Service Agreement
Last updated: 26.06.2023
1. Introduction
This Service Agreement ("Agreement") is entered into between Compensly, a company incorporated under the laws of Singapore ("Company"), and you, the user of our services ("Customer"). The effective date of this Agreement is the date you acknowledge your acceptance of it (the "Effective Date").
1.1. Definition of Key Terms
Certain words and phrases in this Agreement carry specific meanings as outlined in the Definitions section located at the end of this Agreement.
2. Duration of the Agreement
2.1. Initial Term
Unless otherwise agreed upon, the initial term of this Agreement will be one (1) year, commencing on the Effective Date.
2.2. Renewal Terms
Unless otherwise agreed upon, or terminated earlier as permitted herein, the Agreement will automatically renew for subsequent periods of one (1) year each, unless either party gives the other notice of non-renewal at least thirty (30) days prior to the end of the current term.
3. Scope of Services
3.1. Overview of Services
Compensly provides a platform for data analytics, specializing in compensation benchmarking, making use of data directly sourced from customer's HRIS and payroll systems.
3.2. Modifications and Updates to the Platform
We continually strive to enhance our platform for user experience and compliance with relevant regulations. In order to facilitate this, we may carry out modifications, updates or enhancements as we deem fit. We will communicate any significant changes in a timely manner.
3.3. Description of Services
Compensly offers a compensation benchmarking platform that collects and utilizes data from the customer's Human Resource Information System (HRIS) and payroll systems. The platform allows for detailed analysis and comparison of compensation data to provide insights and recommendations.
4. Subscription and Pricing
4.1. Subscription Plans
Compensly offers its services under a yearly subscription model, with billing occurring at the start of the subscription period.
4.2. Payment Terms
Customers agree to pay the agreed-upon amount for the services as specified in the mutually agreed terms. All financial transactions under this Agreement shall be undertaken in accordance with the laws of Singapore. Details regarding payment procedures will be provided in the mutually agreed terms.
5. Client Responsibilities
5.1. Providing Necessary Information
Customers are responsible for providing Compensly with necessary data access. In certain cases, if the system integration is not feasible, necessary information may be provided in an alternative mutually agreed manner.
5.2. Duty of Cooperation
Customers agree to cooperate fully with Compensly in the provision of the Services. This includes, but is not limited to, the timely provision of any required data and approvals.
5.3. Restrictions on Data Sharing
Customers are prohibited from sharing any information or data obtained from the Compensly platform with third parties, without explicit permission from Compensly.
6. Data Protection and Security
6.1. Data Protection Policy
Our handling of your data is in strict compliance with our Data Protection Policy, which adheres to the Personal Data Protection Act 2012 (PDPA) of Singapore.
6.2. Compliance with Applicable Laws
Compensly undertakes all reasonable measures to ensure that its services are in compliance with all relevant laws and regulations, including those related to data protection.
6.3. Data Breaches
Compensly will notify Customers promptly of any data breaches and undertake necessary remedial actions, in line with the Personal Data Protection Act 2012 (PDPA) of Singapore.
6.4. Confidentiality
All data and information provided by the Customer to Compensly is considered confidential. Compensly commits to handle such information with the utmost security and discretion, and will not disclose any confidential information to third parties, except as required by law or with the prior written consent of the Customer.
6.5. Data Usage
Customers acknowledge that Compensly may, directly or indirectly, collect and store information regarding use of the Service and about equipment through which the Service is accessed and used, through cookies, log files, and other means. Compensly will use this Information to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings, and as otherwise described in our Privacy Policy.
7. Intellectual Property
7.1. Ownership and Usage Rights
All intellectual property rights in and to the Compensly platform, its modifications, updates, or enhancements remain the exclusive property of Compensly.
7.2. Intellectual Property Rights
All content, technology, and trademarks used by Compensly are the exclusive property of Compensly and are protected under relevant copyright, trademark, and intellectual property laws. Unauthorized use of any such content, technology, or trademarks is prohibited.
7.3. Customer Data
Customers retain all right, title, and interest in and to their data. Customers grant Compensly a worldwide, royalty-free, and non-exclusive license to use, distribute, reproduce, modify, adapt, and publicly display such data only for the purpose of providing the Services.
7.4. Feedback
Customers may from time to time provide suggestions, comments for enhancements or functionality or other feedback (“Feedback”) to the Company with respect to the Service. The Company shall have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. The Company shall have a fully paid-up, royalty-free, worldwide, transferable, sublicensable, irrevocable and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the Service.
8. Warranties and Liability
8.1. Service Warranties
Compensly warrants that it will provide its Services in a professional and workmanlike manner, in accordance with industry standards.
8.2. Limitation of Liability
Compensly's liability for any loss or damage arising from the use of the Services will be limited to the maximum extent permitted by Singaporean law.
8.3. Indemnification
The Customer agrees to indemnify and hold harmless Compensly, its directors, officers, and employees, from any claims, damages, or losses arising from the Customer's use of the platform. Compensly's liability under this Agreement shall be limited to the fees paid by the Customer during the twelve (12) month period prior to the event causing the claim.
9. Termination
9.1. Termination for Cause
Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to remedy such breach within 30 days of receipt of written notice.
9.2. Termination Without Cause
Either party may terminate this Agreement without cause by giving the other party 30 days written notice.
9.3. Effect of Termination
Upon termination of this Agreement, Customers will no longer have access to the Services and must cease all use of the Compensly platform.
10. Dispute Resolution
10.1. Mediation Process
Any dispute arising from this Agreement will first be attempted to be resolved through mediation in Singapore, in accordance with the Mediation Rules of the Singapore Mediation Centre.
10.2. Arbitration Clause
If the dispute cannot be resolved through mediation, it shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre.
11. General Provisions
11.1. Communication Protocols
Compensly may communicate with Customers by electronic mail. Customers agree to electronic communication for contractual purposes and acknowledge that all contracts, notices, information, and other communications provided electronically comply with legal requirements.
11.2. Amendment Procedure
No amendment to this Agreement shall be effective unless it is in writing and signed by both parties.
11.3. Amendment of Agreement
Compensly reserves the right to amend this Agreement from time to time. Customers will be notified of any changes via their registered email address. The continued use of Compensly's platform following the notification of changes will constitute the Customer's acceptance of such changes.
11.4. Notice Procedures
All notices should be sent to [email protected] for Compensly and to the email address provided by the Customer.
11.5. Assignment and Transfer of Rights
Customers may not transfer, assign, or delegate any of their rights or obligations under this Agreement without Compensly's prior written consent.
11.6. Force Majeure
Neither party will be liable for delays or failure to perform any of its obligations under this Agreement due to circumstances beyond its reasonable control.
11.7. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements.
11.8. Third Party Rights
No person who is not a party to this Agreement shall have any rights to enforce its terms.
11.9. Waiver and Severability
No delay or omission by either party in exercising any right under this Agreement will operate as a waiver of that or any other right. If any provision of this Agreement is found to be unenforceable, the remainder of the Agreement will remain in full force and effect.
11.10. Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of Singapore. Each party irrevocably submits to the exclusive jurisdiction of the courts of Singapore to settle any dispute arising out of or in connection with this Agreement.
Definitions
"HRIS" means Human Resource Information System.
"Services" means the services provided by Compensly, as described in Section 3.1.
"Platform" refers to the software and systems used by Compensly to provide the Services.