End-User License Agreement (EULA)

1. PARTIES

This End-User License Agreement (EULA) is between

YOU (the "End-User", "User", "Customer", "you", or "your"), being any individual or legal entity who downloads, accesses, subscribes to, or uses the software application and related services provided by Ha-shem Limited, and who agrees to be bound by these Terms and Conditions.

And

HA‑SHEM LTD. (the “Company,” “we,” “us,” or “our”) is a company duly incorporated under the laws of the Federal Republic of Nigeria, with its head office located at No. 9 Ibikunle Street, Off Herbert Macaulay Way, Yaba, Lagos. The Company is a software provider offering software applications and related services and is the owner of all intellectual property rights in the software application and its associated services.

2. BACKGROUND

HA-SHEM LTD. has developed and owns MyPayCheq, a proprietary cloud-based software application built on the Microsoft Power Platform to provide efficient payroll management, with all intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, and proprietary technologies, remaining the exclusive property of HA-SHEM LTD.
The provision of the software application involves the collection, processing, and storage of user personal data, requiring robust data protection measures and clear privacy obligations to ensure user rights are protected in accordance with applicable data protection regulations.
These Terms and Conditions establish the legal framework governing the relationship between HA-SHEM LTD. and users, including but not limited to service provision, user obligations, intellectual property protection, liability limitations, data protection compliance, and dispute resolution mechanisms.
The User acknowledges that access to and use of the software application is contingent upon acceptance of these Terms and Conditions, payment of applicable License fees, and compliance with all usage restrictions and obligations contained herein.

3. ACCEPTANCE AND AGREEMENT

By downloading, installing, accessing, or using the Service, you expressly agree to be bound by these Terms and all policies incorporated herein by reference, including our Privacy Policy. Your acceptance of these Terms creates a legally binding agreement between you and HA-SHEM LTD., enforceable under the laws of Nigeria. Electronic acceptance of these Terms through any of the following methods constitutes your binding agreement:

Clicking "I Accept," "I Agree," or similar acceptance buttons during account registration or software installation.
Creating a user account on our platform or through our software application.
Making payment of license fee or accessing any paid features of the Service.
Continuing to use the Service after being notified of changes to these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SERVICE AND MUST IMMEDIATELY CEASE ANY ONGOING USE.

4. DEFINITIONS

"Account" means the user account created by the User to access and use the Service, including all associated login credentials, profile information, and License details.
"Agreement" or "Terms" means these Terms and Conditions, as may be amended from time to time in accordance with the provisions herein.
"Applicable Data Protection Laws" means the General Data Protection Regulation (EU) 2016/679 (GDPR), the Nigerian Data Protection Act 2023 (NDPA), and any other applicable data protection and privacy laws that may apply to the processing of Personal Data under this Agreement.
"Company", "HA-SHEM LTD.", "we", "us", or "our" means HA-SHEM LTD., the software provider and owner of the Service and all related Intellectual Property Rights.
"Confidential Information" means any non-public, proprietary, or confidential information disclosed by either party, including but not limited to technical data, business information, software code, algorithms, user data, and any information marked or designated as confidential.
"Content" means any data, text, graphics, photographs, audio, video, software, or other materials uploaded, submitted, or transmitted by Users through the Service.
"Data Subject" means an identified or identifiable natural person to whom Personal Data relates, as defined under Applicable Data Protection Laws.
"Effective Date" means the date on which the User first accepts these Terms or begins using the Service, whichever occurs first.
"Force Majeure Event" means any circumstance beyond the reasonable control of a party, including but not limited to acts of God, natural disasters, war, terrorism, cyber-attacks, government actions, or other unforeseeable events that prevent performance of obligations under this Agreement.
"Intellectual Property Rights" means all intellectual property rights including but not limited to Copyrights, patents, trade secrets, proprietary technologies, software code, algorithms, trademarks, service marks, and any other intellectual property rights, whether registered or unregistered.
"Processing" means any operation performed on Personal Data, including collection, recording, organisation, structuring, storage, adaptation, retrieval, consultation, use, disclosure, transmission, dissemination, or destruction.
"Service" means the software application, platform, and all related services, features, content, and functionality provided by HA-SHEM LTD. through any medium or device.
"License" means the paid service plan selected by the User that grants access to specific features and functionality of the Service for a defined period.
"License Fee" means the recurring payment required to maintain access to the Service.
"Termination Date" means the date on which this Agreement terminates in accordance with the termination provisions herein.
"User", "Customer", "you", or "your" means any individual or legal entity who accesses, uses, or subscribes to the Service and agrees to be bound by these Terms.
"User Content" means any Content uploaded, submitted, created, or transmitted by Users through the Service.
"Vulnerability" means any weakness in the Service that could be exploited to compromise security, functionality, or data integrity.

