Terms of Service

For the purposes of these Terms of Service, the following definitions apply:

• Platform:The ExxForce Payroll web application, APIs, and all associated services accessible at payroll.exxforce.com and any subdomains thereof.
• Company / We / Us / Our:ExxForce Technologies Limited, a company incorporated under the laws of the Federal Republic of Nigeria.
• Customer / You / Your:Any organisation, business entity, or individual who registers for, accesses, or uses the Platform under a valid subscription or trial.
• Tenant:A distinct organisational account created on the Platform, identified by a unique subdomain, under which all Customer data and configurations are isolated.
• Authorised User:Any employee, contractor, or agent of the Customer who has been granted access credentials to the Platform by the Customer.
• Personal Data:Any information relating to an identified or identifiable natural person, including but not limited to names, BVN, NIN, salary data, bank details, and biometric data, processed through the Platform.
• Payroll Data:All payroll-related records including salaries, deductions, tax computations, statutory contributions, pay slips, and payment histories.
• Services:Payroll processing, employee records management, tax compliance, employer-of-record (EOR) services, reporting, and any other features made available through the Platform.
• Subscription:The paid licence granted to the Customer to access the Services under a chosen plan as described on the pricing page.
• Confidential Information:All non-public technical, financial, business, or Personal Data disclosed by either party to the other in connection with the Services.

By registering an account, accessing, or using the Platform in any capacity, you confirm that you have read, understood, and agree to be bound by these Terms of Service and all policies incorporated herein by reference, including our Privacy Policy and any supplementary product-specific terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with any part of these Terms, you must not access or use the Platform.

These Terms constitute a legally binding agreement between you and ExxForce Technologies Limited. Where any conflict exists between these Terms and a separately executed Master Services Agreement ("MSA"), the MSA shall take precedence.

Important: Use of the Platform by minors under the age of 18 is strictly prohibited. The Platform is intended solely for professional business use.

To access the Services, the Customer must complete the registration process by providing accurate, complete, and up-to-date information. The Customer is responsible for maintaining the accuracy of all account information and must promptly update any changes.

3.1 Credentials

Each Authorised User must maintain a unique username and a strong password. Sharing of login credentials among multiple individuals is strictly prohibited. You are responsible for all activity conducted under your account credentials, whether authorised or not.

3.2 Multi-Factor Authentication

We strongly recommend enabling multi-factor authentication (MFA) on all accounts. For accounts with administrative or payroll approval privileges, MFA may be enforced by us at our sole discretion without prior notice.

3.3 Breach Notification

You must notify us immediately at support@exxforce.com upon becoming aware of any unauthorised access to, or use of, your account or credentials. We will not be liable for any loss or damage arising from your failure to comply with this obligation.

3.4 Tenant Isolation

Each Customer's data is logically isolated within a dedicated Tenant environment. Customers have no access to data belonging to other Tenants. We implement role-based access controls (RBAC) to restrict data access to Authorised Users with appropriate permissions.

4.1 Subscription Plans

The Platform is offered on subscription plans as described on our pricing page. Plans may vary in features, employee seat limits, and support levels. Access to certain features may be gated by your chosen plan.

4.2 Payment Terms

Subscriptions are billed in advance on a monthly or annual basis depending on the selected billing cycle. All fees are stated in Nigerian Naira (NGN) or United States Dollars (USD) as applicable. Payments are processed via our authorised payment processors and are non-refundable except as expressly stated in our Refund Policy.

4.3 Taxes

All fees are exclusive of applicable taxes (including VAT at the prevailing Nigerian rate). You are responsible for all taxes, levies, or duties imposed by taxing authorities in connection with your use of the Services.

4.4 Overdue Payments

Failure to pay subscription fees by the due date may result in suspension of your account. Accounts suspended for non-payment for more than 30 days may be subject to termination and deletion of associated data in accordance with our data retention policy. We reserve the right to charge interest on overdue amounts at the rate of 2% per month.

4.5 Plan Changes

Upgrades to higher plans take effect immediately and are prorated. Downgrades take effect at the start of the next billing cycle. We reserve the right to modify pricing with at least 30 days' written notice.

5.1 Data Ownership

You retain full ownership of all data you upload, input, or generate through the Platform ("Customer Data"), including all Payroll Data and Personal Data relating to your employees. We do not claim any ownership rights over Customer Data. We process Customer Data solely as a data processor acting on your instructions.

5.2 Our Role Under Data Protection Law

Under the Nigeria Data Protection Act 2023 (NDPA) and the Nigeria Data Protection Regulation (NDPR), you are the Data Controller and we are the Data Processor in respect of your employees' Personal Data. By using the Platform, you warrant that:

• You have a lawful basis for collecting and processing each category of Personal Data you input into the Platform.
• You have obtained all necessary consents and authorisations from your employees as required by applicable law.
• You will fulfil all obligations of a Data Controller under applicable data protection legislation.

