Terms and Conditions
1. Acceptance of Terms
1.2 Your employer (“Customer”) has entered into a Service Agreement with ePayslip for the provision of the Services. You are required to accept these terms and conditions before you can access and use the Services. By accessing and/or using the Services, you are consenting to be bound by the Terms.
1.3 ePayslip may change the terms and conditions of this Agreement at any time, which will be effective by a stipulated date from when ePayslip notifies you via the Platform. By accessing and/or using the Services, you agree to be bound by the terms of the prevailing Agreement in force at the time of your access and/or use.
1.4 If you are agreeing to these terms on behalf of another entity, you represent and warrant that you have authority to bind that entity to this Agreement, and your agreement to this Agreement will be treated as the agreement of that entity. In that event, “you” and “your” shall refer to that entity.
Administrator: The administrator appointed by the Customer which shall have full rights to manage the Account, including but not limited to the right to determine the Services required by the Customer, add or delete Users, set access rights, and upload the User’s Personal Data to the Platform.
Confidential Information: All information (however recorded or preserved) disclosed and/or made available by a party to the other party in connection with this Agreement which information is either labelled “Confidential” or should reasonably be considered as confidential because of its nature and the manner of its disclosure, including but not limited to Content, passwords and log-in details, and any trade secrets, source codes, designs, schemes and materials relating to ePayslip’s development and provision of the Platform and Services.
Content: All data including Personal Data, reports, images, documents, materials and information submitted by the User to the Platform, or made available by ePayslip through the Platform, in connection with the Services provided.
Customer: The person or entity that has entered into a Service Agreement with ePayslip and that is acting as the employer to the Users.
Direct Debit Authorisation: Authorisation given by the Customer in a GIRO application form for a Participating Bank to process ePayslip’s instructions to directly debit their bank account for the funding of Direct Deposits as well as to pay any fees or charges associated with the Services.
Direct Deposit: The option offered to the Customer at the point of purchase of the Services which involves the direct electronic payment transfer of salaries and/or other payments from a Customer’s account into Users’ individual bank accounts in accordance with the Customer’s instructions.
Disclosing Party: A party that makes available or provides access to Confidential Information in its possession or control to a Receiving Party in the performance of this Agreement.
Electronic Banking Services: The electronic banking and related services provided by the Participating Bank to ePayslip for the operation of Direct Deposit.
Electronic Instructions: Any communication, instruction, order, message, data or information provided by ePayslip to the Participating Bank via the Electronic Banking Services that is necessary to complete Direct Deposit.
Force Majeure Event: Any event, or a series of related events, that is outside the reasonable control of the party affected (including but not limited to failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).
Intellectual Property: All patents, rights to inventions, copyright and related rights, rights in software, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, moral rights, rights in designs, database rights, rights to use and protect the confidentiality of, Confidential Information, and all other intellectual property rights, in each case whether registered or unregistered which subsist or will subsist now or in the future in any part of the world.
Participating Bank: A financial institution that is duly authorised by the Customer to receive Electronic Instructions from ePayslip to facilitate movement of funds from the Customers’ account to ePayslip’s account and then to Users’ bank accounts for purposes of effecting the Direct Deposit.
Platform: ePayslip’s online portal and any hardware, software, network and telecommunication links or part thereof that is used by ePayslip for the provision of Services.
Receiving Party: A party that receives or has access to the Confidential Information in the control or possession of a Disclosing Party in the performance of this Agreement.
Representatives: all affiliates, employees, partners, officers, professional advisers, consultants, subcontractors and agents.
Services: The range of payroll administration services which may be provided by ePayslip to the Users as requested by the Customer under the Service Agreement and available on the Platform.
User(s): Either, (i) you, or (ii) individuals authorised by the Administrator to use and/or receive the benefit of the Services and who are the employees of the Customer.
