Terms And Conditions

GLOBALHR CLOUD PURCHASE AGREEMENT

GlobalHR Cloud System, is a subscription service, sold by Global TA&HR Solutions Company Limited ("GTHS"), it is an application based on the cloud and can be used any place where internet access is available.

  1. GTHS has developed certain software applications and platforms which it makes available to the Customer via the internet on a pay-per-use basis for the purpose of Time Attendance and Payroll Management.
  2. The Customer wishes to use GTHS's service in its business operations.
  3. GTHS has agreed to provide and the Customer has agreed to take and pay for GlobalHR Cloud's service subject to the terms and conditions of this agreement. This agreement includes this Purchase Agreement and the GlobalHR Cloud General Terms and Conditions (Terms and Conditions) as may be amended from time to time and any rules and policies for using the GlobalHR Cloud.
    Supplier Global TA&HR Solutions Company Limited
    Purchaser
    Purchaser Details Address
    Phone number
    Email
    Subscription Details Number of Subscriptions
    Subscription Fee The Subscription Fees shall amount to a total of MMK [____________], based on ________ User Subscriptions at MMK _____ per User Subscription.
    Additional User Subscription Fees Additional User Subscriptions may be purchased by the Customer in accordance with Terms and Conditions at MMK [_____] per User Subscription.
    Subscription Term The subscription shall be for [___] months (the Initial Subscription Period ), thereafter it should be renewed for term of [___] months (the Renewal Term), unless terminated earlier pursuant to this agreement.
    Services

    The subscription services provided by GTHS to the Customer under this agreement via the GlobalHR Cloud platform, providing the Customer with a cloud based solution to manage Time Attendance, Payroll.

    Any additional charges not included in the Services are not included in the Subscription Fee.

    Implementation, account set-up and support services outlined below are provided at no additional charge for a period of 90 days from signing this agreement.

    Implementation
    • GTHS will populate the platform with all employee data. The Customer shall be provided such data in the requested format. Each employee to be added to the system or permitted to use the system is considered an Authorised User.
    • GTHS shall set up platform rules relating to employee attendance policy. Customer shall provide GTHS its attendance policy& payroll policy within 14 Business Days, upon signing this agreement.

    GTHS provides implementation as a free service within 90 days of the signing of this agreement. Any information required which is provided thereafter or if there is any amendment made to the information already provided, may be subject to additional service fees.

    GTHS shall endeavour to complete the platform set-up within 14 Business Days of being provided the required information in the prescribed format.

    Account Set-Up
    • The Customer will be given an administrator user name and password. The user admin account includes Private URL, Link, ID Number, User Name and Initial Password. The customer must be responsible to secure the Initial Password (can change initial password freedom). If the customer forgets the password, the customer will receive a new password by notifying GTHS with the standard form.
    • GTHS will provide instruction on how employees can create accounts.

    GTHS will assist with the account set-up process for no additional fee.

    Support

    The following technical support will be provided to Customers for no additional fee within the first 90 days from signing this agreement:


    Free Training
    1. GTHS will provide free training one course ( 3 Days by 2 Hours per Day) for the customer about how to utilize the application two hours a day. The training will be delivered in accordance with the curriculum and regulations of GTHS.
    2. The customer will not need to pay extra charges if the venue of the training is located in the metropolitan areas of Yangon and Mandalay. However, if the venue is beyond the aforementioned areas, the customer may need to pay extra charges for proper fees, transportation, living cost, and food.
    3. The customer may require to arrange the following steps prior to the training.
      1. To collect the trainees at the venue
      2. The customer may require to sign to acknowledge the curriculum, regulations and timetable regarding the free training.
    4. The customer may be responsible to provide GTHS with related data such as Employee Information, attendance policy, payroll policy and installation of such data into the application in order to run the training smoothly.

    Free Technical Support
    1. In case of technical errors related with the application,
      1. The customer will receive instructions on phone firstly. The customer is expected to report the errors related to application clearly.
      2. If the errors cannot be tackled on phone, GTHS will send service technicians to issue the problems.
      3. In providing the free services during the free service period, GTHS shall not be responsible for the problems, errors or defects due to other causes unrelated with the application.
      All free on site services are only available in Yangon and Mandalay. Free on site services in other locations will be subject to the Customer paying transportation and living expenses.
    Additional Services Fingerprint Device needs to be upgraded firmware to connect the GlobalHR Cloud system which device purchased from GTHS. GTHS will upgrade the firmware for the Fingerprint Device and the Customer may require to provide Internet access in Fingerprint Devices to check the attendance of their staff by using the application from time to time.
    Data retention policy GTHS will endeavour to:
    • maintain Attendance Raw Data in the application such as fingerprint press time, attendance check in/out log, duty roster transaction and event log for one year.
    • retain calculated attendance reports will maintain up to 3 years in the system. The system will automatically archive old attendance reports before delete, user can still download archive files from system and keep it as backup.
    The Customer shall take steps to export the relevant data if wishes to retain the data before the end of the data retention period. GTHS is not responsible for any data after the expiry of the data retention period.
    Technology Requirements For Using the Application of GPS Mobile Check In / Out Function, Mobile Handset must be support “Google Service”.
    Payment terms The Customer shall pay within 15 business days of receiving the invoice for the Services.

The Parties agree to enter into this agreement, including the Purchase Agreement, the GlobalHR Cloud Terms and Conditions on [ DD /MM /YYYY]

Signed by the duly authorised person for  )
and on behalf of Global TA&HR   )
Solutions Company Limited   )
      )

Signed by the duly authorised person for )
and on behalf of  )
__________________________  )
)




GLOBAL TA&HR SOLUTIONS COMPANY LIMITED
GLOBALHR CLOUD GENERAL TERMS AND CONDITIONS

  1. USER SUBSCRIPTIONS
  1. Subject to the Customer purchasing the User Subscriptions in accordance with clause 2.1 and clause 6.1, the restrictions set out in this clause 1 and the other terms and conditions of this agreement, GTHS hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal business operations.
  2. The Customer shall not:
    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
    2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
    3. access all or any part of the Services in order to build a product or service which competes with the Services; or
    4. use the Services to provide services to third parties; or
    5. subject to clause 11, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
    6. introduce or permit the introduction of, any Virus into GTHS's network and information systems.
  3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify GTHS.
  4. The rights provided under this clause 1 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
  1. ADDITIONAL USER SUBSCRIPTIONS
  1. The Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in in Purchase Agreement and GTHS shall grant access to the Services to such additional Authorised Users in accordance with the provisions of this agreement.
  2. If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify GTHS in writing. GTHS shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request. Where GTHS approves the request, GTHS shall activate the additional User Subscriptions within 5 business days of its approval of the Customer's request.
  3. If GTHS approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 15 business days of the date of the GTHS's invoice, pay to GTHS the relevant fees for such additional User Subscriptions as set out in the Purchase Agreement and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by GTHS for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
  1. SERVICES
  1. GTHS shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
  2. GTHS shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for any maintenance.
  3. GTHS will, as part of the Services provide support as set out in the Purchase Agreement. GTHS may provide additional support services, subject to additional fees.
  1. SUPPLIERS OBLIGATIONS
  1. GTHS undertakes that the Services will be performed with reasonable skill and care.
  2. The undertaking at clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to GTHS's instructions, or modification or alteration of the Services by any party other than GTHS or GTHS's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 4.1.
  3. GTHS is 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, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities
  4. GTHS shall follow its archiving procedures for Customer Data as set out in the Purchase Agreement. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against GTHS shall be for GTHS to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the last back-up within 3 Years of such Customer Data maintained by GTHS in accordance with its archiving procedure. GTHS shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by GTHS to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.)
  1. CUSTOMER OBLIGATIONS
  1. The Customer shall:
    1. provide GTHS with:
      1. all necessary co-operation in relation to this agreement; and
      2. all necessary access to such information as may be required by GTHS;
      in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
    2. without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
    3. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner;
    4. ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement; and
    5. be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to GTHS's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
  2. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
  1. CHARGES AND PAYMENTS
  1. The Customer shall pay the Subscription Fees to GTHS for the User Subscriptions in accordance with the Purchase Agreement.
  2. The Customer shall pay each invoice within 15 business days after the date of such invoice.
  3. If GTHS has not received payment within 15 business days after the due date, and without prejudice to any other rights and remedies of GTHS, GTHS may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and GTHS shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid
  4. All amounts and fees stated or referred to in this agreement:
    1. shall be payable in the invoiced currency;
    2. are non-cancellable and non-refundable; and
    3. are exclusive of commercial tax, which shall be added to GTHS's invoice(s) at the appropriate rate.
  5. GTHS shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased and the support fees at the start of each Renewal Period upon 15 business days' prior notice to the Customer and the Purchase Agreement shall be deemed to have been amended accordingly.
  1. PROPRIETARY RIGHTS
  1. The Customer acknowledges and agrees that GTHS and/or its licensors own all intellectual property rights in the Services. This agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
  1. INDEMNITY AND LIMITATION OF LIABILITY
  1. The Customer shall defend, indemnify and hold harmless GTHS against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services.
  2. Except as expressly and specifically provided in this agreement the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. GTHS shall have no liability for any damage caused by errors or omissions in any information provided to GTHS by the Customer in connection with the Services, or any actions taken by GTHS at the Customer's direction.
  3. GTHS shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement.
  4. GTHS's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
  1. TERM AND TERMINATION
  1. This agreement shall, unless otherwise terminated as provided in this clause 9, commence on the Effective Date and shall continue for the Initial Subscription Term and End Date shall be [DD/MM/YYYY], thereafter, this agreement shall be automatically renewed for successive periods of the Renewal Term months (each a Renewal Period), unless:
    1. either party notifies the other party of termination, in writing, at least 15 business days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
    2. otherwise terminated in accordance with the provisions of this agreement;
    and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
  2. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
    1. the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 15 business days after being notified in writing to do so;
    2. any proceedings are commenced under the Insolvency Law for the, winding-up, liquidation or any other similar process; or
    3. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
  3. Without affecting any other right or remedy available to it, GTHS may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 15 business days after being notified in writing to make such payment.
  4. On termination of this agreement for any reason:
    1. all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services;
    2. each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;
    3. GTHS may destroy or otherwise dispose of any of the Customer Data in its possession. GTHS may at its discretion agree to provide the then most recent back-up of the Customer Data. The Customer shall pay all reasonable expenses incurred by GTHS in returning or disposing of Customer Data; and
    4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
    5. When checked by GTHS if customer includes the black list published by the Union Government and international sanctions, the renewal may be rejected.
  1. FORCE MAJEURE
  1. Both parties shall have no liability under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of GTHS or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers, sub-contractors or the unavailability of third party services used by GTHS to provide the Services (including the hosting platform), provided that the Customer is notified of such an event and its expected duration.
  1. ASSIGNMENT
  1. The Customer shall not, without the prior written consent of GTHS, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
  1. AUTHORITY TO AMEND
  1. GTHS is entitled to amend these Terms and Conditions. Such amendments shall enter into force on the effective date as notified. If the effective date has not been announced then the amendments affecting the Customer will enter into force on the date that the Customer is notified or informed of such amendment.
  1. WAIVER
  1. The rights of either party under this agreement are without prejudice to all other rights and remedies available to either party and no failure or delay by either party to exercise any right under this Agreement will operate as a waiver of such right under this agreement.
  1. DISPUTES AND GOVERNING LAW
  1. This agreement shall be governed by and construed according to the laws of the Republic of the Union of Myanmar. and both parties hereby submit to the exclusive jurisdiction of the Myanmar Courts.
  1. GENERAL
  1. GTHS may make any alterations to the form of application usage, Interface, function, and price of the application by at any time without the consent of the customer and prior written notice will be given to the customer.
  1. NOTICES

