1. Definitions

1.1 In this Agreement:

“Affiliate” means any entity controlling, controlled by, or under common control with a party.

“Agreement” means these Terms, any Order Form, Subscription Plan, Statement of Work, Data Processing Addendum, policies, and documents incorporated by reference.

“AskGenie” means HRF’s AI-powered assistant, chatbot, automation, recommendation, and informational features made available within the Services.

“Authorized User” means any employee, contractor, consultant, representative, or other person authorized by Subscriber to use the Services.

“Customer Data” means all data, content, records, documents, payroll information, employee information, personal data, and materials submitted to or processed through the Services by or on behalf of Subscriber.

“Data Protection Laws” means all applicable privacy, security, and data protection laws including, where relevant, GDPR, UK GDPR, PDPA, and similar laws.

“Documentation” means manuals, guides, help articles, onboarding materials, technical materials, and user instructions provided by HRF.

“Fees” means subscription fees, implementation fees, integration fees, customization fees, support fees, and any other agreed charges.

“GDPR” means Regulation (EU) 2016/679.

“HRF” / “We” / “Us” means HR Forte Systems Pte. Ltd.

“Order Form” means any quotation, proposal, subscription form, online order, or signed commercial schedule accepted by the parties.

“PDPA” means the Singapore Personal Data Protection Act 2012, as amended.

“Services” means the Software, AskGenie, support, hosting, maintenance, APIs, mobile apps, implementation, training, customization, and related services provided by HRF.

“Software” means the HR Forte platform, Octopro platform, mobile applications, web applications, APIs, modules, and related SaaS products.

“Subscriber” / “Customer” / “You” means the subscribing legal entity or individual.

“Subscription Term” means the active paid period for use of the Services.

2. Scope and Order of Precedence

2.1 This Agreement governs access to and use of the Services.

2.2 If documents conflict, the following order applies:

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 internal business purposes.

3.2 Subscriber receives usage rights only. No ownership rights are transferred.

3.3 Subscriber shall not:

4. Subscription Term, Renewal and Pricing

4.1 Subscription begins on the date stated in the applicable Order Form.

4.2 Unless otherwise stated, subscriptions renew automatically for successive equivalent terms unless either party gives at least thirty (30) days written notice before renewal.

4.3 HRF may revise pricing on renewal by prior written notice.

4.4 If Subscriber does not accept revised renewal pricing, Subscriber may terminate before the renewal date.

5. Fees, Billing and Taxes

5.1 Subscriber shall pay all Fees in the applicable Order Form or pricing schedule.

5.2 Usage-based Fees may be calculated by active employees, records, usage volume, modules enabled, or other agreed metrics.

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

5.4 Late payments may incur reasonable administrative charges, suspension rights, and recovery costs where lawful.

5.5 Fees are non-refundable except where expressly stated in this Agreement.

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 applies, Subscriber shall gross-up payments so HRF receives the invoiced amount unless otherwise agreed in writing.

6. Free Trials, Beta and Preview Features

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

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

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

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

7. Customer Responsibilities

7.1 Subscriber is solely responsible for:

7.2 Subscriber shall promptly notify HRF of any suspected unauthorized access, misuse, or security issue affecting its account.

7.3 Unless expressly agreed in a separate written services contract, HRF does not assume responsibility for payroll approval, tax filing, statutory submission, HR decisions, employment actions, or regulatory compliance obligations of Subscriber.

8. Administrators

8.1 Subscriber may designate one or more administrators.

8.2 Administrators may manage users, permissions, settings, and access to Customer Data.

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

8.4 HRF may rely on administrator instructions reasonably believed to be valid.

9. Intellectual Property Rights

9.1 HRF and its licensors retain all rights, title, and interest in the Services, Software, AskGenie, Documentation, templates, workflows, APIs, updates, enhancements, derivatives, and underlying technology.

9.2 Subscriber retains rights in Customer Data.

9.3 Subscriber grants HRF a limited right to host, copy, process, transmit, store, back up, and otherwise use Customer Data solely to provide, secure, maintain, support, and improve the Services and as permitted by law.

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

10. Confidentiality

10.1 Each party may receive confidential information from the other.

10.2 The receiving party shall:

10.3 Confidential information excludes information that:

10.4 Where disclosure is required by law, the receiving party shall, where legally permitted, give prompt notice.

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

11. Data Protection and Privacy

11.1 Where HRF processes personal data on behalf of Subscriber, Subscriber acts as controller and HRF acts as processor unless law requires otherwise.

11.2 HRF shall process personal data only:

11.3 HRF shall implement appropriate technical and organizational measures to protect personal data.

11.4 HRF shall ensure authorized personnel are bound by confidentiality obligations.

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

11.6 If HRF becomes aware of a confirmed personal data breach affecting Customer Data, HRF shall notify Subscriber without undue delay and provide reasonably available information.

11.7 Additional details may be set out in HRF’s Privacy Policy or Data Processing Addendum.

12. International Data Transfers

12.1 Customer Data may be hosted in Singapore or other jurisdictions used by HRF or its service providers.

12.2 Where regulated transfers occur, HRF shall implement lawful transfer mechanisms, including contractual safeguards such as Standard Contractual Clauses or equivalent measures where required.

13. Security Measures

13.1 HRF maintains a security program appropriate to the Services, which may include:

13.2 No environment can be guaranteed completely secure. Subscriber acknowledges inherent technology and cyber risks remain.

14. Subprocessors

14.1 Subscriber authorizes HRF to use Affiliates and third-party subprocessors including hosting, infrastructure, communication, support, analytics, and security vendors.

14.2 HRF shall require relevant subprocessors handling personal data to maintain appropriate contractual protections.

14.3 Material subprocessors may be disclosed in policies or upon reasonable request.

15. Availability, Support and Maintenance

15.1 HRF will use commercially reasonable efforts to make Services available, excluding scheduled maintenance, emergency maintenance, force majeure events, internet failures, third-party outages, and events beyond reasonable control.

15.2 Standard support will be provided through designated channels during published business hours unless otherwise agreed.

15.3 HRF may deploy patches, fixes, updates, upgrades, interface changes, or enhancements from time to time.

16. Integrations and APIs

16.1 APIs and integrations may require additional Fees, scoping, or separate statements of work.

16.2 Subscriber is responsible for third-party applications, permissions granted to them, and data transferred to them.

16.3 HRF is not liable for failures, breaches, delays, or data loss caused by third-party systems outside HRF’s control.

16.4 Unauthorized use of undocumented APIs or unsupported integrations is prohibited.

16A. AskGenie AI Assistant

16A.1 AskGenie is an informational AI-powered feature within the Services.

16A.2 AskGenie may provide general guidance, navigation help, workflow assistance, summaries, and informational responses.

16A.3 AskGenie does not provide and shall not be treated as providing:

16A.4 AskGenie responses may be incomplete, inaccurate, outdated, generic, simplified, jurisdictionally limited, or unsuitable for Subscriber’s specific facts.

16A.5 Subscriber must independently review and verify all AskGenie outputs and obtain advice from qualified third-party professionals before acting.

16A.6 Reliance on AskGenie is entirely at Subscriber’s own risk.

16A.7 HRF shall not be liable for any loss, tax exposure, claim, penalty, employment dispute, compliance failure, filing error, or damages arising from use of or reliance upon AskGenie outputs.

16A.8 HRF may modify, suspend, limit, retrain, or discontinue AskGenie or any AI functionality at any time.

16A.9 Subscriber shall not submit unlawful content or unnecessary sensitive data into AskGenie except where permitted by law and instructed by HRF.

17. Customization and Professional Services

17.1 Customization, migration, implementation, consulting, training, and project work may be governed by separate statements of work, timelines, assumptions, and Fees.

