Terms of Service

1. Agreement to These Terms

These Terms of Service (the “Terms”) form a binding agreement between you and I-Tech Platform Limited, a company incorporated in the Federal Republic of Nigeria with its registered office at 10th Floor, Unity Bank building, Central Business District, Abuja, FCT, Nigeria (“I-Tech”, “floHR”, “we”, “us”, or “our”). They govern your access to and use of:

• our marketing website at useflohr.com (the “Website”);
• our web application at app.useflohr.com (the “Web App”);
• our mobile applications, once launched (the “Mobile App”); and
• any related features, content, and support we provide.

We refer to the Website, the Web App, and the Mobile App together as the “Services.” The Web App and the Mobile App together are the “Platform.”

By creating an account, subscribing to, or otherwise accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy and, where applicable, our Data Processing Agreement (“DPA”), which are incorporated into these Terms by reference. If you do not agree, you must not access or use the Services.

If you are accepting these Terms on behalf of a company or other organisation, you represent and warrant that you have the authority to bind that organisation, in which case “you,” “your,” or “Customer” refers to that organisation.

2. Definitions

• Customer — the organisation or individual that registers for, subscribes to, or uses the Services.
• Authorised User — an individual (such as an administrator, manager, or employee) whom the Customer permits to access the Services under its account.
• Account — the Customer’s registered account on the Platform.
• Subscription — the plan a Customer selects, which determines the features, usage limits, and Fees that apply.
• Subscription Term — the period for which a Subscription is active.
• Customer Data — all data, content, and information that the Customer or its Authorised Users submit to or process through the Platform, including Employee Data.
• Employee Data — personal data relating to the Customer’s employees, contractors, and other personnel that is processed through the Platform.
• Fees — the amounts payable for the Services.

3. Eligibility and Account Registration

To use the Services, you must be at least 18 years old and able to form a legally binding contract. You agree to provide accurate, current, and complete information during registration and to keep it up to date.

You are responsible for safeguarding your login credentials and for all activity that occurs under your Account and that of your Authorised Users. You must notify us promptly at info@itechplatform.net if you suspect any unauthorised access to or use of your Account. We are not liable for any loss arising from unauthorised use of your Account that results from your failure to keep your credentials secure.

4. The Services and Licence to Use

Subject to your compliance with these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services for your own internal business purposes during the Subscription Term.

The specific features available to you depend on your Subscription. We may add, modify, or remove features over time as described in Section 19.

5. Subscriptions, Fees, and Payment

5.1 Fees

You agree to pay the Fees for the Subscription you select, as set out at the point of purchase or in an applicable order or quote.

5.2 Billing and renewal

Unless stated otherwise, Subscriptions are billed in advance on a recurring basis and renew automatically for successive periods equal to the initial Subscription Term, unless cancelled before the renewal date. You authorise us (and our payment processors) to charge your designated payment method for all Fees as they fall due.

5.3 Taxes

Fees are exclusive of taxes. You are responsible for all applicable taxes, including Value Added Tax (VAT), except for taxes based on our net income.

5.4 Late or failed payment

If a payment is overdue or fails, we may suspend or restrict your access to the Services until payment is made, without prejudice to our other rights.

5.5 Changes to Fees

We may change our Fees from time to time. We will give you reasonable prior notice of any Fee change, which will take effect at the start of your next renewal period.

5.6 Refunds

Except as expressly stated in these Terms or required by applicable law, Fees are non-refundable.

6. Free Trials, Beta, and Evolving Features

floHR is actively developed, and some features may be offered on a trial, preview, “beta,” or early-access basis. Such features are provided “as is,” may be incomplete or change at any time, and may be modified or withdrawn without liability to you. We do not guarantee that any trial or beta feature will become generally available. Any free trial is subject to the conditions stated at sign-up and may convert to a paid Subscription unless cancelled before the trial ends.

