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Terms of Service

Last update: March 1, 2022

These Terms of Service along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (these “Terms”) constitute a legally binding agreement as of the date these Terms were lastly updated, governing your access to, and the use of https://omnihr.co/ and any related website owned or operated by People Intelligence Singapore Pte. Ltd. (the “Sites”), and the use of, and registration with, Omni Service (defined below) through the Sites, a mobile application or through any other means. These Terms are between People Intelligence Singapore Pte. Ltd. (“Omni”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”). In case you represent your employer or another entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be).

PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE): (I) IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING INTO THE SERVICE; AND (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW).

IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS OR ACCESS OR USE THE SERVICE OR THE SITES OR OMNI MOBILE APPLICATION.

1. Our Service

Our Service

The Omni platform is a cloud-based employee management system that helps companies digitize their employee records and employee management workflows (the “Service”).

Modification or Discontinuation of the Service

We may add, modify or discontinue any feature, functionality or any other tool, within the Service and/or Sites, at our own discretion and without further notice. However, if we make any material adverse change in the core functionality of the Service, we will notify you by posting an announcement on the Sites and/or via the Service or by sending you an email.

No Contingency on Future Releases and Improvements

You hereby acknowledge that your purchase of the Service and/or Third-Party Services (as defined below) hereunder are not contingent on the delivery by us of any future release of any functionality or feature, including without limitation, the continuance of: (i) a certain Service beyond its current Subscription Term; or (ii) Third Party Services, or dependent on any public comments we make, orally or in writing, regarding any future functionality or feature.

Ability to Accept Terms

You must be over the age that is considered to be the age of minors according to the law applicable to you to use the Site and Services. By agreeing to these Terms, you represent and warrant to us: (i) that you are not a minor; and (ii) if the User of the Services is under the age of minority or is under the age of legal eligibility and capacity in the jurisdiction applicable to such User you hereby confirm that you are the legal guardian of the User and both you and the User have read and agreed to these Terms and approved of the User’s continued use of the Services subject to these Terms; (iii) that you have not previously been suspended or removed from the Services; and (iv) that your use of the Services is in compliance with any and all applicable laws and regulations..

2. Account Registration and Administration

Account Registration

To register to the Service for the first time, you shall create an account with the Service. By creating an account (“Account”) and registering to the Service you become, either individually or on behalf of your employer or any entity, or on behalf of whom you created the Account, a Omni customer (the “Customer”). The first user of the Account is automatically assigned as the Account administrator (the “Admin”). The first user may assign additional users of the Account as Admins.

Your Registration Information

When creating an Account or when you are added into an Account and creating your user profile (the “User Profile”), you: (i) agree to provide us with accurate, complete, and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Service; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other User or third party on your behalf.

User Verification

You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you or the Admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Admin (as the case may be) any verification we deem necessary before restoring access to or providing information about such Account.

3. Intellectual Property Rights; License

Our Intellectual Property

The Service and Sites, inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks, any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, “Omni Materials”), are the property of People Intelligence Singapore Pte. Ltd. and its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and People Intelligence Singapore Pte. Ltd., People Intelligence Singapore Pte. Ltd. retains all right, title and interest, including all intellectual property rights, in and to the Omni Materials.

Your Access and Use Rights

Subject to the terms and conditions of these Terms, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Service and Sites, during the applicable Subscription Term, solely for Customer’s internal purposes.

Use Restrictions

Except as expressly permitted in these Terms, you may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Service or the Sites to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Sites; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Sites, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or Sites, or any part thereof; (v) take any action that imposes or may impose (at Omni’s sole discretion) an unreasonable or disproportionately large load on the Omni infrastructure or infrastructure which supports the Sites or Service; (vi) interfere or attempt to interfere with the integrity or proper working of the Service or Sites, or any related activities; (vii) remove, deface, obscure, or alter Omni’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Sites, or use or display logos of the Service or Sites without Omni’s prior written approval; (viii) use the Service or Sites for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party to do any of the foregoing.

4. Privacy Policy

Omni respects your privacy and is committed to protecting the information you share with us. Our policy, practices and information about what we collect are described in our Privacy Policy available our website.

If you intend to connect to, access or use our Site and/or Services, you must first read and agree to the Privacy Policy.

5. Third Party Services

We may present to you (including on our websites) Third-Party Services. We do not endorse or make any representation, warranty or promise regarding, and do not assume any responsibility for, any such Third-Party Service, regardless of whether it is described as “authorized”, “certified”, “recommended” or the like. We have no obligation to make available or provide support for Third-Party Services and do not guarantee the initial or continuing interoperability of the Sites with any Third-Party Services.

We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet by your Third-Party Provider, and you acknowledge that the Sites may be subject to limitations, delays and other problems inherent in the use of such communications facilities. This shall not relieve us of our responsibility in respect of the operation of our internal communications networks and facilities that are within our control.

If you use a Third-Party Service that requires access to or transfer of the Content, you acknowledge that any such access or transfer is between you and the Third-Party Provider pursuant to the Third-Party Provider’s own terms and conditions and privacy notices, and that we are authorized to provide the Content as requested by the Third-Party Services. We shall not be liable or responsible for any modification, loss, damage or deletion of the Content by any Third-Party Services obtained by you.

6. Subscription Term

Subscription Term

The Service is provided on a subscription basis for the term specified in the subscription plan (the “Subscription”).

Subscription Fees

In consideration for the provision of the Service (except for Trial Service (defined below)), Customer shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable Order Form (the “Subscription Fees”). Customer hereby authorizes us, either directly or through our payment processing service, to charge such Subscription Fees via Customer’s selected payment method, upon due date. Unless expressly set forth herein, the Subscription Fees are non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to Customer if such change may affect Customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to), retry to collect at a later time, and/or suspend or cancel the Account, without notice.

Taxes

The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the “Taxes”), except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us in writing promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by Customer.

7. Term and Termination; Suspension

Start Date and Renewal

Subscriptions purchased by you commence when you complete the initial payment process and continue for the subscription term selected at the time of payment. Subscriptions automatically renew.

Termination for Cause

Either Customer or us may terminate the Service and these Terms, upon written notice, in case that (a) the other party is in material breach of these Terms and to the extent curable, fails to cure such breach within a reasonable cure period, which shall not be less than 10 days following a written notice from by the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.

Termination by Customer

Customer may terminate its Subscription to the Service by cancelling the Service and/or deleting the Account, whereby such termination shall not derogate from Customer’s obligation to pay applicable Subscription Fees.

Suspension

Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Service, in the following events: (i) we believe, at our sole discretion, that you or any third party, are using the Service in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party; (ii) we believe, at our sole discretion, that you or any third party, are using the Service in breach of these Terms or applicable Law; (iii) Customer’s payment obligations, in accordance with these Terms, are or are likely to become, overdue; or (iv) Customer’s or any of its Users’ breach of the these Terms. The aforementioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and/or applicable Law.

8. Confidentiality

In connection with these Terms and the Service (including the evaluation thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior or after the Effective Date (the “Confidential Information”). Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.

Confidentiality Undertakings by the Receiving Party

The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.

9. Warranty Disclaimer

Except as expressly set forth herein, the sites and the service are provided on an “as is”, “with all faults” and “as available” basis, and without warranties of any kind. We and our affiliates, subcontractors, agents and vendors (including, the third party service providers, hereby disclaim any and all representations and warranties of any kind, including without limitation, warranties and/or representations of merchantability, functionality, title, fitness for a particular purpose and non-infringement, whether express, implied or statutory.

10. Limitation of Liability

In no event shall either party hereto and its affiliates, subcontractors, agents and vendors (including, the third party service providers), be liable under, or otherwise in connection with these terms for (i) any indirect, exemplary, special, consequential, incidental or punitive damages; (ii) any loss of profits, costs, anticipated savings; (iii) any loss of, or damage to data, use, business, reputation, revenue or goodwill; and/or (iv) the failure of security measures and protections, whether in contract, tort or under any other theory of liability or otherwise, and whether or not such party has been advised of the possibility of such damages in advance, and even if a remedy fails of its essential purpose.

11. Modifications

Occasionally we may make changes to these Terms for valid reasons, such as adding new functions or features to the Service, technical adjustments, typos or error fixing, for legal, regulatory, or any other reasons we deem necessary, at our sole discretion. When we make material changes to these Terms, we’ll provide Customer with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending Customer an email. Your continued use of the Service after the changes have been implemented will constitute your acceptance of the changes.

12. Governing Law

These Terms and any action related thereto will be governed and interpreted by and under the laws of the Singapore without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in Singapore, shall have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, these Terms. You and us mutually agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Notwithstanding the foregoing, Omni reserves the right to seek injunctive relief in any court in any jurisdiction.

13. General Provisions

Force Majeure

Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties

The parties are independent contractors. These Terms and the Service provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to these Terms.

Notice

We shall use your contact details that we have in our records, in connection with providing you notices. Our contact details for any notices are detailed below. You acknowledge notices that we provide you, in connection with these Terms and/or as otherwise related to the Service, shall be provided as follows: via the Service, including by posting on our Sites or posting in your account, text, in-app notification, e-mail, phone or first class, airmail, or overnight courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery. Notices to us shall be provided to;

Email: support@omnihr.co

Address: 6 Raffles Boulevard, Marina Square, #03-308, Singapore 039594

Assignment

These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights, except for an assignment to a competitor of Omni, and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under these Terms. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Service to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized under this Section shall be null and void.

Severability

These Terms shall be enforced to the fullest extent permitted under applicable Law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.

No Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Entire Agreement

This Agreement encompasses the entire agreement between you and Omni with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement.

14. Contact Information

If you have any questions about the Service or these Terms, you may email us at support@omnihr.co, or write to us at: 6 Raffles Boulevard, Marina Square, #03-308, Singapore 039594

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