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

18. Publicity

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

18.2 Consent may be withdrawn prospectively in writing.

19. Suspension Rights

19.1 HRF may suspend access in whole or part where reasonably necessary to:

19.2 HRF will use reasonable efforts to minimize disruption and restore access when appropriate.

20. Termination

20.1 Either party may terminate for material breach not cured within thirty (30) days after written notice.

20.2 Either party may terminate if the other becomes insolvent, enters liquidation, ceases business, or is unable to pay debts when due.

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

20.4 HRF may terminate immediately for unlawful use, serious security risk, repeated non-payment, sanctions risk, or material misuse of the Services.

20.5 Upon termination:

21. Data Return and Deletion

21.1 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.

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

21.3 Backup archives may remain until overwritten in the ordinary course.

22. Warranties Disclaimer

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

22.2 Except as expressly stated, the Services, Software, AskGenie, Documentation, outputs, content, and related features are provided on an “as is” and “as available” basis.

22.3 To the maximum extent permitted by law, HRF disclaims all implied warranties, guarantees, and conditions including merchantability, fitness for a particular purpose, uninterrupted availability, accuracy, completeness, reliability, and non-infringement.

22.4 Subscriber acknowledges that laws and regulations may change and differ by jurisdiction. HRF does not warrant immediate reflection of every legal change in the Services.

23. Limitation of Liability

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

23.2 HRF’s total aggregate liability arising out of or related to this Agreement shall not exceed the Fees paid by Subscriber to HRF in the twelve (12) months preceding the event giving rise to the claim.

23.3 For free trials, beta services, or complimentary features, HRF’s total liability shall not exceed USD $100.

23.4 Multiple claims do not increase the liability cap.

23.5 Fees reflect the allocation of risk under this Agreement.

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

24. Customer Decisions and Verification

24.1 Subscriber is solely responsible for all decisions, actions, filings, calculations, payments, HR actions, tax submissions, employment actions, and compliance steps taken using the Services.

24.2 Subscriber must independently verify outputs, reports, calculations, alerts, recommendations, and AI responses before implementation.

24.3 HRF is not responsible for decisions made by Subscriber or third parties based on information generated through the Services.

25. Indemnities

25.1 Subscriber shall indemnify HRF against third-party claims arising from:

25.2 HRF shall defend claims that the unmodified Software directly infringes a third-party intellectual property right, provided Subscriber promptly notifies HRF and provides reasonable cooperation.

25.3 HRF may at its option:

26. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, epidemics, war, terrorism, labour disputes, utility failures, internet outages, cloud outages, cyberattacks, or governmental action.

27. Governing Law and Dispute Resolution

27.1 This Agreement is governed by the laws of Singapore.

27.2 Any dispute not resolved amicably shall be finally resolved by arbitration in Singapore under SIAC Rules.

27.3 Proceedings shall be in English.

27.4 Either party may seek urgent injunctive relief from a competent court.

28. Notices

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

28.2 Operational notices may be sent through the platform, support portal, or normal business email.

29. Changes to Terms

29.1 HRF may update these Terms from time to time.

29.2 Material adverse changes affecting Subscriber rights shall apply on renewal or after at least thirty (30) days prior notice unless required sooner by law or security necessity.

30. Miscellaneous

30.1 This Agreement is the entire agreement relating to its subject matter.

30.2 No waiver is effective unless in writing.

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

30.4 Subscriber may not assign this Agreement without HRF’s prior written consent, except in connection with merger or sale of substantially all assets.

30.5 HRF may assign this Agreement to an Affiliate or successor in connection with merger, acquisition, financing, or restructuring.

30.6 Nothing creates partnership, agency, employment, fiduciary duty, or joint venture.

31. Contact Details

HR Forte Systems Pte. Ltd.
Email and Support: ask@hrforte.com
DPO: dpo@hrforte.com

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