5. USER REPRESENTATION AND WARRANT

You represent and warrant that:

You have the legal capacity and authority to enter into this Agreement.
Your acceptance and performance of obligations under these Terms will not violate any other agreement to which you are a party.
All information provided during registration is accurate, complete, and current.
Electronic records of your acceptance, including timestamps, IP addresses, and user identification, shall constitute sufficient evidence of your agreement to these Terms.
These Terms remain in effect for the duration of your use of the Service and survival clauses shall continue beyond termination as specified herein.

6. SERVICE DESCRIPTION

Service Overview

The Service consists of a proprietary software application developed and operated by HA-SHEM LTD., delivered through a License-based model that provides users with access to software functionality, features, and related services as described in these Terms.

Software Application Features

The software application provides users with the following core functionalities:

Payroll Management System
Access to the primary software interface and user dashboard;
Data processing and management capabilities;
User account management and profile customization features;
Technical support and customer service access during Licensed period;
Regular software updates and security patches as determined by HA-SHEM LTD. in its sole discretion

Scheduled Maintenance

HA-SHEM LTD. reserves the right to perform scheduled maintenance on the Service with at least 48 hours advance notice to users, during which Service availability may be temporarily interrupted.

Service Modifications

HA-SHEM LTD. may modify, update, or discontinue any aspect of the Service, including features and functionality, at any time with reasonable notice to users, provided that such modifications do not materially diminish the core functionality for which users have paid subscription fees.

Third-Party Integrations

The Service may include integrations with third-party applications and services, which are subject to the terms and conditions of such third parties and are provided "as is" without warranty from HA-SHEM LTD.

7. SUBSCRIPTION TERMS AND PAYMENT

Subscription Plans and Pricing

The Service is offered upon payment of the license fee as detailed on HA-SHEM LTD.'s website, application interface or Azure Market place.

License Fee is stated in the currency specified at the time of subscription and are subject to applicable taxes, duties, and charges imposed by relevant authorities.

HA-SHEM LTD. reserves the right to modify License fee, with changes applying to subsequent billing cycles unless the User terminates this Agreement before the effective date.

Billing Cycles and Payment Terms

License Fees are billed in advance on a (monthly, quarterly, or annually) recurring basis commencing on the Effective Date of the subscription.

Payment is due immediately upon receipt of invoice or billing notification, and continued access to the Service is contingent upon timely payment of all outstanding amounts.

Users are responsible for providing accurate and current payment information and must promptly update payment details when changes occur.

Payment Methods

HA-SHEM LTD. accepts payment through credit cards, debit cards, bank transfers, and other payment methods as specified on the platform at the time of subscription.

By providing payment information, Users authorize HA-SHEM LTD. and its payment processors to charge the specified payment method for all applicable fees and charges.

Users acknowledge that payment processing may be handled by third-party payment processors subject to their respective terms and privacy policies.

Automatic Renewal

License subscriptions automatically renew for successive periods equal to the original subscription term unless cancelled by the User at least twenty-four (24) hours before the current billing period expires.

