Terms of Use

Introduction

ACLT Computing, Inc. ("ACLT", "We", "Our") offers its websites (www.myprimehr.com), web portal, desktop and mobile applications are referred to as "Applications" and all of the related services are referred as "Services". The use of these Applications and Services by "Users, You, Your" (ACLT Clients and its Employees) and "Visitors" (website visitors) are bounded by these Terms of Service ("Agreement"). This Agreement governs the use of the Applications and Services however accessed, including Internet browsers, smartphones, tablets, and other mobile devices.

User must be of legal age before entering into and accepting this Agreement. User accepts all the General Provisions of this Agreement by signing up and activating his or her account in a domain (*.myprimehr.com) in behalf of a Client. Users that are duly authorized to represent the Client refer to such organization and all of its employees. User is responsible for all activity on the Applications and Services that occurs under his or her account. User agrees to be bound by this Agreement upon first use of the Applications and any of its related Services. If the User does not agree to all of the terms of this Agreement, then the User cannot use the Applications and Services.

Sensitive Information

The ACLT Privacy Policy forms part of this Agreement and is incorporated herein. User is responsible for securing the confidentiality of its password and other sensitive information, as well as for all activities that occur in their account. ACLT, without fault or negligence in the delivery of the terms of this Agreement, shall not be responsible for any loss or damage to the User or the represented organization incurred as a result of any unauthorized access of the User's account. Further, User agrees to inform ACLT immediately either via email or phone or in writing, if his or her account is believed to have been compromised.

Renewal and Termination

Subscriptions to Applications and Services remains in effect until either ACLT or Client terminates the Agreement ("Term"). Sixty (60) calendar days prior to the end of an Agreement, ACLT shall send the Client a Notice of Renewal. Immediately upon receipt thereof, Client shall inform ACLT in writing of its intention to renew the said Agreement or otherwise. Both parties reserve the right to terminate this Agreement for whatever cause. In case of termination by Client, a written notice should be provided to ACLT ninety (90) calendar days prior to the date of effectivity of such termination. In case of termination by ACLT, a written notice shall be sent to Client at least one hundred twenty (120) calendar days from the date the termination takes effect.

Account Activation

Upon execution of this Agreement and a Data Sharing Agreement as required by Data Privacy Act of 2012, a corresponding subscription fee shall be billed by ACLT immediately, exclusive of taxes with the complete list of charges and fees pertaining to the Services to be rendered by ACLT. No other additional compensation shall be chargeable against User without consent.

Subscription and Payments

Payment may be made by USER either by issuing a check payable to ACLT Computing, Inc. or by depositing directly to ACLT’s bank account and emailing a copy of the deposit slip subject for verification. Within three (3) working days upon receipt of User's proof of payment, ACLT shall issue the latter with an Official Receipt and a Certification that as to that date, User has no pending financial liabilities with ACLT. The Official Receipt and Certification shall be sent by ACLT to the User by email or the hard copy through couriered service.

Changes and Requests

Subscription fees are based on actual number of Client's employee headcount. Should there be changes in the headcount within the duration of this Agreement, a separate Statement of Account shall be sent by ACLT to the Client within fifteen (15) working days from when the changes shall take effect or be activated. The difference must be paid or returned to the rightful party not later than thirty (30) working days upon receipt of the Statement or credited upon renewal of this Agreement. Should Client wish to increase or decrease its users or headcount due to new hires or resignations, Client should send a formal letter or notification of such changes to ACLT to request for updates on User’s database. All customization to the Application and changes on Services are not covered by this Agreement and should be arranged and billed separately.

Restrictions on Use

Client and its Users acknowledges that Applications are online and proprietary software owned by ACLT. With this, User shall not: (a) provide services (such as but not limited to outsourcing, sublicensing, renting, distribution, selling, process data, or provide any service bureau activities) using the Application to other entities other than the organization it represent, without written permission from ACLT; (b) post third party links to the Applications without agreeing to the third party's terms and conditions; (c) post links, logo, and other trademarked property of the organization the User represents without prior written permission; or (d) use Application for spamming and other illegal purposes (including but not limited to the transmission of materials that are abusive, unlawful, threatening, harmful, obscene, vulgar, pornographic, racist, contains viruses); (e) use Application to infringe on intellectual property (such as but not limited to copyrights, patents, trademarks, trade names, trade secrets, and other proprietary materials) of other entities. ACLT reserves the right to temporarily limit User's access to the Applications if in the event that the User violates any of the terms stipulated herein.

Account Inactivity

Unpaid accounts for more than sixty (60) calendar days will lead to temporary disconnection to the Service. ACLT will serve and ensure receipt of User of at least two (2) Disconnection Notices, with thirty (30) calendar day grace period, after which, if the account still remains unpaid, ACLT may delete all data associated with such account. However, when multiple accounts represent an organization, and at least one account is actively maintained, all related data and content generated for the organization will be retained. In this case, the User may opt and secure a back of all the data through a written request.

