Last updated on July 2, 2021

Introduction

Hello and welcome to achievePayroll (the “Site”), we hope you enjoy learning about us and our various offerings. Please read these terms of use (“Terms of Use”, or “Agreement”) carefully because they are a binding agreement between you and Spry Limited, dba achievePayroll (achievePayroll, we, our or us). These Terms of Use apply to your use of the Site. You automatically agree to these Terms of Use and you acknowledge our Privacy Policy by using or accessing the Site. If you do not agree with these Terms of Use, do not access or use this Site.

1. Your Use of the Site

achievePayroll owns and operates the Site. The documents and other Information and content available on the Site, including, for example, any information made available to you during a demo of our platform (a “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. Further, 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 Sites 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.

2. Trademarks

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

3. Modification

achievePayroll reserves the right to (i) modify the Site Content or to (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 to any third party for any modification of the Site Content or any modification, suspension, or discontinuance of the Site.

4. Feedback

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).

5. User Submissions

The Site may enable you to submit emails, request a Demo or otherwise 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.

6. Privacy Policy

Please review the Site’s Privacy Policy

7. Third Party Links

The Site may contain links to websites that are owned and/or operated by third parties. Such websites are not under our control. We provide these links only as a convenience, and we do not review, approve, monitor, endorse, warrant, or make any representations with respect to such websites. We are not responsible for such websites’ content or for any link(s) they may contain.

8. Warranty Disclaimer

achievePayroll does not make any warranties or promises about the site or site content. For example, Information on this Site may not be current or complete when you visit the Site, and it may contain errors and inaccuracies. Additionally, we do not make any commitments of the Site’s functionality, availability, reliability, or ability to meet your needs. 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 we are 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.

9. Indemnification

You agree to indemnify and hold achievePayroll, its parent, subsidiaries, affiliates, officers, employees, agents, partners, and licensors (collectively, the “achievePayroll Parties”) harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your content or (b) your violation of any applicable laws, rules or regulations. achievePayroll reserves the right, at its own cost, to assume the exclusive defense and control of any matter requiring indemnification by you, in which event you will fully cooperate with achievePayroll in asserting any available defenses. You agree that the provisions in this section will survive your access or use of the Site.

10. Limitation of Liability

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.

11. International Site Visitors

The Site can be accessed worldwide and may contain references to products and services that may not 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.

12. Amendment(s)

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/)

13. Additional terms

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 will 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.

14. Governing Law; Venue

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.

15. General Provisions

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.

16. Term; Termination; Suspension

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.

17. Services Fees and Charges

The current payroll features as at the effective date of Terms of Use including but not limited to the pay run feature, custom payroll setup, managing employee information, generation of reports, email and SMS payslips, customization of payslips 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.

18. User Accounts

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.

19. User Verification

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 enrollment process is not satisfactorily completed, achievePayroll is unable to verify satisfactory credit of your business, and/or for other lawful business reasons.

20. Third-Party Services, Websites, and Resources

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.

21. Proprietary Rights

“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.

22. Consent to Receive SMS/Emails About Your Account

By providing your mobile phone number to achievePayroll, you agree that achievePayroll may send autodialed Short Message Service (“SMS”) or Emails about activity in your account and service updates, as well as SMS or Emails soliciting your feedback about the Services and your experience interacting with achievePayroll’s Customer Care team. Standard message and data rates may apply. You should note that achievePayroll is a subsidiary of the Petra Group of Companies. achievePayroll and any of the subsidiaries of the Petra Group of Companies may send direct marketing and promotional content through SMS and Emails. If you do not want to receive any direct marketing or promotional content in future, you can unsubscribe at any timeorcontact [email protected]

23. General Prohibitions

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.

24. achievePayroll’s Rights to Monitor User Content and Conduct

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.

25. E-Signatures

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.

26. achievePayroll Makes No Representations Regarding Platform Availability

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.

27. The Platform Can Cause Irrevocable Damage to User Content

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.

28. achievePayroll Is Not Responsible for Things achievePayroll Cannot Control

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.

Without limiting the generality of the foregoing or Section 8, the Platform and the Services rely on third-party technology and services, such as application programming interfaces, for Third-Party Services and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, your use of or access to the Platform and the Services. Likewise, achievePayroll cannot guarantee that any User Content hosted on a third-party server will remain secure.

28. Contact Information

If you have any questions about these Terms of Use, please contact us at:

Office Address.
113 Airport West, Dzorwulu,
Accra, Ghana
Email: [email protected]
Phone: 0242435037
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PLEASE READ THIS ACHIEVEPAYROLL AFFILIATE PROGRAM AGREEMENT CAREFULLY

THIS AFFILIATE PROGRAM AGREEMENT (“this Agreement”) is

Between

SPRY LIMITED, a limited liability company incorporated and existing under the laws of the Republic of Ghana and having its registered office at 47 Osu Badu Crescent, Airport West, Accra, in the Greater Accra Region of the Republic of Ghana (hereinafter referred to as “Spry”) of the one part;

and

YOU (an independent contractor) who agrees to introduce achievePayroll to your network of friends on the various campuses in exchange for commission (hereinafter referred to as “Affiliate”).

By signing up for the achievePayroll affiliate program, you are agreeing to this agreement.

In consideration of the mutual covenants and promises stated herein, the Parties hereby agree as follows:

DEFINITIONS:

“Affiliate Code” means the unique alphanumeric key Spry shall provide to the Affiliate to be used by an Affiliate Lead to request for a demo or prior to onboarding.

“Affiliate Lead” means a prospective client who expresses interest in using achievePayroll and requires to see a demo.

“achievePayroll” mean the cloud-based payroll and human resource management software for payroll processing developed and maintained by Spry limited.

”Client” means an organization that agrees and gets onboarded and uses the achievePayroll application for its payroll needs through the efforts of the affiliate.

“Day” unless indicated otherwise, all references to “days” shall mean calendar days.

“Employee” means a worker for a Client on the achievePayroll software 

Other capitalized terms shall have the meanings ascribed to them in the body of this Agreement.

 SPRY’S RESPONSIBILITIES

a. Spry shall provide the Affiliate with all information needed to market achievePayroll; question and answer documents, and marketing collateral documents.

b. Spry shall provide weekly updates of the number of Clients and Employees, who have been onboarded via the Affiliate’s unique Affiliate code and the total commission earned.

c. Spry shall make a payment of GHC500 in respect of a Client with an Employee strength of 35-99; GHC700 in respect of a Client with an Employee strength of 100-150, and GHC1,000 in respect of a Client with an Employee strength of 150 and above to the Affiliate if he/she refers a client to achievePayroll and that Client processes at least one payroll on the achievePayroll application.

d. Spry shall make payments of the commissions earned by the Affiliate by the 30th of every month.

AMBASSADOR’S RESPONSIBILITIES

a. The Ambassador agrees to promote, and market achievePayroll; to his/her network of friends/followers.

b. The Ambassador shall promote, and market achievePayroll using only information approved by achievePayroll. Any marketing material or advertising relating directly to the achievePayroll app and prepared by the ambassador shall be submitted to Spry (AchievePayroll) for approval before use.

c. The Ambassadors shall highlight the benefits, features, and share examples of use of the achievePayroll App to his/her friends/followers and encourage them to download, sign up and use the app.

d. The Ambassador shall share his affiliate code with his/her audience to cite during the demo or onboarding.

DURATION AND TERMINATION

This Agreement shall be effective as of March 1, 2022 and shall continue for 6 months.

This Agreement can be terminated by either party giving a one-week notice to the other Party

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of Ghana.

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