All notices under this Agreement shall be in writing. A notice shall be sent by facsimile or first-class registered or recorded delivery post to the Party being served at its registered office or email. A notice is valid only if it is sent to the correct person and address, facsimile or e-mail and –

  1. If sent by fax, when received in legible form;
  2. If sent by letter, when it has been left at the relevant address ; or
  3. If sent by email, when actually received in readable form.

The detail of each person is:

Global TA&HR Solutions Company Limited

[Address] : Room(303-B), 3rd Floor, AKK Shopping Mall,Thingangyun Market, Laydaukkan Road, Thingangyun Township.

[Email] :

Purchaser

[Address] :

[Email] :

  1. DEFINITIONS

For the purposes of these General Terms and Conditions, the following words shall have the meanings assigned to them below or as otherwise defined in the Purchase Agreement:

  1. Authorised Users:those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services, as further described in the Purchase Agreement.
  2. Business Day: a day other than a Saturday, Sunday or public holiday in Myanmar when banks in Yangon are open for business.
  3. Customer Data: the data inputted by the Customer, Authorised Users, or GTHS on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
  4. Effective Date: the date the Purchase Agreement is signed.
  5. Initial Subscription Term: the initial term of this agreement as set out in Purchase Agreement.
  6. Renewal Period: the period described in clause 9.1.
  7. Services: the subscription services provided by GTHS to the Customer under this agreement via, as more particularly described in the Purchase Agreement.
  8. Software: the online software applications provided by GTHS as part of the Services.
  9. Subscription Fees: the subscription fees payable by the Customer to GTHS for the User Subscriptions, as set out in the Purchase Agreement.
  10. Subscription Term: has the meaning given in clause 9.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
  11. User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 6.1 which entitle Authorised Users to access and use the Services in accordance with this agreement.
  12. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.