Change of Terms

ACLT from time to time, may modify the Terms of Services of this Agreement ("Changes"), provided that the written consent of Client is obtained not later than thirty (30) calendar days prior to its implementation. However, User’s continued use of the Applications and its failure to insist upon full compliance of any of the covenants or stipulations hereof, as well as to object on the implementation of Changes, shall not be deemed or interpreted as a relinquishment or waiver of any right or remedy that User may have, nor shall it construed as a waiver of any subsequent breach or default of the covenants or stipulations hereof which shall continue to be in full force and effect.

Intellectual Property

Applications are intellectual properties of ACLT. User agrees not to use ACLT’s trademarks without ACLT's written permission. User further agrees not to (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of Applications in order to develop a similar competitive product; (b) willfully tamper with the security of Applications or tamper with other accounts; (c) attempt to access content on Applications not belonging to or intended for the represented organization; (d) attempt to scan or test Applications for security breaches or authentication measures and; (e) deliberately render any part of the Application unusable.

Warranties

Applications and corresponding Services are provided in an “AS IS” and "AS-AVAILABLE" basis, without any warranty of any kind, whether express, implied or statutory, including but not limited to any implied warranties or conditions of merchantability and fitness for a particular purpose. ACLT warrants that Application will (a) run properly on all User’s hardware; (b) be uninterrupted; (c) be secure and free from viruses and malwares; (d) meet the needs or requirements of Users and organizations; (e) be free from errors and be immediately corrected. Whatever advice or information, written or verbally communicated, obtained by the User from ACLT, its employees or representatives shall likewise form as warranty of services covered by this Agreement.

Limitation of Liability

ACLT shall in any circumstance be liable under the law, tort, contract or other sources of obligation for any loss of profits or savings or for any indirect or consequential loss or damage, however caused, arising out of or in connection with the performance or non-performance of the Applications and Services covered by this Agreement, even if ACLT has been advised of the possibility of such damage. ACLT's liability to the User or to the represented organization arising out of any claim shall correspond only to amount of the current billing for the current cycle and time the loss and damage was reported. No action arising out of this Agreement, regardless of form, may be brought by the User for more than one (1) year after ACLT became aware, or reasonably ought to be aware, of the circumstances giving rise to the action.

Indemnification

User and Client agrees to indemnify ACLT, its officers, directors, employees, suppliers, representatives and affiliates, from and against any losses and damages arising out of or relating to any claims that the use of Applications by the User is in violation of (a) its intellectual property, (b) any law, (c) any provisions of the Terms, or any other claim related to the use of Applications, except where such use is authorized by ACLT. Absent any direct participation or involvement from User, ACLT shall hold User forever free and harmless from any claim, damage, liability or any responsibility to it or any third person or entity, or its board of directors, officers, agents, authorized employees, customers or clients, as well as its subsidiaries and affiliates and their shareholders, directors, officers, employees, representatives and agents from and against all loss, damage, theft, expense (including attorney’s fees and cost of litigation), and penalty, and any claim or action therefor by or on behalf of any person arising out of or in connection with the performance or failure of performance of this Agreement including, without limitation to all claims of ACLT’s employees, agents, and subcontractors and all third-party claims alleging that any of the services of ACLT’s infringes any patent, copyright, trademark, or other proprietary right or constitutes a misuse of any trade secret information. ACLT will not be relieved of the foregoing indemnity and related obligations by allegations or any claim that User was negligent, except if judicially determined by a court of competent jurisdiction that the cause is solely attributable to the willful act of the User.

Suspensions

During unapproved extended periods of inactivity, ACLT may suspend User's and Client's accounts to all or part of Applications if User has performed any of the violations specified in the Restrictions, Confidentiality and Intellectual Property clauses of this Agreement. Objections to such order of suspension made should be filed by Client via email within thirty (30) calendar days from knowledge thereof, in order that proper action/s shall be taken by ACLT.

No Employer-Employee Relationship

It is hereby agreed and understood that by reason of this Agreement, no employer-employee relationship is created between Client and its Users on one hand and ACLT or its staff on the other hand. Further, neither Party shall have responsibility to any of other party’s personnel or agents acting pursuant to this Agreement. Any injury or damage caused by or arising from fault or negligence of ACLT staff acting pursuant to this Agreement shall be the liability and responsibility and for the sole account of ACLT. Client shall be responsible and liable for any injury or damage caused by its Users or its representatives arising from their fault or negligence.

Disputes and Remedies

The parties agree to use their best efforts to resolve any dispute that may arise under the Agreement through good faith negotiations. No party shall commence any arbitration or litigation in relation to this Agreement unless it has first invited the chief executive of the other party to meet with its own chief executive for the purpose of endeavoring to resolve the dispute on mutually acceptable terms. Any dispute arising under this Agreement which cannot be settled by negotiation between the parties or their respective representatives shall be submitted to mediation before commencing any litigation. Either party may initiate mediation by giving written notice to the other party. The parties shall continue to perform their obligations under the Agreement as far as possible as if no dispute had arisen pending the final settlement of any matter referred to mediation. Nothing in this clause shall preclude either party from taking immediate steps to seek urgent equitable relief before a Philippine Court.