5.3 How We Use Customer Data

We use Customer Data exclusively for the following purposes:

• Providing, operating, and improving the Services.
• Generating payroll computations, statutory deductions, and payslips on your instruction.
• Transmitting remittance reports to tax and regulatory authorities where you have authorised us to do so.
• Responding to technical support queries.
• Detecting and preventing fraud, security threats, and policy violations.
• Complying with applicable legal obligations.

We do not sell, rent, or trade your Customer Data or your employees' Personal Data to any third party for marketing or commercial purposes, under any circumstances.

5.4 Aggregate & Anonymised Data

We may generate and use anonymised, aggregated statistical data derived from your usage of the Platform (e.g., industry salary benchmarks, platform performance metrics) provided such data cannot reasonably be used to identify you or any of your employees. This data is used for product improvement and market research.

5.5 Data Security Controls

We implement the following technical and organisational security measures to protect Customer Data:

• Encryption in transit: All data transmitted between your browser and our servers is encrypted using TLS 1.2 or higher.
• Encryption at rest: Sensitive data fields (including salary, tax, and bank details) are encrypted at the database level using AES-256.
• Access controls: Production infrastructure access is restricted to authorised personnel only, with MFA enforced for all administrative access.
• Audit logging: All data access, modification, and deletion events are logged with timestamps and user identity for audit and forensic purposes.
• Penetration testing: We conduct regular third-party security assessments and penetration tests of the Platform.
• Vulnerability management: We operate a responsible disclosure programme and maintain a patch management schedule for critical vulnerabilities.
• Backups: Customer Data is backed up daily with point-in-time recovery capability. Backups are stored in geographically separate, encrypted storage.
• Subprocessor vetting: All third-party subprocessors are contractually bound to data protection obligations consistent with these Terms.

5.6 Data Breach Response

In the event of a confirmed Personal Data breach that is likely to result in a risk to the rights and freedoms of your employees, we will notify you without undue delay and in any event within 72 hours of becoming aware of the breach, as required by the NDPA. Our notification will include the nature of the breach, the categories and approximate number of data subjects affected, likely consequences, and mitigation measures taken or proposed.

You remain solely responsible for notifying your affected employees and the National Information Technology Development Agency (NITDA) or any other competent supervisory authority as required by law.

5.7 Data Retention & Deletion

We retain Customer Data for the duration of your active subscription plus a post-termination retention window of 90 days, during which you may request an export of your data. After this period, all Customer Data will be permanently and irreversibly deleted from our systems, including backups, unless we are legally required to retain certain records for a longer period.

Statutory payroll records (e.g., PAYE filings, pension remittances, pay registers) may be subject to mandatory retention periods under Nigerian law. We will retain such records for the legally required period and then delete them.

5.8 International Data Transfers

Customer Data is primarily stored on servers located within Nigeria or in jurisdictions with adequate data protection standards as recognised by NITDA. Where data must be transferred to a third country, we will implement appropriate safeguards, including standard contractual clauses or binding corporate rules, in compliance with the NDPA.

5.9 Employee Data Subject Rights

Your employees may exercise their rights under the NDPA (including rights of access, rectification, erasure, and objection) by contacting you as Data Controller. You are responsible for responding to such requests. We will assist you in fulfilling your obligations to data subjects by providing the necessary technical capabilities within the Platform.

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You must not:

• Use the Platform to process payroll for ghost employees or to facilitate payroll fraud.
• Input false or misleading salary, tax, or employee data.
• Attempt to gain unauthorised access to any other Tenant's data or to our infrastructure.
• Conduct automated scraping, crawling, or extraction of data from the Platform without our written consent.
• Reverse-engineer, decompile, or disassemble any component of the Platform.
• Upload malware, viruses, or any other malicious code.
• Use the Platform to violate any Nigerian labour law, tax regulation, or pension legislation.
• Circumvent any access controls, rate limits, or security features of the Platform.
• Resell, sublicence, or provide access to the Platform to third parties without our prior written consent.

We reserve the right to immediately suspend or terminate accounts found in violation of this Acceptable Use Policy, without prior notice and without liability.

7.1 Our IP

The Platform, including all software, algorithms, interfaces, trademarks, trade names, logos, documentation, and proprietary methodologies, is and remains the exclusive intellectual property of ExxForce Technologies Limited and its licensors. Nothing in these Terms grants you any right, title, or interest in or to our intellectual property.

7.2 Licence to Use

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your internal business payroll and HR operations during the subscription term.