For purposes of this Agreement, unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
3. Provision of the Services
3.1 Subject to your compliance with this Agreement, ePayslip shall provide the requested Services to you through the Platform until termination or expiry of this Agreement in accordance with the terms of the Agreement.
3.2 Depending on the Services which you and/or the Customer subscribe to, you may be required to accept and agree to additional terms and conditions. For example, you will be bound by additional terms and conditions found at Part B if the Customer (ie your employer) has opted for Direct Deposit.
3.3 In order to access the Services, you are required to set up an Account under the instructions of your Administrator. Users shall immediately notify ePayslip in writing upon becoming aware of any unauthorised use of Accounts, Services and/or the Platform.
3.4 You are also required to provide ePayslip with all information requested for the provision of the respective Services set out on the Platform, as may be requested for time to time. You must ensure that all information provided is timely, true, complete, current and accurate and complies with all applicable laws and/or regulations. ePayslip may take up to three (3) Business Days to record changes to your information.
3.5 For security purposes including the investigation of whether any User is using the Platform for fraud, money laundering, insider trading or other unlawful activity, ePayslip has the right, and sole discretion, to immediately:
3.5.1 terminate your Account;
3.5.2 restrict your access to the entire Platform or parts thereof;
3.5.3 suspend the provision of Services to you;
3.5.4 report your activity and/or Content to the relevant law enforcement officials and provide evidence in support for such officials to conduct their investigations;
3.5.5 take any action which ePayslip deems appropriate to the circumstances.
3.6 ePayslip may, in its sole discretion, make modifications to the Platform and Services (including but not limited to the scope, delivery and type of Services) at any time without prior notice.
4. User’s Obligations
4.1 You warrant that:
4.1.1 you will comply with all applicable laws and regulations in connection with the use of the Platform;
4.1.2 you are legally employed by or have entered into a lawful contract for service with the Customer;
4.1.3 you are responsible for all Content that you may submit or otherwise transmit via the Platform;
4.1.4 your Content will not infringe any third party rights;
4.1.5 your Content will not contain any material which is unauthorized, inaccurate, harmful, abusive, obscene, libellous, defamatory, threatening or otherwise illegal; and
4.1.6 your Content will not contain any viruses, malware or harmful or malicious code which could damage or adversely affect the performance of the Services, Platform or any device accessing such Content.
4.2 You agree not to:
4.2.1 use the Platform or Services other than as authorized under this Agreement or either directly or indirectly for any activity that is illegal and/or unlawful;
4.2.2 use the Platform or Services in any way that is intended or likely to damage, interfere with, intercept, or bypass the security mechanisms of the Platform;
4.2.3 use the Platform or Services for benchmarking or competitive purposes;
4.2.4 resell, sublicense, time-share, or otherwise share the Services with any third party apart from authorised Users;
4.2.5 decompile, disassemble or reverse-engineer any part of the Platform or otherwise attempt to derive its underlying source code or create derivative works of our Content and/or the Services;
4.2.6 disclose information that you do not have the right to disclose (for example, the Customer’s Confidential Information);
4.2.7 use any device, software, or routine that interferes with any application, function, or use of the Services and/or Platform, or is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication;
4.2.8 will not frame or mirror the Services;
4.2.9 will not override any security features of our Services and/or Platform; or
4.2.10 authorize any third parties to do any of the above.
5. ePayslip’s Obligations
5.1 ePayslip shall provide the Services with reasonable skill and care.
5.2 If the Services cannot be substantially performed, ePayslip will, at its expense, use all reasonable commercial endeavours to correct any such non-performance as soon as practicable, or provide you with an alternative means of accomplishing the desired performance.
5.3 Notwithstanding Clause 7.2, ePayslip:
5.3.1 does not guarantee that use of the Services or Platform will be uninterrupted or error-free, or that the Services provided will meet all the Customer and/or Users’ requirements;
5.3.2 shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Content over communication networks and facilities, including the Internet, and you acknowledge that the Services or Platform may be subject to limitations, delays and other problems inherent in the use of such communication facilities;
5.3.3 shall not be responsible for non-performance of the Platform or Services caused by any use that is contrary to ePayslip’s instructions, or modification or alteration by any party other than ePayslip or its Representatives, and will only provide support to correct such non-performance at its sole discretion.
