1. Acceptance of Terms

By accessing or using PayNestHR (the “Platform”), operated by Kojak Ventures (“Company”, “we”, “us”, or “our”), you agree to comply with and be bound by these Terms of Service (“Terms”). If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you must not access or use the Platform. These Terms apply to all users, including HR managers, employees, administrators, and any other individuals interacting with PayNestHR.

2. Description of Service

PayNestHR provides a comprehensive cloud-based Human Resource and Payroll management solution, including but not limited to employee records management, payroll processing (salaries, allowances, deductions), statutory remittance calculations (PAYE, Pension, NHF, NHIS), leave tracking, reporting, and analytics. We reserve the right to modify, enhance, or discontinue any feature with reasonable notice, provided core payroll functionality remains intact for active subscribers.

3. User Accounts & Credentials

• Accuracy: You must provide accurate, complete, and current registration information (e.g., name, email, role).
• Security: You are responsible for safeguarding your login credentials. Notify us immediately of any unauthorized access.
• Account activities: You are liable for all activities conducted under your account, whether authorized or not, except where caused by our breach of security.
• Multi-role access: Organizations may designate multiple users (admins, employees) with permission levels defined by the account owner.

4. User Responsibilities

• Use the Platform solely for lawful HR, payroll, and business management purposes.
• Ensure that all employee data (personal details, salary information, bank accounts) uploaded or entered is accurate and compliant with applicable labor laws.
• Maintain confidentiality of employee information and adhere to data protection regulations (e.g., NDPR, GDPR where applicable).
• Obtain necessary consents from employees for data processing where required.
• Cooperate with PayNestHR during security audits or incident investigations.

5. Subscription & Payment Terms

Access to PayNestHR’s full features is based on a subscription model (monthly or annual). Fees are invoiced in advance and are non-refundable except as required by law. Late payments may incur interest and result in temporary suspension of access. We reserve the right to change pricing upon 30 days’ notice. Any taxes, levies, or duties imposed by taxing authorities are your responsibility.

6. Data Responsibility & Accuracy

You (the client organization) are solely responsible for the completeness, accuracy, and legality of all data submitted to the Platform. PayNestHR processes payroll calculations based on the data provided. We do not verify the factual accuracy of employee information or salary inputs. You bear full liability for any payroll errors resulting from incorrect or incomplete data. In the event of discrepancies, we will provide reasonable assistance to rectify calculations but shall not be liable for underlying data mistakes.

7. Prohibited Use & Restrictions

• Engaging in any illegal, fraudulent, or unauthorized activity (e.g., money laundering, tax evasion).
• Attempting to gain unauthorized access to other accounts, systems, or networks.
• Interfering with service integrity (e.g., DDoS attacks, excessive API abuse, malware distribution).
• Reverse engineering, decompiling, or disassembling any part of the Platform.
• Using the Platform to store or transmit malicious code, or infringing on intellectual property rights.
• Reselling or sublicensing the service without explicit written consent.

8. Service Availability & Maintenance

We strive to maintain 99.5% uptime (excluding scheduled maintenance). However, we do not guarantee uninterrupted, error-free operation. Scheduled maintenance will be communicated via email or dashboard notice at least 48 hours in advance, except for emergency security patches. Force majeure events (e.g., natural disasters, cyberattacks, government actions) may affect availability and shall not constitute a breach.

9. Limitation of Liability

To the maximum extent permitted by Nigerian law, Kojak Ventures and its affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business interruption, arising from the use of or inability to use the Platform. Our total aggregate liability for any claims arising under these Terms shall not exceed the total fees paid by you during the twelve (12) months preceding the claim. This limitation applies regardless of the theory of liability (contract, tort, negligence, etc.).

10. Termination & Suspension

Either party may terminate the subscription with 30 days’ written notice. We may suspend or terminate access immediately if: (a) you breach any material term of these Terms; (b) payment is overdue beyond 15 days; (c) required by law or to prevent harm. Upon termination, you may export your data within 30 days, after which we will securely delete your data in accordance with our Privacy Policy and retention obligations.

11. Intellectual Property Rights

All rights, title, and interest in the PayNestHR software, trademarks, logos, design, source code, and underlying technology belong exclusively to Kojak Ventures. We grant you a non-exclusive, non-transferable, revocable license to use the Platform during the subscription term. You retain ownership of all data you input, but we may use aggregated, anonymized data for product improvement and analytics.

12. Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts of Lagos State, Nigeria, and the parties irrevocably consent to the personal jurisdiction and venue therein.

13. Changes to These Terms

We may update these Terms from time to time to reflect legal, operational, or feature changes. Material revisions will be notified via email or prominent banner at least 14 days in advance. Continued use after the effective date constitutes acceptance of the modified Terms. If you do not agree, you may terminate your subscription.

14. Contact Information & Legal Notices

15. Multi-Tenant Architecture & Data Isolation

PayNestHR is a multi-tenant platform where each client organization operates in a logically isolated environment. Your organization’s data is segregated and accessible only to your authorized users. We do not mix data between customers, and access controls ensure that no third party can view your HR/payroll records. Each client is responsible for managing its internal user permissions.

16. Indemnification

You agree to indemnify, defend, and hold harmless Kojak Ventures, its directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of: (a) your use of the Platform in violation of these Terms; (b) your data or its accuracy; (c) your violation of applicable laws; or (d) any dispute between you and your employees regarding payroll or HR practices.

17. Dispute Resolution & Mediation

Before filing a lawsuit, parties agree to first attempt informal resolution by contacting support. If unresolved within 30 days, either party may refer the dispute to mediation under the Lagos Multi-Door Courthouse (LMDC) rules. Litigation shall only proceed if mediation fails. This clause does not prevent either party from seeking injunctive relief for IP violations.