Terms and Conditions
Last updated: May 2025
END-USER SOFTWARE LICENSE AGREEMENT and TERMS AND CONDITIONS
THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER “YOU” or “YOUR”) AND HR FORTE SYSTEMS PTE LTD (HEREINAFTER “HRF” OR “OCTOPRO”) GOVERNING YOUR USE OF HR FORTE CLOUD PAYROLL SOFTWARE AND OCTOPRO CLOUD ERP SOFTWARE.
HRF has developed cloud systems named HR Forte (HRF) and OctoPro defined in this agreement as the (“Software”) and desires to grant you the right to use the Software through our subscription packages.
WHEREAS, You wishes to use the Software under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, you and HRF hereby agree as follows:
Definitions
The following definitions shall apply to this Agreement:
“Software” means the HR Forte cloud payroll software and Octopro ERP cloud software in this Agreement. We provide cloud software and applications for businesses, including web based and mobile applications (“Software”).
“Use” means (i) user(s) using it by opening the Software in different selective web browsers and mobile devices. The most recommended web browser(s) to use is Google Chrome, Firefox and Safari. For mobile devices, the applicable apps to be downloaded from Apple store or Google Play.
“Territory” means the location, country where end-user is located.
Software Use
HRF hereby grants a perpetual, non-exclusive right to use the Software and Documentation (collectively, the “Software”), subject to the terms and conditions hereinafter set forth through subscription to HRF and OctoPro packages. This is effective when mutually agreed to be executed by both parties and the license granted to the Software remains in force until you or HRF terminates this subscription. Termination terms are outlined in the termination clause in this Agreement.
You may use the Software for your personal and business use or for internal business purpose in the organization that you represent. You may connect to the Software using any Internet browser supported by the Software. You are responsible for obtaining access to the Internet and the equipment necessary to use the Software. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.
If you agree to the General Terms and do not agree to any Service Specific Terms, do not use the corresponding Software. You can accept the Agreement by checking a checkbox or clicking on a button indicating your acceptance of the Agreement or by actually using the Software.
Subscription Fee
The Software are available under subscription plans and you can see the status of your subscription plan from our customer portal in your account profile. Payments for subscription plans can be made by Credit Card or bank transfer mode on periodic duration as per each fee plan or as mutually agreed payment terms. Your subscription will be automatically renewed at the end of each subscription period unless you downgrade your paid subscription plan to a free plan or inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you or an invoice will be send with bank details for your processing. If you do not wish to renew the subscription, you must inform us at least seven days prior to the renewal date. If you are processing payment using bank transfer, please send us by email to ask@hrforte.com or info@hrforte.com 7 days before the expiry of current subscription or 14 days maximum after expiry of current subscription with prior notice given that payment will be delayed, unless a payment term is mutually agreed. If you choose to pay by bank transfer payment mode, you agree to bear all bank charges of payee and payer and ensure the net received by HRF is exactly the invoice stated billed.
From time to time, we may change the price of the Software or charge for use of Software that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any Software unless you have opted for a paid subscription plan.
In the event any tax such as GST, VAT, sales tax, withholding tax or the like is chargeable by HRF in accordance with any local, state, provincial or foreign laws with respect to your subscription to our Software (“Taxes”), HRF will invoice you for such Taxes. You agree to pay HRF such Taxes in addition to the subscription fees. HRF shall provide you with an invoice in the format prescribed by the applicable local, state, provincial or foreign laws to help you avail the applicable input tax credit for the Taxes so paid.
Free Trial
If you register for a free trial of one or more Software, HRF will make the applicable Software available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period of the applicable Software (unless terminated earlier by you), (ii) the start date of the paid subscription period for the applicable Software, or (iii) termination by HRF in its sole discretion. Any data that you enter into the Software, and any customizations made to the Software during the free trial will be permanently lost unless you (i) purchase the corresponding paid subscription plan for the account, (ii) purchase applicable Software upgrades, or (iii) export such data before the end of the trial period. Notwithstanding anything contained in this Section, Software are offered as-is during the free trial, without any warranty, covenant, support or liability whatsoever, to the extent permitted by law.
Your Rights and Obligations
The Software is protected by Singapore’s copyright laws and international treaties. You must treat the Software like any other copyrighted material – for example a book. You have the right to access and use our software in accordance with the terms and conditions of our agreement.
This includes the right to receive updates and enhancements to the software during the subscription period. You also have the obligation to use the software in compliance with applicable laws and regulations, and to ensure that your employees and other authorized users do the same.
Additionally, you agree to maintain the confidentiality of any login credentials or other access information provided to you, and to promptly notify us if you become aware of any unauthorized use of the software or breach of security.
Administrator(s) or Super Admin
When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Software based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.
You are responsible for (i) ensuring confidentiality of your organization account password, (ii) appointing competent individuals as administrators for managing your organization account, and (iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that HRF is not responsible for account administration and internal management of the Software for you.
You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to ask@hrforte.com or info@hrforte.com provided that the process is acceptable to HRF. In the absence of any specified administrator account recovery process, HRF may provide control of an administrator account to an individual providing proof satisfactory to HRF demonstrating authorization to act on behalf of the organization. You agree not to hold HRF liable for the consequences of any action taken by HRF in good faith in this regard.
Limited Remedy
YOU AGREE THAT HRF SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF HRF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL HRF’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SOFTWARE, WHETHER DIRECT OR INDIRECT, EXCEED ONE THOUSAND DOLLARS ($1000) OR THE FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY, WHICHEVER IS HIGHER.
Representations and Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. HRF EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HRF MAKES NO WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SOFTWARE SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SOFTWARE OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM HRF, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
Indemnification
You agree to indemnify and hold harmless HRF, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Software in violation of another party’s rights, in violation of any law, in violations of any provisions of the Agreement, or any other claim related to your use of the Software, except where such use is authorized by HRF.
Data Storage
The location of the cloud facility from which you are served is stored on AWS in Singapore. We may migrate your account or require you to migrate your account to a different cloud facility in the event of any updates to the region/country at any point of time.
Data Confidentiality
We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Software does not grant HRF the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for HRF’s commercial, marketing or any similar purpose. But you grant HRF permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Software to you.
Termination
We may suspend your user account or temporarily disable access to whole or part of any Software in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to ask@hrforte.com or info@hrforte.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.
In addition, we reserve the right to terminate your user account and deny the Software upon reasonable belief that you have violated the Agreement. You have the right to terminate your user account if HRF breaches its obligations under this Agreement and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Software, deletion of information in your user account such as your email address and password and deletion of all data in your user account.
Inactive Users or Accounts
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data. The data deletion policy may be implemented with respect to any or all of the Software.
Modification and Enhancements
You will make no efforts to reverse engineer the Software or make any modifications or enhancements without HRF’s express written consent.
Source Code
The Software and its Source Code form (the “Source Code”), and all relevant explanations and documentation of the Source Code (collectively, “Commentary”) are the properties of the HRF and HRF is not obliged and not required to share nor provided to you.
API Integration
Integration of HRF and Octopro with Third Party Applications using APIs provided by HRF requires technical skill. You understand that errors or defects in the integration may cause loss and corruption of data. You must make sure that you use the services of technically skilled persons for the integration. You agree that HRF is not liable for any loss and corruption of data caused due to errors or defects in the integration.
You must not try to access any functionality that is not exposed in the documentation for the API. You understand and agree that HRF will not be liable for the consequences of accessing or using any unexposed functionality of the API.
API integration to third party applications is subject to additional fees on case-by-case basis. HRF will assess, review your requirements to quote our fees for your agreement and approval before we proceed with any API integration.
White Label Software
For white labelling package subscription, HRF will customize the software with your branding elements, including the your logo, as agreed between the parties. You agree not to remove or alter any trademarks, copyright notices, or other proprietary markings on the software. Even though the Software is customised with your branding, the ownership of the Software remains HRF and all terms in this Agreement are valid for white labelling of the Software.
Training
The subscription fee includes 2 hours of training of your employees on the use and operation of the Software, including instruction in any necessary conversion of your data for such use. Training will be provided virtually online using MS Teams.
Software Maintenance
During the period of your active subscription, HRF shall promptly notify you of any defects, bugs or malfunctions in the Software. HRF shall promptly correct any defects, bugs or malfunctions in the Software and provide you with upgraded cloud version(s), without additional charge. HRF’s obligation hereunder shall not affect any other liability which it may have to you.
Additional Support
During the period of your active subscription, HRF shall provide to you, without additional charge, all reasonably necessary telephone, email or written consultation requested by you in connection with its use and operation of the Software or any problems therewith. Telephone consultation shall be requested and provided only during HRF’s normal business hours and you shall pay all long distance telephone charges in connection therewith.
Software Customization Contract
During the term of this agreement and upon successful completion of every element in the acceptance testing procedure, you may request HRF to customize the Software to better suits the requirements of the your business and demands of your clients.
HRF has the right to reject customization request(s) from you if HRF deemed the request may alter or change the fundamental of the system.
Customization request will be subject to additional fee from HRF as case-by-case basis.
Publicity
HRF shall have the right to refer to the existence of this Agreement solely for advertising, websites or materials distributed to prospective customers, without the prior written consent of you.
Indemnity
You agree to indemnify and hold harmless HRF and its subsidiaries or affiliates under its control, and their directors, officers, employees and agents, against any and all losses, liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or related to any claim from your use or possession of the Software or Documentation, or the license granted hereunder, infringes or violates the copyright, trade secret or other proprietary right of any third party. HRF shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that you gives HRF prompt notice of any such claim of which it learns. No settlement which prevents you from continuing to use the Software System as provided herein shall be made without your prior written consent. In all events, you shall have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing.
Arbitration
The parties agree to submit any dispute under this License to binding arbitration in the following location Singapore under the rules of the Singapore International Arbitration Centre. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.
Attorney Fees
If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.
Notice
All notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if sent by certified mail, return receipt requested, to the parties at the respective addresses set forth above or to such other address as the party to receive the notice has designated by notice to the other party.
Governing Law
This Agreement shall be governed by and construed under the laws of Singapore.
Consent to Jurisdiction, Venue and Service
HRF consents and agrees that all legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting in Singapore, and HRF consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts. Service of process in any such proceeding may be made by certified mail, return receipt requested, directed to the respective party at the address at which it is to receive notice as provided herein.
Severability
If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.
No Waiver
The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.