5.3.4 shall not be responsible for any loss or damage arising from your failure to keep their passwords secure and confidential.
6. Personal Data & Privacy
6.2 You agree that ePayslip is entitled to anonymize Personal Data so that the output lacks any means to identify Users, and does not contain any Confidential Information (“Anonymized Data”) and to use the Anonymized Data for any commercial or non-commercial purpose including but not limited to the following:
6.2.1 to aggregate the Anonymized Data with other data;
6.2.2 to modify the Anonymized Data (whether aggregated or not) so as to create a derivative work;
6.2.3 to publicly publish the Anonymized Data (whether aggregated, modified or not) either directly or indirectly through third parties; and
6.2.4 to commercialize the Anonymized Data (whether aggregated, modified or not) by licensing, selling or otherwise making it available to third parties.
6.3 Ownership of the Anonymized Data (including all intellectual property rights), as modified by ePayslip, shall vest in and be owned absolutely by ePayslip.
7. Intellectual Property Rights
7.1 ePayslip owns or has been granted licenses by the rightful owner(s) to use all Intellectual Property Rights in and/or associated with the Services, the Platform, and all related applications used ePayslip to provide the Services. Nothing in this Agreement shall be construed as granting you a licence or any rights, implied or otherwise, to use, possess, distribute, or modify any of ePayslip’s Intellectual Property.
7.2 To enable ePayslip to provide you the Services, you and/or the Users, grant to ePayslip worldwide, royalty-free, sub-licensable, transferable and perpetual rights to use all Intellectual Property Rights in and/or associated with the Content which shall include but not be limited to making copies of, retaining, transmitting, reformatting, displaying and distributing the Content.
7.3 Any feedback, comments and suggestions you may provide is given on a voluntary basis and ePayslip will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such feedback as it sees fit, entirely without obligation or restriction of any kind.
8.1 During the Term and for three (3) years thereafter, the Parties agree to hold this Agreement and all Confidential Information obtained in connection with this Agreement or any contemplated transactions strictly confidential, and not to disclose any part thereof to third parties except as set out in this Clause 10.
8.2 The Receiving Party shall:
8.2.1 protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with a commercially reasonable degree of care;
8.2.2 not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than the performance of this Agreement;
8.2.3 not disclose any such Confidential Information to any person, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. Disclosure to a Representative shall be subject to such Representative entering into the same obligations of confidentiality set out in this Agreement. The Receiving Party shall be responsible for any unauthorised use or release of Confidential Information by Representatives; and
8.2.4 disclose Confidential Information to third parties if required by law (including any court order and government or regulatory demand or requirement having the force of law), on the condition that the Party only discloses that portion of the Confidential Information that is required to be disclosed and must give the other Party sufficient prior written notice to enable them to seek a protective order or otherwise take steps to minimize the required disclosure.
8.3 The obligations set out in this Clause 8 shall not apply to the extent: (a) the information being disclosed is or has become publicly known or known to third parties at the time of disclosure through no fault of the Disclosing Party; (b) was lawfully available on a non-confidential basis prior to disclosure by the Disclosing Party; and/or (c) both Parties agree prior to disclosure, in writing, is not confidential and may be disclosed.
9. Limitation of Liability
9.1 ePayslip’s total aggregate liability whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to up to SGD [50.00]. For the avoidance of doubt, the foregoing sets out ePayslip’s total financial liability to you in respect of any breach of this Agreement, including but not limited to any personal data or data security breach.