7. Customer Responsibilities

You are responsible for:

• using the Services lawfully and in accordance with these Terms;
• the accuracy, quality, legality, and reliability of all Customer Data and Employee Data you submit;
• obtaining all necessary consents, providing all required privacy notices, and establishing a lawful basis for the processing of Employee Data through the Platform, in accordance with the Nigeria Data Protection Act, 2023 and applicable law;
• configuring the Platform correctly for your organisation and reviewing and verifying all outputs (including payroll calculations, deductions, and statutory contributions) before relying on or acting upon them;
• maintaining your own records as required by applicable tax, labour, pension, and employment laws; and
• ensuring that your Authorised Users comply with these Terms.

8. Acceptable Use

You must not, and must not permit any Authorised User or third party to:

• use the Services for any unlawful, fraudulent, or harmful purpose;
• upload or transmit any content that is unlawful, infringing, defamatory, or that violates the rights of others;
• introduce malware, viruses, or other harmful code;
• attempt to gain unauthorised access to the Services, other accounts, or our systems;
• copy, modify, reverse engineer, decompile, or create derivative works of the Platform, except to the extent permitted by law;
• resell, rent, sublicense, or otherwise make the Services available to third parties except as expressly permitted;
• scrape, harvest, or use automated means to access the Services in a manner that places undue load on our infrastructure; or
• circumvent or interfere with any security, usage limits, or access controls.

We may investigate suspected violations and take appropriate action, including suspension or termination.

9. Customer Data and Data Protection

9.1 Ownership

As between the parties, you retain all rights in and to your Customer Data. We do not claim ownership of it.

9.2 Our role

In processing Employee Data on your behalf, you act as the Data Controller and we act as the Data Processor. We process such data only on your documented instructions and in accordance with our Privacy Policy and DPA. You are responsible for ensuring your instructions and your own processing comply with applicable data protection law.

9.3 Our use of data

You grant us the right to host, process, and transmit Customer Data as necessary to provide the Services. We may also use aggregated or anonymised data that does not identify you or any individual to operate, improve, and develop our Services.

9.4 Security

We implement appropriate technical and organisational measures to protect Customer Data, as described in our Privacy Policy.

9.5 Return and deletion

On termination, you may export your Customer Data within the period stated in Section 18, after which we may delete it in accordance with our Privacy Policy and DPA, except where retention is required by law.

10. Payroll, Tax, and No Professional Advice

floHR is a software tool designed to assist with payroll and human resources administration. It does not provide, and must not be relied upon as, tax, legal, accounting, actuarial, or other professional advice.

You are solely responsible for your organisation’s compliance with all applicable laws and statutory obligations, including but not limited to Pay As You Earn (PAYE) and other employee taxes, pension contributions under the Pension Reform Act, National Housing Fund (NHF) contributions, Nigeria Social Insurance Trust Fund (NSITF) contributions, Industrial Training Fund (ITF) obligations where applicable, minimum wage requirements, and applicable labour and employment laws.

While we strive to keep the Platform’s calculations accurate and up to date, you must independently review and verify all payroll figures, tax computations, statutory deductions, and other outputs before processing payments or making filings. We are not responsible for any loss, penalty, fine, or liability arising from inaccurate inputs, misconfiguration, or your reliance on Platform outputs without verification, or from changes in law that are not yet reflected in the Platform.

11. Intellectual Property

The Services, the Platform, and all related software, technology, designs, text, graphics, logos, and trademarks (including the floHR name and brand) are owned by I-Tech or its licensors and are protected by applicable intellectual property laws. Except for the limited right granted in Section 4, these Terms do not transfer any intellectual property rights to you.

If you provide us with feedback or suggestions about the Services, you grant us a perpetual, irrevocable, royalty-free right to use that feedback without restriction or obligation to you.

12. Third-Party Services and Integrations

The Services may integrate with or rely on third-party products and services (for example, payment processors, banks, and analytics providers). Your use of those third-party services is governed by their own terms and privacy policies. We are not responsible for, and do not warrant, any third-party services, and your dealings with such third parties are solely between you and them.

13. Service Availability and Support

We will use commercially reasonable efforts to make the Services available and to provide support in accordance with your Subscription. However, we do not warrant that the Services will be uninterrupted, timely, secure, or error-free. We may carry out scheduled or emergency maintenance, and we will try to give reasonable notice of planned downtime where practicable. Any specific availability or support commitments will be set out in a separate service level agreement if we offer one.

14. Confidentiality

Each party may have access to the other’s confidential information. Each party agrees to protect the other’s confidential information using at least the same degree of care it uses for its own, and to use it only as necessary to perform under these Terms. This obligation does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law.

15. Warranties and Disclaimers

Except as expressly stated in these Terms, the Services are provided “as is” and “as available,” without warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement, to the maximum extent permitted by applicable law. Nothing in this Section limits any warranty or right that cannot be excluded or limited under applicable law.

16. Limitation of Liability

To the maximum extent permitted by applicable law:

• neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages; and
• our total aggregate liability arising out of or relating to these Terms or the Services will not exceed the total Fees paid by you to us for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.

17. Indemnification

You agree to indemnify and hold harmless I-Tech and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and reasonable expenses (including legal fees) arising out of or relating to: (a) your or your Authorised Users’ use of the Services; (b) your Customer Data or Employee Data, including any claim that it infringes the rights of a third party or was processed unlawfully; (c) your breach of these Terms; or (d) your violation of any applicable law.

18. Suspension and Termination

18.1 By you

You may cancel your Subscription at any time in accordance with the cancellation method we provide. Cancellation takes effect at the end of your current Subscription Term unless stated otherwise.

18.2 By us

We may suspend or terminate your access to the Services, in whole or in part, if: (a) you fail to pay Fees when due; (b) you materially breach these Terms and, where the breach is capable of remedy, fail to remedy it within a reasonable period after notice; (c) we reasonably believe your use poses a security, legal, or operational risk; or (d) we are required to do so by law.

18.3 Effect of termination

On termination or expiry, your right to access the Services ends. We will make your Customer Data available for export for a period of 30 days following termination, after which we may delete it in accordance with our Privacy Policy and DPA, except where retention is required by law.

18.4 Survival

Provisions that by their nature should survive termination (including Sections 9, 10, 11, 14, 15, 16, 17, 21, and 22) will continue to apply.

19. Changes to the Services and These Terms

We may modify the Services or these Terms from time to time. For material changes to these Terms, we will provide reasonable notice (for example, by posting an updated version with a new “Last updated” date or by notifying you through the Services). Your continued use of the Services after the changes take effect constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Services.

20. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, power or internet failures, governmental actions, civil disturbances, or third-party service outages.

21. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict-of-law principles.

In the event of a dispute, the parties will first attempt in good faith to resolve it through negotiation. If the dispute is not resolved within 30 days, it will be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act, 2023. The seat of arbitration will be Abuja, Nigeria, and the proceedings will be conducted in English. Nothing in this Section prevents either party from seeking urgent injunctive or equitable relief from a competent court.

22. General

22.1 Entire agreement

These Terms, together with the Privacy Policy and any applicable DPA or order, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements on the subject.

22.2 Severability

If any provision is found unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

22.3 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

22.4 Waiver

A failure to enforce any provision is not a waiver of our right to do so later.

22.5 Notices

We may provide notices to you through the Services or to the contact details associated with your Account. You may contact us using the details in Section 23.

22.6 Relationship of the parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

22.7 No third-party rights

These Terms do not confer any rights on any person who is not a party to them, except as expressly stated.

23. Contact Us

If you have any questions about these Terms, please contact:

I-Tech Platform Limited
Email: info@itechplatform.net
Address: 10th Floor, Unity Bank building, Central Business District, Abuja, FCT, Nigeria
Phone: +234-8036157642