks, or security controls.

21.5 HRF may remove, disable, or restrict access to content or use that HRF reasonably believes violates this Agreement or creates legal, security, operational, or reputational risk.

22. Suspension Rights

22.1 HRF may suspend access to the Services in whole or in part where reasonably necessary to:

(a) protect platform security, availability, confidentiality, integrity, or performance;

(b) investigate suspected fraud, misuse, unlawful conduct, or breach of this Agreement;

(d) comply with law, regulator, court, government, or law enforcement requests;

(e) mitigate harm to HRF, Subscriber, Authorized Users, other customers, individuals, or third parties;

(f) address overdue undisputed Fees after notice;

(g) respond to cyber risk, data leakage risk, sanctions risk, or Third-Party Service risk;

(h) manage emergency maintenance, vendor incidents, or service integrity risks; or

(i) prevent use that may expose HRF to liability.

22.2 HRF will use reasonable efforts to minimize disruption and restore access when HRF determines that the issue has been resolved.

22.3 HRF shall not be liable for losses arising from a suspension made in good faith under this Agreement.

23. Termination

23.1 Either party may terminate this Agreement for material breach if the breach is not cured within thirty (30) days after written notice.

23.2 Either party may terminate if the other party becomes insolvent, enters liquidation, ceases business, becomes unable to pay debts when due, or becomes subject to similar proceedings.

23.3 Subscriber may terminate by non-renewal under Clause 4.

23.4 HRF may terminate immediately for unlawful use, serious security risk, repeated non-payment, sanctions risk, misuse of the Services, breach of acceptable use obligations, unauthorized access, infringement of HRF rights, or any act that may expose HRF to material legal, security, operational, or reputational risk.

23.5 Upon termination or expiry:

(a) access rights cease;

(b) outstanding Fees become immediately due;

(d) each party must return or destroy Confidential Information as required by this Agreement, subject to legal retention and backup exceptions; and

(e) data handling follows Clause 24 and the DPA.

23.6 Termination does not affect accrued rights, payment obligations, remedies, or clauses intended to survive.

24. Data Return and Deletion

24.1 Upon written request made within thirty (30) days after termination or expiry, HRF will make Customer Data available for export in a standard format where reasonably practicable.

24.2 Where HRF processes Personal Data as processor, Subscriber may request return or deletion of Personal Data in accordance with the DPA, subject to technical feasibility, legal retention, backup cycles, fraud prevention, dispute preservation, unpaid Fees where lawful, and HRF’s standard data retention processes.

24.3 After the retrieval period, HRF may delete Customer Data from active systems subject to backup cycles, legal obligations, fraud prevention, dispute preservation, technical retention schedules, and ordinary course deletion processes.

24.4 Backup archives may remain until overwritten or deleted in the ordinary course, provided they are protected from routine production use unless restoration is required for legal, security, continuity, or technical reasons.

24.5 HRF has no obligation to retain Customer Data after the applicable retrieval period unless required by law or expressly agreed in writing.

25. Warranties Disclaimer

25.1 HRF will use commercially reasonable skill and care in providing the Services.

25.2 Except as expressly stated in this Agreement, the Services, Software, AskGenie, Documentation, outputs, content, integrations, APIs, Third-Party Services, beta features, preview features, and related features are provided on an “as is” and “as available” basis.

25.3 To the maximum extent permitted by law, HRF disclaims all implied warranties, guarantees, representations, and conditions, including merchantability, fitness for a particular purpose, uninterrupted availability, accuracy, completeness, reliability, legality of Subscriber’s use, non-infringement, and error-free operation.

25.4 Subscriber acknowledges that laws, regulations, tax rules, payroll rules, employment requirements, immigration rules, and statutory practices may change and differ by jurisdiction. HRF does not warrant immediate reflection of every legal, regulatory, administrative, or market change in the Services.

25.5 HRF does not warrant that the Services will meet all of Subscriber’s requirements, achieve a particular outcome, prevent all errors, detect all compliance issues, or replace Subscriber’s own review and professional advice.

26. Customer Decisions and Verification

26.1 Subscriber is solely responsible for all decisions, actions, filings, calculations, approvals, payments, reports, HR actions, payroll actions, tax submissions, employment actions, immigration actions, benefits actions, statutory submissions, and compliance steps taken using or based on the Services.

26.2 Subscriber must independently verify outputs, reports, calculations, alerts, recommendations, AI responses, integrations, and exports before implementation, payment, filing, submission, or reliance.

26.3 HRF is not responsible for decisions made by Subscriber, Authorized Users, professional advisers, Third-Party Services, or third parties based on information generated, stored, processed, exported, or transmitted through the Services.

27. Limitation of Liability

27.1 To the maximum extent permitted by law, HRF shall not be liable for any indirect, incidental, consequential, punitive, special, exemplary, or similar damages, or any loss of profits, revenue, goodwill, opportunity, anticipated savings, data, business interruption, business reputation, or business value.

27.2 To the maximum extent permitted by law, HRF’s total aggregate liability arising out of or related to this Agreement shall not exceed the Fees paid by Subscriber to HRF for the affected Services in the twelve (12) months preceding the event giving rise to the claim.

27.3 For free trials, beta features, preview features, pilots, complimentary access, or unpaid features, HRF’s total aggregate liability shall not exceed USD 100.

27.4 Multiple claims do not increase the liability cap.

27.5 The liability cap applies whether claims are based on contract, tort, negligence, strict liability, statute, breach of duty, indemnity, or any other legal theory.

27.6 Nothing in this Agreement excludes liability that cannot legally be excluded.

27.7 Subscriber acknowledges that the Fees reflect the allocation of risk under this Agreement and that HRF would not provide the Services on the same terms without these limitations.

28. Indemnities

28.1 Subscriber shall indemnify, defend, and hold harmless HRF, its Affiliates, officers, directors, employees, contractors, and licensors against claims, losses, damages, penalties, costs, and expenses, including reasonable legal fees, arising from or related to:

(a) unlawful, inaccurate, incomplete, infringing, or unauthorized Customer Data;

(b) Subscriber’s or Authorized Users’ misuse of the Services;

(d) Subscriber’s failure to obtain required notices, consents, approvals, lawful bases, or authorizations;

(e) Subscriber’s configuration, instructions, approvals, filings, payroll decisions, tax decisions, employment actions, HR actions, or compliance decisions;

(f) unauthorized use caused by Subscriber or its Authorized Users;

(g) actions taken based on unverified outputs, AskGenie responses, reports, calculations, integrations, or Third-Party Services; or

(h) Subscriber’s use of Third-Party Services, partner modules, add-ons, or integrations.

28.2 HRF shall defend Subscriber against third-party claims that the unmodified Software directly infringes a third-party intellectual property right, provided Subscriber promptly notifies HRF, gives HRF control of the defence and settlement, and provides reasonable cooperation.

28.3 HRF has no obligation for claims arising from:

(a) Customer Data;

(b) Subscriber’s instructions, configurations, modifications, or misuse;

(d) use after HRF provides a non-infringing alternative or instructs Subscriber to stop use;

(e) beta, preview, trial, or complimentary features; or

(f) open-source software, third-party materials, or third-party services not owned by HRF.

28.4 If an infringement claim is made or likely, HRF may at its option:

(a) modify the affected Services;

(b) obtain continued rights;

(d) terminate the affected Services and refund prepaid unused Fees for the affected portion.

28.5 This Clause 28 states HRF’s sole liability and Subscriber’s exclusive remedy for intellectual property infringement claims.

29. Sanctions, Export Control, and Anti-Corruption

29.1 Subscriber represents that it and its Authorized Users are not prohibited from using the Services under applicable sanctions, export control, anti-terrorism, anti-money laundering, or similar laws.

29.2 Subscriber shall not use the Services in or for the benefit of any country, entity, person, or activity prohibited by applicable sanctions or export control laws.

29.3 Each party shall comply with applicable anti-bribery and anti-corruption laws in connection with this Agreement.

29.4 HRF may suspend or terminate access immediately if HRF reasonably believes continued service may breach sanctions, export control, anti-corruption, anti-money laundering, or similar laws.

30. Force Majeure

30.1 Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, epidemics, pandemics, war, terrorism, riots, labour disputes, utility failures, internet outages, cloud outages, cyberattacks, denial-of-service attacks, government action, changes in law, regulatory action, vendor failures, or Third-Party Service failures.

30.2 Payment obligations are not excused by force majeure, except to the extent payment systems are directly unavailable due to the force majeure event.

31. Governing Law and Dispute Resolution

31.1 This Agreement is governed by the laws of Singapore.

31.2 The parties shall first attempt to resolve disputes in good faith through senior management discussions.

31.3 Any dispute not resolved amicably shall be finally resolved by arbitration in Singapore under the rules of the Singapore International Arbitration Centre.

31.4 The arbitration shall be conducted in English.

31.5 Either party may seek urgent injunctive, equitable, or protective relief from a competent court.

32. Notices

32.1 Legal notices must be sent by email to designated legal contacts or by registered courier to the receiving party’s registered address.

32.2 Operational notices may be sent through the platform, support portal, in-platform notification, product notice, login pop-up, or normal business email.

32.3 Notices to HRF may be sent to the contact details stated in Clause 38, unless HRF designates another address.

33. Changes to Terms

33.1 HRF may update these Terms, the Privacy Policy, the DPA, the Security Schedule, the Acceptable Use Policy, the Subprocessor List, service notices, and other incorporated policies from time to time.

33.2 HRF may notify Subscriber of updates through the website, platform notice, email, support portal, in-system notification, or login pop-up. Where HRF uses a login pop-up or in-system notice, HRF may require Subscriber or Authorized Users to acknowledge, accept, or continue past the notice before accessing the Services.

33.3 Material adverse changes affecting Subscriber rights shall apply on renewal or after at least thirty (30) days’ prior notice, unless the change is required sooner by law, security necessity, regulator request, court order, vendor change, Third-Party Service change, or urgent operational need.

33.4 Continued use of the Services after the effective date of updated terms, policies, notices, Privacy Policy, or DPA constitutes acceptance of the updated version. If HRF requires click-through acceptance, acknowledgement, or acceptance through a login pop-up, such acceptance is binding on Subscriber.

33.5 If Subscriber objects to a material adverse change, Subscriber may stop using the affected Services and terminate at the end of the then-current Subscription Term, unless earlier termination is required by law or expressly allowed in the applicable Order Form.

33.6 Subscriber is responsible for ensuring that Authorized Users review and comply with updated terms, policies, notices, the Privacy Policy, and the DPA. HRF may keep electronic records of notices, login pop-ups, acknowledgement logs, acceptance logs, timestamps, user identifiers, IP addresses, and version history as evidence of notice, acknowledgement, and acceptance.

34. Assignment

34.1 Subscriber may not assign this Agreement without HRF’s prior written consent, except in connection with a merger or sale of substantially all assets, provided the assignee is not a competitor of HRF and is capable of performing Subscriber’s obligations.

34.2 HRF may assign this Agreement to an Affiliate or successor in connection with merger, acquisition, financing, restructuring, corporate reorganization, or sale of substantially all assets.

35. Entire Agreement and Miscellaneous

35.1 This Agreement is the entire agreement relating to its subject matter and supersedes prior or contemporaneous agreements on that subject matter.

35.2 No waiver is effective unless in writing. Failure to enforce a provision is not a waiver.

35.3 If any provision is unenforceable, the remaining provisions continue in effect.

35.4 Nothing in this Agreement creates a partnership, agency, employment relationship, fiduciary duty, franchise, or joint venture.

35.5 Headings are for convenience only and do not affect interpretation.

35.6 The words “including” and “includes” mean “including without limitation”.

35.7 This Agreement may be executed electronically and in counterparts where applicable.

36. Survival

36.1 Clauses that by their nature should survive termination shall survive, including clauses relating to payment, taxes, intellectual property, confidentiality, data protection, data return and deletion, warranty disclaimers, customer verification, limitation of liability, indemnities, dispute resolution, notices, and miscellaneous provisions.

37. Incorporated Legal Documents

37.1 The following legal documents are incorporated into this Agreement by reference and apply as updated from time to time in accordance with Clause 33.

Document	URL	Purpose
Privacy Policy	https://www.hrforte.com/privacy-policy	Explains how HRF collects, uses, discloses, stores, and protects personal data where HRF acts in its own capacity.
Data Processing Addendum	https://www.hrforte.com/hrf-gdpr-data-processing-addendum	Sets out the data processing terms that apply where HRF processes Personal Data on behalf of Subscriber.

37.2 HRF may update the above documents without amending these Terms, provided that updates are made in accordance with Clause 33.

37.3 Subscriber should review the linked documents regularly and whenever HRF provides notice of an update.

38. Contact Details

HR Forte Systems Pte. Ltd.
UEN: 201715194C
109 North Bridge Road, #07-22 Funan, Singapore 179097
Email and Support: ask@hrforte.com
Data Protection Officer: dpo@hrforte.com

Schedule 1: Security Schedule

1. Security Program

1.1 HRF shall maintain an information security program designed to protect Customer Data against unauthorized access, loss, misuse, alteration, and disclosure.

1.2 HRF’s security program may be updated from time to time to address changes in technology, threats, business operations, legal requirements, and service architecture.

2. Access Controls

2.1 HRF shall use role-based access controls and least privilege practices for personnel access to production systems where applicable.

2.2 HRF shall use reasonable authentication controls for administrative access.

2.3 Subscriber is responsible for user access, permissions, administrator rights, credential secrecy, and deprovisioning.

3. Encryption

3.1 HRF shall use encryption in transit for supported production communications.

3.2 HRF shall use encryption at rest where implemented for relevant production systems, databases, or storage environments.

4. Logging and Monitoring

4.1 HRF shall maintain reasonable logging and monitoring designed to support security, troubleshooting, incident detection, and service operations.

4.2 Logs may be retained according to HRF’s operational, legal, security, and technical retention practices.

5. Vulnerability and Patch Management

5.1 HRF shall maintain reasonable vulnerability management and patch management processes for systems within HRF’s control.

5.2 HRF may prioritize remediation based on risk, severity, exploitability, system exposure, and operational impact.

6. Backups and Resilience

6.1 HRF shall maintain backup or resilience processes appropriate to the Services.

6.2 Backups are intended for service continuity and disaster recovery, not as a substitute for Subscriber’s own export, archival, or legal retention responsibilities.

7. Incident Response

7.1 HRF shall maintain incident response procedures designed to identify, assess, contain, investigate, mitigate, and communicate security incidents.

7.2 HRF shall notify Subscriber of confirmed Personal Data breaches affecting Customer Data in accordance with the DPA.

8. Change Management

8.1 HRF shall maintain reasonable change management practices for material production changes.

8.2 HRF may make emergency changes to address security, legal, stability, vendor, or operational risks.

9. Vendor Risk Management

9.1 HRF shall use reasonable processes to assess and manage material vendors and subprocessors that support the Services.

9.2 HRF shall require appropriate contractual protections from vendors and subprocessors that process Customer Data on HRF’s behalf.

10. Security Evidence

10.1 HRF may provide available security evidence, audit reports, certifications, penetration-test summaries, or questionnaires to Subscriber under confidentiality restrictions and subject to legitimate need.

10.2 Subscriber must not disclose, publish, or use HRF security materials for any purpose other than assessing HRF as a service provider.

Schedule 2: Acceptable Use Policy

1. General Rule

1.1 Subscriber must use the Services in a lawful, secure, responsible, and professional manner.

2. Prohibited Conduct

2.1 Subscriber must not use the Services to:

(a) violate any law or third-party right;

(b) process unlawful, unauthorized, or excessive Personal Data;

(d) attempt unauthorized access to systems, data, accounts, or networks;

(e) interfere with service security, performance, integrity, or availability;

(f) scrape, mine, extract, or harvest data without authorization;

(g) conduct security testing without written approval;

(h) impersonate others or misrepresent identity or authority;

(i) upload content that is unlawful, infringing, defamatory, discriminatory, abusive, or harmful;

(j) use the Services to make unlawful employment, payroll, tax, immigration, or compliance decisions; or

(k) use AI features to generate unlawful, discriminatory, deceptive, or harmful outputs.

3. Enforcement

3.1 HRF may investigate suspected violations and may suspend, restrict, remove, or disable access where HRF reasonably believes enforcement is necessary.

3.2 Subscriber shall cooperate with HRF’s reasonable investigation of suspected misuse.

Schedule 3: Service Level Terms

1. Service Levels

1.1 Any uptime, support response, maintenance, or service credit commitments apply only if expressly stated in an Order Form or Service Level Agreement.

1.2 Service levels do not apply to free trials, beta features, preview features, Third-Party Services, customer systems, customer networks, integrations outside HRF’s control, scheduled maintenance, emergency maintenance, force majeure events, or misuse of the Services.

2. Sole Remedy

2.1 Where service credits are provided, they are Subscriber’s sole and exclusive remedy for failure to meet the applicable service level.

Schedule 4: Subprocessor and Third-Party Service Notice

1. Subprocessor List

1.1 HRF may publish or provide a list of material subprocessors and Third-Party Services used to provide, secure, support, maintain, or improve the Services.

1.2 The list may include categories such as hosting, infrastructure, support, communications, analytics, security, AI, document processing, identity, payment, and integration providers.

2. Updates

2.1 HRF may update the Subprocessor List from time to time.

2.2 Where required by law, HRF shall provide notice of material changes and an opportunity to object on reasonable data protection grounds.

3. No Disclosure of Sensitive Vendor Information

3.1 HRF is not required to disclose confidential vendor information, security-sensitive architecture details, commercially sensitive pricing, or information that may compromise security or confidentiality.

**** End of Terms and Conditions ****