9.2 ePayslip shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for:
9.2.1 any loss of profits, loss of business, depletion of goodwill or similar losses, or pure economic loss, or for any indirect or consequential loss, costs, damages, charges or expenses however arising in connection with the use of the Platform or Services. You are solely responsible for results derived from or conclusions drawn from the use of the Platform or Services;
9.2.2 any actions taken by ePayslip in good faith in accordance with the information and instructions you have provided in connection with the Services, including outdated information which you have not given ePayslip at least 1 working day to update;
9.2.3 any loss or damage caused by malware, distributed denial-of-service attack, or other harmful material that may infect your device, programs, data or other proprietary material due to your use of the Platform or Services;
9.2.4 any faults, problems, or failures with ePayslip or Third Party Service Provider’s apparatus, equipment, platforms, systems or facilities;
9.2.5 any acts, errors, negligence and/or omissions of any Third Party Service Provider or the modification, suspension or discontinuance of their Third Party Services, or your use or reliance on the data, information, content or matter provided by any Third Party Service Provider to the Customer. ePayslip assumes no responsibility for the content of Third Party websites linked on the Platform; and
9.2.6 any consequences arising in connection with a Force Majeure Event.
9.3 Nothing in this Agreement excludes or limits the liability of ePayslip for:
9.3.1 death or personal injury caused by ePayslip’s negligence;
9.3.2 fraud or fraudulent misrepresentation; or
9.3.3 any other liability which cannot lawfully be excluded or limited.
9.4 Except where otherwise provided in this Agreement, where you have incurred any liability to ePayslip, ePayslip may without notice to you set-off the amount of such liability against any liability of ePayslip to you arising from or under this Agreement, whether either such liability is liquidated or unliquidated, present or future, accrued or contingent.
10.1 You hereby irrevocably agree to indemnify, defend, hold harmless and undertake to keep ePayslip and its Representatives indemnified against any losses, damages, costs, liabilities and expenses (including, without limitation, legal expenses and any amounts paid by ePayslip to a third party in settlement of a claim or dispute) incurred or suffered by ePayslip arising out of or in connection with:
(a) your access or use of the Platform or Services;
(b) the Content you submit, post to or transmit through the Platform;
(c) your infringement or misappropriation of any third party Intellectual Property right or other proprietary right; and/or
(d) your breach of any representations or warranties and/or the additional terms and conditions at Part B.
11.1 ePayslip reserve the right, in its sole discretion, to the extent permissible under relevant law to temporarily or permanently modify, suspend, or terminate your access to your Account, Platform and/or Services if any of the following circumstances occur, or ePayslip reasonably believes that any of the following circumstances have occurred:
11.1.1 you breach any material provision of this Agreement, and if it is capable of being cured, is not cured within ten (10) days of ePayslip’s notice to you;
11.1.2 any amount payable from the Customer to ePayslip remains unpaid for [five (5)] or more days;
11.1.3 your actions have caused or are likely to cause legal liability for ePayslip;
11.1.4 you have misrepresented any data or information required by ePayslip for the performance of the Agreement;
11.1.5 the Customer becomes insolvent or unable to pay its debts as they fall due, or if any action is commenced against the Customer for liquidation, dissolution or bankruptcy, or if any trustee or receiver shall be appointed with respect to the Customer’s assets, or if any distress execution or attachment shall be levied upon or issued against any of the Customer’s property or assets; or
11.1.6 the Service Agreement is terminated for any reason whatsoever.
11.2 The suspension or termination of your Account or Services will not affect any rights, remedies, obligations or liabilities that have accrued up to the date of expiration or termination. However, ePayslip will not be liable to you for any costs, losses, damages, or liabilities arising out of or related to ePayslip’s termination of the Account.
11.3 The following clauses shall survive the termination of your Account or Services along with any other right or legal obligation which by its nature would be reasonably expected to survive the expiration of this Agreement: Clause 6 Personal Data & Privacy; Clause 7Intellectual Property Rights; Clause 8 Confidentiality; Clause 9 Limitation of Liability, Clause 10Indemnity; Clauses 11 Termination; Clause 12 General.
12.1 Waiver. A party’s delay or failure to exercise any right or remedy will not result in a waiver of that or any other right or remedy.
12.2 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
12.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.
12.4 Electronic Transmission. This Agreement, and any amendments hereto, by whatever means accepted, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effect as if it were an original signed version thereof delivered in person. Neither party hereto shall argue that a contract was not formed hereunder based on either (a) the use of electronic means to deliver a signature or to indicate acceptance of this Agreement or (b) the fact that any signature or acceptance of this Agreement was transmitted or communicated through electronic means; and each party forever waives any related defence.
12.5 Assignment. The Customer shall not, without the prior written consent of ePayslip, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement. ePayslip may at any time assign, transfer, charge, subcontract or deal in any other manner, with all or any of its rights or obligations under this Agreement without the consent of the Customer.
12.6 Independent Contractors. The Parties are independent contractors. Neither Party has any authority to assume or create obligations or liability of any kind on behalf of the other. Third Party Service Providers are independent contractors and nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture or principal/agent relationship between any Third Party Service Provider, on the one hand, and ePayslip on the other. Neither ePayslip nor any Third Party Service Provider shall have the authority to make or enter into any commitments for on behalf of each party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
12.7 Non-exclusivity. Nothing in this Agreement shall prevent ePayslip from entering into similar agreements with third parties, or from independently developing, using, distributing, selling or licensing documentation, products and/or Services which are similar to those provided under the Agreement.
12.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.
12.9 Dispute Resolution. Any dispute arising out of or in connection with this Agreement and such other documents relating to this Agreement, the Platform and/or the Services, including any question regarding their existence, validity or termination, shall be referred to and finally and conclusively resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The arbitration tribunal shall consist of one arbitrator to be appointed by the Chairman of the Singapore International Arbitration Centre. The language of the arbitration shall be English. In the event that recourse to the courts shall be necessary for the purpose of determining any question of law required to be determined for arbitration, the Parties submit to the non-exclusive jurisdiction of the courts of the Republic of Singapore.
12.10 No third party rights. A person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Cap 53B, 2002 Rev Ed) to enforce any term of this Agreement.
12.11 Rights and remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
PART B: ADDITIONAL TERMS AND CONDITIONS FOR SPECIFIC SERVICES
1. Direct Deposit
1.1 These Additional Terms and Conditions apply if the Customer has opted to receive the Direct Deposit service.
1.2 In the event that the Customer has opted for you to receive your salary via the Direct Deposit service:
1.2.1 You warrant that all information provided by you is accurate and complete and acknowledge that unless such information is accurate and complete, ePayslip will be unable to perform the Direct Deposit service.
1.2.2 You acknowledge that in providing Direct Deposit, ePayslip must transfer Electronic Instructions and/or data to the Participating Bank over communications networks and facilities, including the Internet, which are subject to limitations, errors delays and other problems inherent in the use of such communication facilities. ePayslip will make reasonable efforts to inform the Customer if the Direct Deposit cannot be completed in accordance with the intended timeline and shall use its reasonable endeavours to correct such errors, if possible. The Customer is responsible for informing you of any delays or errors.
1.2.3 ePayslip will not be held liable for any failure and/or delay in the payment to you or any Users arising out of any failure and/or delay in the processing of the Customer’s DDA application by the Participating Bank.
1.2.4 You acknowledge that there are certain security, corruption, transmission error and availability risks associated with the provision of Direct Deposit over communication networks and facilities, including the Internet. All risks, to the maximum extent permitted under applicable law, are assumed by the Customer.
1.2.5 You agree and acknowledge that all transactions carried out by ePayslip are carried out under instructions of the Customer and to the fullest extent permitted by law, ePayslip shall not be liable for any losses, damages, expenses, claims or liabilities in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise.