achievePayroll owns and operates the Site. The documents, information, and other content available on the Site, including any information made available to you during a demo of our platform (“Demo”), are collectively referred to as “Site Content.” The Site Content is protected by copyright laws throughout the world. achievePayroll grants you a limited, revocable license to access and use the Site and the Site Content and to reproduce portions of the Site Content for the sole purpose of reviewing the Site Content as an applicant for employment, a current or potential customer, a current or potential business partner, or a current or potential investor of achievePayroll. You are required to retain all copyright and other proprietary notices on any copies of the Site Content. Using the Site does not give you any ownership rights to the Site Content. 

Furthermore, nothing in these Terms of Use is to be construed as conferring to you any license or right under any patent, copyright, trademark, or other intellectual property right of achievePayroll or any third party. achievePayroll and its suppliers reserve all rights not granted in these Terms of Use.

You may not provide any content or use the Site in any way that violates any laws, infringes on anyone’s rights, is offensive, or interferes with the Site or any Site feature. Except as expressly provided above, you may not otherwise copy, display, download, distribute, modify, reproduce, republish, or retransmit any Site Content or any portion of the Site Content in any electronic medium or in hard copy, or create any derivative work based on such Site Content, without our express written permission. The Site and Site Content are for informational purposes only, and we do not make any recommendations on or via the Site; accordingly, you should not rely upon the Site or Site Content as the sole basis for any decision or action.

All trademarks, logos, and service marks (“Marks”) displayed on the Site are the property of Spry Limited or third parties. You are not permitted to use these Marks without the prior written permission of the owner of the Marks.

achievePayroll reserves the right to (i) modify the Site Content or (ii) modify, suspend, or discontinue the Site or any part of the Site (including, for example, any Demo) at any time with or without notice to you. You agree that achievePayroll will not be liable to you or any third party for any modification of the Site Content or any modification, suspension, or discontinuance of the Site.

All information, ideas, suggestions, or other communications you submit or provide to us will be non-confidential and non-proprietary (“Feedback”). Accordingly, do not submit or provide achievePayroll with any information you consider confidential or proprietary. Unless you and achievePayroll agree otherwise in a written agreement, achievePayroll will be entitled to use, disclose, or distribute any Feedback for any purpose whatsoever (including commercial purposes) without any obligation to you (monetary or otherwise).

The Site may enable you to submit emails, request a Demo, or provide certain content, data, or other information (“Content”) to achievePayroll. You can only post content if you own all the rights to the content or if the owner has given you permission. You do not transfer ownership of the content you provide, submit, or post; however, by doing so, you grant achievePayroll the irrevocable right to use, copy, modify, publish, perform, transmit, and display such content in accordance with these Terms of Use, and you waive any moral rights you may have in such content. achievePayroll will be free to use such content for any reason whatsoever.

Please review the Site’s Privacy Policy

achievePayroll does not make any warranties or promises regarding the Site or Site Content. Information on this Site may be incomplete or outdated when you visit it and may contain errors and inaccuracies. Moreover, we make no commitments regarding the Site’s functionality, availability, reliability, or ability to meet your needs. Therefore, achievePayroll provides the Site and Site Content “as is” and for your use at your own risk.

Some jurisdictions provide certain warranties, such as non-infringement, merchantability, and fitness for a particular purpose. To the extent permitted by law, achievePayroll disclaims all warranties, whether express, implied, or statutory, including all warranties listed above and any warranties of title, accuracy, and quiet enjoyment.

By using the Site, you agree to indemnify and hold the achievePayroll Parties harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising from your content or your violation of any applicable laws, rules, or regulations. If necessary, achievePayroll reserves the right to assume the exclusive defense and control of any matter requiring indemnification by you. In such an event, you will fully cooperate with achievePayroll in asserting any available defenses. These provisions will survive your access or use of the Site.

achievePayroll is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors;

(iii) any consequences or Claims directly or indirectly resulting from your delay in providing, or your failure to provide, achievePayroll with Information necessary for its provision of Services;

(iv) unauthorized third-party actions taken in your Account and any transactions, consequences, or Claims arising therefrom;

(v) Your negligence or any negligence of your Account Administrator or Authorized Representative;

(vi) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by you through reasonable efforts;

(vii) any circumstances or Claims arising out of or related to a Partner’s use of your Shared Information;

(viii) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or

(ix) Your failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow achievePayroll’s instructions with respect to the Services.

Neither achievePayroll nor any other party involved in creating, producing, or delivering the platform, services, or achievePayroll content will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or goodwill, service interruption, computer damage, or system failure, or the cost of substitute services arising out of or in connection with this terms of use or from the use of or inability to use the platform, services, or content, whether such damages are based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not achievePayroll has been informed of the possibility of such damages, even if a limited remedy set forth herein is found to have failed of its essential purpose, some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

In no event will achievePayroll’s total liability for any claims arising out of or in connection with this Terms of Use or from the use of or inability to use the platform, services, or content exceed the amounts you have paid to achievePayroll for use of the platform, services, or content in the six (6) month period immediately preceding the events giving rise to the applicable claim. The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between achievePayroll and you.

The Site can be accessed worldwide and may contain references to products and services that may not be available in your country. These references do not imply that achievePayroll intends to provide any product or service offerings in your country. We control and operate the Site, the site content, and our offerings from our country of origin in Ghana. achievePayroll makes no representations that the Site, the Site Content, and any of our offerings will be appropriate or available for use in foreign countries. Those who access or use the Site or the Site Content from other jurisdictions do so of their own volition and are responsible for compliance with all applicable laws.

We may change these Terms of Use from time to time for any reason. If we make any changes, we will revise the Last Updated date (found above) and post the new Terms of Use. (https://www.achievePayroll.com/help/)

We currently have various service offerings. If you subscribe to any such offerings, we may provide such services under a separate digitally or manually executed agreement. Such agreement may supersede these Terms of Use. These Terms of Use may also be superseded by expressly designated legal notices or terms located on particular pages of the Site.

These Terms of Use and any related actions will be governed and interpreted by and under the laws of Ghana, without regard to conflicts of laws, principles or rules. Venue for any dispute arising out of these Terms of Use will be the state courts located in Ghana, and each party (you and achievePayroll) consents to personal jurisdiction to such court(s) and also waive any right it may otherwise have to challenge the appropriateness of such forums.

Any waiver or failure to enforce any provision of these Terms of Use on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any particular provision of these Terms of Use is held invalid or unenforceable, that part will be modified to reflect the original intention of the parties, and the other parts will remain in full force and effect.

The Services and this Agreement will continue until either party terminates them. You may terminate the Services and this Agreement through your Account. achievePayroll may terminate the Services and this Agreement by giving you at least thirty (30) days’ prior written notice.

In addition to achievePayroll’s foregoing termination right, achievePayroll may immediately suspend or restrict your Account; suspend or limit your access to the Platform or any Services; block your ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to you, in the event that:

(i) achievePayroll has any reason to suspect or believe that you may be in violation of this Agreement;

(ii) achievePayroll determines that your actions are likely to cause legal liability for or material negative impact to achievePayroll;

(iii) achievePayroll believes that you have misrepresented any data or Information or that you have engaged in fraudulent or deceptive practices or illegal activities;

(iv) achievePayroll has determined that you are behind in payment of fees for the Services and you have not cured such non-payment within five (5) days of achievePayroll providing you with notice of the non-payment; or (v) You file a petition under the CORPORATE INSOLVENCY AND RESTRUCTURING ACT, 2020 (ACT 1015).

Furthermore, while achievePayroll strives to support a multitude of business and organization types, in certain unique situations, if achievePayroll cannot support the payroll-related filings for your business or organization type, achievePayroll may immediately terminate the Services and this Agreement upon written notice to you.

The termination of any of the Services or this Agreement will not affect your or achievePayroll’s rights with respect to transactions which occurred before termination. achievePayroll will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to achievePayroll’s termination of this Agreement.

Upon termination of any of the Service(s) and/or termination of this Agreement, your right to access and use such terminated Services(s) will automatically terminate; provided, however, that achievePayroll will generally continue to provide you with the ability to access your Account in a limited capacity with respect to such terminated Service(s) to view and download Information that was available in your Account at the time of termination of such Service(s) (the “Limited Access Rights”). While you have Limited Access Rights, you must use reasonable efforts to adequately secure, and keep confidential, any passwords or credentials for your Account, and any information accessible via your Account. achievePayroll may deny the Limited Access Rights to you, or achievePayroll may revoke the Limited Access Rights at any time, in its sole discretion, if it has any reason to believe that you may have at any time breached Section 23 of this Agreement.

The current payroll features as at the effective date of Terms of Use are free to use. However, Future services and features may be subject to the payment of a fee and Spry Limited reserves the right to charge fees for those features and/or service. achievePayroll reserves the right to change the fees for its Services from time to time. You will be notified of any change at least thirty (30) days before the pricing change goes into effect. If a proposed fee is not acceptable to you, you may discontinue the use of the Services as provided herein prior to the time when such fee introduction or change to this Terms of Use takes effect. Your continued use of the Services beyond the cancellation window constitutes your agreement to those changes.

To use the Platform, you must have an account with achievePayroll (an “Account”). You hereby authorize achievePayroll to obtain and store your Account Information as necessary to make the Platform available to you. You may use the Platform only if you are fifteen (15) years of age or older and is not barred from using the Services under applicable law.

You give achievePayroll permission to obtain, verify, and record information that identifies you when you create an Account, as the intended user of an Account, or accesses the Services. achievePayroll may ask for your name, address, date of birth, social security number, and other information to allow achievePayroll to identify you. achievePayroll may also ask to see your driver’s license or other identifying documents.

You consent to and authorize achievePayroll to obtain credit reports about your business, and to report adverse credit information about your business to others, including but not limited to the Internal Revenue Service and any applicable state taxing authorities. achievePayroll may, at its discretion, decline to offer the Services for any reason, including if the Services enrolment process is not satisfactorily completed, achievePayroll is unable to verify satisfactory credit of your business, and/or for other lawful business reasons.

Through the Platform, you will be able to elect to receive services from partners of achievePayroll (each such service, a “Third-Party Service,” and each such partner, a “Partner”). You are solely responsible for, and assumes all risk arising from, your election to receive and your receipt of any Third-Party Service.

achievePayroll is not responsible for Third- Party Services or any material, Information, or results made available through Third-Party Services. The applicable Partners may require you to agree to the terms and conditions or agreements with respect to their provision of the Third-Party Services to you.

If you elect to receive a Third-Party Service, you authorize achievePayroll to submit to the applicable Partner any and all documents and Information about you, your business and your business’ employees that are necessary for such Partner to provide the Third-Party Service to you, including, without limitation, your payroll information, bank account information, your employees’ bank account information, and any additional information, such as the personal Information of your employees, requested by such Partner that you have provided to achievePayroll in connection with this Terms of Use and your receipt of the Services (collectively, the “Shared Information”).

You are responsible for the accuracy of all Shared Information. You represent and warrant that you have all the rights in and to any Shared Information necessary to provide Shared Information to achievePayroll and for achievePayroll to provide it to Partners, and that achievePayroll’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. You agree that by electing to receive a Third-Party Service, and by consenting and authorizing achievePayroll to submit your Shared Information to a Partner, you have waived and released any Claim against achievePayroll and its directors, officers, and employees arising out of a Partner’s use of your Shared Information, even if that use is not authorized by the applicable agreement between you and the Partner.

The Platform and the Services may contain links to third-party websites or resources. achievePayroll provides these links not responsible for the content, products, or services on or available from those websites or resources or links displayed on such websites. You acknowledge its sole responsibility and assume all risk arising from your use of any third-party websites or resources.

“User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, Information, or other materials that are uploaded to, posted to, stored on, or created using the Platform. For the avoidance of doubt, any templates, documents, or materials that achievePayroll provides to you via the Services shall constitute the Site Content. achievePayroll does not claim any ownership rights in any User Content and nothing in this Terms of Use will be deemed to restrict any rights that you may have to use and exploit User Content. However, by making any User Content available through the Services, you hereby grant to achievePayroll a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services.

You are solely responsible for all User Content. You represent and warrant that you own all User Content, or you have all rights that are necessary to grant achievePayroll the license rights in User Content under this Terms of Use. User Content is subject to the provisions of Section 13, and achievePayroll has the right to remove User Content from the Platform.

You may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed, and copies of User Content may continue to exist on the platform. achievePayroll is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.

By adding your employees’ contact information to achievePayroll, you are consenting to allow achievePayroll to send marketing and promotional messages to your employees via Short Message Service (“SMS”) or email. These messages may include information about activity in your account, service updates, or requests for feedback about the Services and your interactions with achievePayroll’s Customer Care team. Please note that standard message and data rates may apply. In addition, achievePayroll is a subsidiary of the Petra Group of Companies, which may send direct marketing and promotional content through SMS and email. If you or your employees do not wish to receive any direct marketing or promotional content in the future, you may unsubscribe at any time or contact [email protected]

Moreover, achievePayroll will take steps to onboard your employees onto the Employee Self- Service (ESS) platform and offer products, repayable through payroll deductions. You will be responsible for making the deduction(s) and ensuring payments are made into the designated account assigned to each employee.

You agree not to take any of the following actions:

·      Post, upload, publish, submit, share, distribute, or transmit any User Content that:

(i) You lack the authority to post, upload, publish, submit, share, distribute, or transmit;

(ii) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy;

(iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

(iv) is fraudulent, false, misleading, or deceptive;

(v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive;

(vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group;

(vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity;

(viii) promotes illegal or harmful activities or substances; or

(ix)contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;

·        Use the Services other than as authorized in this Terms of Use;

·        Resell, sublicense, timeshare, or otherwise share the Services with any third party;

·        Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) achievePayroll Content or any individual element within the Site, Platform, or Services, including achievePayroll’s name and any achievePayroll trademark, logo, or other proprietary Information, in each case, without achievePayroll’s express prior written consent;

·        Access, tamper with, or use non-public areas of the Platform, Services, achievePayroll’s computer systems, or the technical delivery systems of achievePayroll’s providers;

·        Interfere or attempt to interfere with the proper working of the Platform or the Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services;

·        Take any action that imposes or may impose (as determined by achievePayroll in achievePayroll’s sole discretion) an unreasonable or disproportionately large load on achievePayroll’s (or Partners’) infrastructure;

·        Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;

·   Harvest or scrape any Content from the Platform or Services;

·        Attempt to probe, scan, or test the vulnerability of any achievePayroll system or network or breach any security or authentication measures;

·        Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by achievePayroll or any of achievePayroll’s providers or any other third party (including another user) to protect the Platform, Services, or Content;

·        Attempt to access or search the Platform, Services, or Content or download Content from the Platform or Services through the use of any engine, software, tools, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by achievePayroll or other generally available third-party web browsers;

·  Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;

·   Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services;

· Use any meta tags or other hidden text or metadata utilizing an achievePayroll trademark, logo, URL, or product name without achievePayroll’s express written consent;

·   Use the Platform, Services, or Content, or any portion thereof, (i) for any purpose other than your internal business purposes, or (ii) for the benefit of any third party or in any manner not permitted by this Terms of Use; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source- identifying Information;

·      Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Services, or Content;

·   Modify, translate, or otherwise create derivative works of any part of the Platform, Services, or Content other than your own User Content;

·     Interfere with, or attempt to interfere with, the access of any User, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform or Services;

·        Collect from or store on the Platform or Services any personally identifiable information or protected health information of other Users without their express permission; Impersonate or misrepresent your affiliation with any person or entity;

·        Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Services to directly or indirectly support any such practices or activities;

         ·        Encourage, assist, or enable any other individual to do any of the foregoing.

Although achievePayroll is not obligated to monitor access to or use of User Content or to review or edit any User Content, achievePayroll has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Terms of Use, and complying with applicable law or other legal requirements. achievePayroll reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if achievePayroll, at achievePayroll’s sole discretion, considers any User Content to be objectionable or in violation of this Terms of Use.

achievePayroll has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that achievePayroll believes could affect the Platform, Services, or Content, including violations of this Terms of Use. achievePayroll may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.

achievePayroll may provide an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time that you use the E-Sign Service, you are expressly (i) affirming that you are able to access and view the document (the “Document”) you are electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.

While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and you can choose to manually sign Documents if you prefer. If you would like to manually sign a Document, you should (i) inform the party that sent you the Document of your decision to manually sign such Document; (ii) make sure that you do not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for you to sign. Obtaining a physical, non-electronic copy of the Document is your sole responsibility, and achievePayroll has no responsibility or liability with respect to such matter.

achievePayroll has no responsibility or liability with respect to the content, validity, or enforceability of any Document, or is it responsible or liable for any matters or disputes arising from the Documents. achievePayroll makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures.

achievePayroll makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to you.

The Platform’s performance of actions initiated by you may irrevocably modify and/or delete User Content. YOU ACKNOWLEDGE AND AGREE THAT achievePayroll IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK.

achievePayroll is not responsible or liable for any delays or failures in performance from any cause beyond achievePayroll’s control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or omissions of third-party technology  providers,  riots,  fires,  earthquakes,  floods,  power  outages,  strikes,  weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or acts or omissions by you.