HA-SHEM LTD. will send renewal notifications at least seven (7) days before the automatic renewal date to the email address associated with the User's Account.

Users may disable automatic renewal through their Account settings or by contacting HA-SHEM LTD.'s customer support.

Refund Policy

License Fees are generally non-refundable except as expressly provided in these Terms or as required by Applicable Data Protection Laws.

Users may request a full refund within fourteen (14) days of initial subscription purchase, provided the Service has not been substantially used during this period.

Refunds, when applicable, will be processed within thirty (30) days of approval and credited to the original payment method used for the transaction.

Payment Failure and Consequences

If payment fails or is declined, HA-SHEM LTD. will attempt to process payment up to three (3) times over a period of ten (10) days following the original payment due date.

Upon payment failure, HA-SHEM LTD. may immediately restrict or suspend access to the Service until payment is successfully processed.

If payment remains unsuccessful after the retry period, HA-SHEM LTD. may terminate the subscription and permanently delete the User's Account and associated data after providing seven (7) days' written notice.

Users remain liable for all outstanding amounts plus any applicable late fees or administrative charges incurred due to payment failures.

8. AGE RESTRICTIONS AND ELIGIBILITY

Minimum Age Requirements

You must be at least 13 years of age to use the Service. Users under the age of 18 must obtain verifiable parental or guardian consent before creating an Account or using the Service.

Parental Consent for Minors

If you are under 18 years of age but at least 13 years of age, you may only use the Service with the explicit consent of your parent or legal guardian.

By using the Service as a minor, you represent and warrant that your parent or legal guardian has reviewed and agreed to these Terms on your behalf and consents to your use of the Service.

HA-SHEM LTD. reserves the right to request proof of parental consent at any time and may suspend or terminate your Account if such consent cannot be verified.

9. INTELLECTUAL PROPERTY RIGHTS

Ownership of Service and Software. The Service, including the software application, all related technology, algorithms, source code, object code, documentation, and any updates, modifications, or enhancements thereto, are and shall remain the exclusive property of HA-SHEM LTD.
Intellectual Property Rights. HA-SHEM LTD. owns or has lawfully licensed all Intellectual Property Rights in and to the Service, including but not limited to copyrights, trademarks, trade secrets, patents, database rights, and proprietary technologies.
Trademarks and Branding. The HA-SHEM LTD. name, logo, and all related trademarks, service marks, trade names, and distinctive brand elements are the exclusive property of HA-SHEM LTD. and may not be used by User without prior written consent.
License Grant to User. Subject to these Terms, HA-SHEM LTD. grants User a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for User's personal or internal business purposes during the Subscription period.
License Restrictions. User shall not:

copy, modify, adapt, translate, or create derivative works based on the Service;
reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service;
sublicense, rent, lease, distribute, or otherwise transfer rights in the Service to third parties;
remove, alter, or obscure any proprietary notices, labels, or marks on the Service.
use the Service to engage in any illegal, harmful, or fraudulent activities under any applicable law or regulation.
use the Service to transmit, store, or distribute malicious software, viruses, or any harmful code.
attempt to gain unauthorized access to HA-SHEM LTD.'s systems, networks, or other users' accounts.
use the Service to harass, abuse, stalk, threaten, or violate the privacy rights of others.
use automated systems, bots, or scripts to access the Service without HA-SHEM LTD.'s prior written consent.
interfere with or disrupt the Service's operation or impose unreasonable loads on HA-SHEM LTD.'s infrastructure.
Feedback and Suggestions. Any feedback, suggestions, or ideas provided by User regarding the Service shall become the property of HA-SHEM LTD. and may be used without compensation or attribution.
Third Party Rights. User acknowledges that the Service may contain third-party components subject to separate license terms, which are incorporated herein by reference.
Infringement Claims. User shall immediately notify HA-SHEM LTD. of any suspected infringement of HA-SHEM LTD.'s Intellectual Property Rights and shall cooperate in any enforcement actions.

10. PRIVACY AND DATA PROTECTION

Privacy Policy Incorporation

HA-SHEM LTD. is committed to compliance with all Applicable Data Protection Laws, including but not limited to the Nigerian Data Protection Act 2023 (NDPA), including guidelines made pursuant to the NDPA 2023 and the European Union General Data Protection Regulation (GDPR) 2016/679.s

HA-SHEM LTD.'s collection, use, processing, and protection of Personal Data is governed by our Privacy Policy, which is incorporated by reference into these Terms of Use and forms an integral part of this Agreement. Click here to view the Privacy policy.

11. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

DISCLAIMER OF WARRANTIES

HA-SHEM LTD. expressly disclaims all warranties, representations, and conditions, including but not limited to:

implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
warranties that the Service will be uninterrupted, error-free, secure, or free from viruses or other harmful components;
warranties regarding the accuracy, reliability, completeness, or timeliness of any information or content provided through the Service;
warranties that the Service will meet your specific requirements or expectations;
warranties arising from course of dealing, course of performance, or usage of trade.
- NO GUARANTEE OF AVAILABILITY

HA-SHEM LTD. does not warrant that the Service will be available at all times or that access will be uninterrupted or error-free.

THIRD-PARTY COMPONENTS

The Service may incorporate third-party software, services, or content, and HA-SHEM LTD. disclaims all warranties with respect to such third-party components.

LIMITATION OF SERVICE GUARANTEES

Any service level agreements, uptime guarantees, or performance metrics referenced in these Terms or elsewhere are aspirational targets only and do not constitute binding warranties or guarantees.

USER RESPONSIBILITY

You acknowledge that your use of the Service is at your sole risk and that you are responsible for determining whether the Service is suitable for your intended purposes.

COMPLIANCE WITH APPLICABLE LAW

This disclaimer is subject to any mandatory warranties or guarantees that cannot be excluded under applicable Nigerian law or European Union law, which shall remain in full force and effect to the minimum extent required by law.

12. LIMITATION OF LIABILITY

Total Liability Cap. HA-SHEM LTD.'s total aggregate liability to you for all claims arising out of or relating to these Terms or the Service, whether in contract, tort, or otherwise, shall not exceed the total amount of License Fees paid by you to HA-SHEM LTD. in the twelve (12) months immediately preceding the event giving rise to the claim.
Exclusion of Consequential Damages. In no event shall HA-SHEM LTD. be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of use, loss of goodwill, or business interruption, however caused and regardless of the theory of liability, even if HA-SHEM LTD. has been advised of the possibility of such damages.
User Acknowledgment. You acknowledge that you have read and understood the limitations of liability set forth in this section and agree that such limitations are reasonable and necessary for the provision of the Service at the agreed Subscription Fees.

13. INDEMNIFICATION

General Indemnification Obligation. You agree to defend, indemnify, and hold harmless HA-SHEM LTD., its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party.
Third Party Claims. You shall indemnify HA-SHEM LTD. against any third-party claims, actions, or demands alleging that your use of the Service or your User Content infringes or misappropriates the intellectual property rights of any third party or violates applicable law.
Data Protection Violations. You agree to indemnify HA-SHEM LTD. for any fines, penalties, or damages resulting from your violation of applicable data protection laws, including but not limited to the GDPR and NDPA, where such violation occurs through your misuse of the Service or failure to comply with your data protection obligations under these Terms.
Breach of Security. You shall indemnify HA-SHEM LTD. for any losses, damages, or costs arising from any unauthorized access to the Service through your account due to your failure to maintain the security of your login credentials or your violation of security protocols.
Cooperation. You agree to reasonably cooperate with HA-SHEM LTD. in the defense of any claim subject to indemnification, including providing access to relevant information and witnesses.
Survival. The indemnification obligations set forth in this Section shall survive termination of these Terms and continue for a period of three (3) years following such termination.

14. TERMINATION

Termination by User

You may terminate your License or/and this Agreement at any time by providing written notice to HA-SHEM LTD. through your Account settings or by contacting our customer support. Termination by User shall be effective at the end of the current billing cycle, and no refunds shall be provided for unused portions of prepaid License Fees unless otherwise required by Applicable Laws.

Termination by HA-SHEM LTD.

HA-SHEM LTD. may terminate this Agreement immediately if you breach any material term of this Agreement, including but not limited to violations of the Acceptable Use Policy or failure to pay License Fees. HA-SHEM LTD. may terminate this Agreement with thirty (30) days' written notice for any reason, including discontinuation of the Service. HA-SHEM LTD. may suspend your access to the Service immediately without notice if your conduct poses a security risk to the Service or other users.

Effect of Termination

Upon termination, your right to access and use the Service shall cease immediately. All License Fees paid prior to termination are non-refundable except as required by applicable consumer protection laws or Applicable Data Protection Laws.

Termination shall not affect any rights or obligations that accrued prior to the Termination Date.

Post-Termination Obligations

Upon termination, you shall cease all use of the Service and delete any downloaded software or materials from your devices. All obligations relating to Confidential Information, Intellectual Property Rights, indemnification, and limitation of liability shall survive termination. You remain liable for all charges incurred prior to termination and any breach of this Agreement that occurred during the term.

15. AMENDMENTS AND MODIFICATIONS

HA-SHEM LTD. reserves the right to amend, modify, or update these Terms at any time in its sole discretion to reflect changes in applicable law, business practices, service features, or operational requirements.
Material changes to these Terms will be communicated to Users through at least one of the following methods:
Email notification to the registered email address associated with the User's Account;
Prominent notice displayed within the Service interface upon User login;
Push notification through the software application; or
Publication on HA-SHEM LTD.'s official website.
Users will receive thirty (30) days advance notice for material changes that adversely affect User rights, increase User obligations, or modify subscription terms, pricing, or data processing practices.
Non-material changes, including corrections of typographical errors, clarifications of existing provisions, or updates to contact information, may be implemented immediately without prior notice.
Upon notification of any amendments, Users may:

Continue using the Service, which constitutes acceptance of the modified Terms;
Reject the amendments by terminating their Subscription in accordance with Section 14 before the effective date of the changes; or

Contact HA-SHEM LTD. to discuss concerns regarding specific amendments.

If a User continues to access or use the Service after the effective date of any amendments, such continued use constitutes binding acceptance of the modified Terms.

16. GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles.
Where applicable, the provisions of the General Data Protection Regulation (GDPR), shall apply to the extent required for the protection of data subjects within the European Union and the European Economic Area.
The User hereby irrevocably submits to the exclusive jurisdiction of the Federal High Court of Nigeria for the resolution of any disputes arising out of or in connection with these Terms and Conditions.

17. DISPUTE RESOLUTION

Any dispute, difference, question or conflict arising out of or in connection with this Agreement or howsoever between the parties hereto including questions as to the validity or otherwise of this Terms of Use shall be amicably resolved between the parties.
If any or all parts of the dispute arising out of or in connection with this Terms of Use are not resolved by informal negotiation between parties within 30 days (or any mutually agreed extension of time) from the first meeting between the representatives of the parties, the dispute shall be referred to the Lagos Multi-Door Courthouse (LMDC) for Arbitration. Each party shall appoint one arbitrator and both arbitrators shall appoint the third arbitrator who shall preside on the Arbitration panel in accordance with the provisions of the Arbitration and Conciliation Act 2023, Laws of the Federal Republic of Nigeria, which provisions are deemed to be incorporated by reference into this clause.
The decision of the arbitrators shall be final and binding on the parties. The venue of the arbitration shall be Lagos State Multi-Door Court House and shall be conducted in English language.
Notwithstanding the foregoing dispute resolution procedures, either Party may seek interim or injunctive relief from a court of competent jurisdiction to preserve the status quo or prevent irreparable harm pending resolution of the Dispute.
The competent Court of Jurisdiction shall be the Lagos State High Court.
The parties agree that any dispute resolution proceedings shall be conducted on an individual basis only and not as part of any class, collective, or representative action. Neither party may serve as a class representative or participate as a member of a class with respect to any dispute covered by this Agreement.

18. FORCE MAJEURE

For the purposes of this Agreement, a Force Majeure Event means any circumstance beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, epidemics, pandemics, wars, terrorism, civil unrest, government actions, regulatory changes, strikes, labor disputes, cyber attacks on critical infrastructure, prolonged power outages, and failures of internet backbone providers.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay results from a Force Majeure Event, provided that the affected party has complied with the notification and mitigation requirements set forth in this section.
The party affected by a Force Majeure Event shall promptly notify the other party in writing of the occurrence of such event within five (5) business days of becoming aware of the event.

The notification under clause 21.3 shall include:
a detailed description of the Force Majeure Event;
the expected duration of the event and its impact on the party's obligations;
the specific obligations that are affected; and
the measures being taken to mitigate the effects of the event.
The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable.

If a Force Majeure Event continues for a period exceeding ninety (90) consecutive days, either party may terminate this Agreement by giving thirty (30) days written notice to the other party.
Notwithstanding any other provision in this Agreement, the User's obligation to pay Subscription Fees for services actually received shall not be suspended or excused by reason of a Force Majeure Event affecting HA-SHEM LTD..
HA-SHEM LTD.'s obligations relating to data protection, confidentiality, and security shall not be suspended during a Force Majeure Event, except to the extent that performance becomes physically impossible due to the specific nature of the event.

19. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement and the remaining provisions shall continue in full force and effect. The invalidity, illegality, or unenforceability of any provision in one jurisdiction shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction.

20. ENTIRE AGREEMENT

These Terms and Conditions, together with the Privacy Policy and any additional terms referenced herein, constitute the entire agreement between HA-SHEM LTD. and the User regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, relating to such subject matter.

21. CONTACT INFORMATION AND LEGAL NOTICES

Official Contact Information

All communications to HA-SHEM LTD. must be directed to the following official contact details:

Physical Address:

The Managing Director,

HA-SHEM LIMITED

9, Ibikunle Street, Off University Road,

Herbert Macaulay Way,

Yaba, Lagos.

Email: Discover@ha-shem.com

Business Hours: Monday to Friday, 9:00 AM to 5:00 PM [West African Time Zone]

Users may contact HA-SHEM LTD. using the above contact information for general inquiries, technical support, and legal notices.

Legal Notice Requirements

All legal notices, including but not limited to termination notices, breach notifications, data protection requests, and dispute communications, must be delivered in writing via registered mail or certified email to the addresses specified in clause 21.1.

Legal notices sent by email must include "LEGAL NOTICE" in the subject line and request delivery confirmation.

Legal notices are deemed received on the date of actual delivery if sent by registered mail, or upon confirmed receipt if sent by certified email during business hours.

User Contact Obligations

Users must maintain current and accurate contact information in their Account settings and promptly update any changes to ensure effective communication.

HA-SHEM LTD. may send notices to Users at the email address or physical address provided during registration or as subsequently updated.

Communication Methods

HA-SHEM LTD. may communicate with Users through the Service interface, email notifications, SMS messages, or postal mail as deemed appropriate for the nature of the communication.

Emergency security notifications and data breach notifications may be delivered through any available communication method to ensure prompt delivery.

Language of Communications

All official communications and legal notices shall be conducted in English unless otherwise required by Applicable Data Protection Laws.

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