7.3 Feedback

If you provide suggestions, ideas, or feedback about the Platform, you grant us a perpetual, irrevocable, royalty-free licence to use such feedback for any purpose, including incorporation into the Platform, without obligation or compensation to you.

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by applicable law.

Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice to the disclosing party where legally permissible.

This obligation of confidentiality survives the termination or expiry of these Terms for a period of five (5) years.

9.1 Your Compliance Obligations

You are solely responsible for ensuring that your use of the Platform and all payroll outputs comply with applicable laws and regulations, including but not limited to:

• Personal Income Tax Act (PITA) and PAYE regulations.
• Pension Reform Act and relevant Pension Fund Administrator (PFA) guidelines.
• National Housing Fund Act.
• National Social Insurance Trust Fund Act.
• National Health Insurance Authority Act.
• Industrial Training Fund Act.
• Nigeria Data Protection Act 2023 and the NDPR.
• Labour Act and relevant employment regulations.
• All applicable state and local government levies.

9.2 Our Statutory Engine

We maintain our tax and statutory computation engine based on publicly available Nigerian regulatory guidelines. However, we do not warrant that Platform outputs constitute professional tax, legal, or accounting advice. You should engage qualified Nigerian tax consultants or legal advisors for complex compliance matters.

10.1 Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED SERVICE. We do not warrant that the Platform will be error-free, that defects will be corrected, or that the Platform is free of viruses or other harmful components.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE NIGERIAN LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

10.3 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4 Essential Basis

You acknowledge that the limitations of liability in this section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between us. Without these limitations, we would not be able to provide the Services at the fees charged.

You agree to indemnify, defend, and hold harmless ExxForce Technologies Limited, its officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or relating to:

• Your breach of these Terms.
• Your violation of any applicable law, including data protection or employment law.
• Your employees' or Authorised Users' misuse of the Platform.
• Your failure to obtain lawful authority to process the Personal Data you input into the Platform.
• Any false or inaccurate payroll data you provide.

12.1 Target Uptime

We target a monthly uptime of 99.5%, excluding scheduled maintenance windows. Scheduled maintenance will be communicated at least 48 hours in advance via email or in-app notification and will be scheduled outside Nigerian business hours where practicable.

12.2 Support

Technical support is available via our Help Center and at support@exxforce.com. Response times vary by subscription plan. Support is available Monday to Friday, 8:00 AM – 6:00 PM WAT, excluding Nigerian public holidays.

12.3 Service Modifications

We reserve the right to modify, update, or discontinue any feature of the Platform at any time. For material changes that adversely affect your use of the Services, we will provide at least 30 days' notice.

13.1 Termination by You

You may terminate your subscription at any time through your account settings or by contacting our support team. Termination takes effect at the end of your current billing cycle. No refunds are issued for the remaining unused period of a subscription.

13.2 Termination by Us

We may terminate or suspend your account immediately without notice if: (a) you breach any material provision of these Terms; (b) we are required to do so by law or regulatory authority; (c) we reasonably suspect fraudulent or unlawful activity; or (d) continued provision of the Services creates a security risk.

13.3 Effect of Termination

Upon termination, your right to access the Platform ceases immediately. You will have 90 days to export your Customer Data. After this period, all Customer Data will be deleted permanently. Sections on Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, and Governing Law survive termination.

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

14.2 Informal Resolution

Before initiating formal proceedings, both parties agree to attempt good-faith negotiation to resolve any dispute. Either party must send a written notice describing the dispute and the relief sought. The parties shall have 30 days to resolve the matter informally.

14.3 Arbitration

Any dispute not resolved informally shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act (Cap A18 LFN 2004) or its successor legislation, with a sole arbitrator appointed by mutual agreement or, failing agreement, by the Chairman of the Chartered Institute of Arbitrators (Nigeria Branch). The seat of arbitration shall be Lagos, Nigeria.

14.4 Jurisdiction

Each party irrevocably submits to the exclusive jurisdiction of the courts of Lagos State, Nigeria, for the purpose of enforcing any arbitral award and for any matter not subject to arbitration.

We reserve the right to modify these Terms at any time. We will provide at least 30 days' notice of material changes via email to the account administrator and via a prominent in-app notification. The updated Terms will be published on this page with a revised effective date.

Your continued use of the Platform after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must cease using the Platform and may terminate your subscription in accordance with Section 13.

16.1 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, and any applicable order forms or MSAs, constitute the entire agreement between you and us regarding the Platform and supersede all prior agreements, representations, and understandings.

16.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

16.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

16.5 Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from circumstances beyond their reasonable control, including acts of God, government actions, pandemics, telecommunications failures, or power outages, provided the affected party notifies the other promptly and takes reasonable steps to mitigate the impact.

For questions about these Terms of Service, data processing, or your account, please contact us: