WinkeyHR Terms & Conditions

These Website and SaaS Terms & Conditions ("Terms") govern access to and use of the WinkeyHR website, customer portal, software platform, dashboards, mobile or web applications, APIs, integrations, support channels, implementation services, documentation, content and related services supplied by 12-M Enterprise ("WinkeyHR", "we", "us" or "our").

These Terms are the master online terms for WinkeyHR unless an executed Order Form, SaaS Subscription Agreement or other written agreement states that a different document or order of precedence applies.

If you access or use WinkeyHR on behalf of a company, school, university, healthcare facility, partnership, sole proprietorship, charity, government entity or other organisation, you confirm that you have authority to bind that organisation to these Terms. References to "Customer", "you" and "your" include that organisation and its authorised users.

You accept these Terms by: a. visiting or using the WinkeyHR website; b. clicking to accept or agree to these Terms; c. signing an Order Form, proposal, quotation, subscription agreement or implementation document that incorporates these Terms; d. creating or activating an account; e. paying an invoice for the Services; or f. accessing or using any part of the Services.

If you do not agree to these Terms, you must not access or use WinkeyHR.

These Terms should be read together with any applicable: a. Order Form; b. quotation or commercial proposal; c. WinkeyHR SaaS Subscription Agreement; d. service or module schedule; e. implementation or onboarding plan; f. support plan; g. acceptable use policy; h. data processing agreement; i. Privacy Policy; and j. other document expressly incorporated into the Customer's subscription.

If there is an inconsistency, the following order of precedence applies unless a signed document expressly states otherwise: 1. the executed Order Form; 2. the executed WinkeyHR SaaS Subscription Agreement or bespoke contract; 3. any service-specific, module-specific or data-processing terms; 4. these Terms; and 5. the WinkeyHR Privacy Policy, website information, FAQs and marketing materials.

A Privacy Policy governs privacy disclosures and does not override commercial, subscription, liability, payment or termination terms.

WinkeyHR is a cloud-based human resources and payroll platform designed to help organisations manage workforce and employment-related processes.

Depending on the Customer's subscription, available modules may include: a. employee records and employee lifecycle management; b. recruitment, applications and candidate management; c. attendance, shifts and time management; d. leave requests, approvals and leave balances; e. payroll setup, payroll inputs and payroll processing; f. payroll approvals and maker-checker controls; g. employee salaries, allowances, deductions and benefits; h. statutory payroll configuration; i. payroll runs, payroll reports and payslips; j. expenses and approval workflows; k. performance management; l. meetings and workplace communication; m. audit and compliance features; n. accounting integrations and payroll journal exports; o. dashboards, analytics and reports; p. mobile or employee self-service access; and q. other modules introduced from time to time.

The exact modules, limits, implementation services, integrations, users, companies, facilities, locations, storage, support and pricing included in a subscription are stated in the applicable Order Form or commercial document.

We may release updates, security improvements, interface changes, new features, integrations, patches and product improvements. We may modify or discontinue a feature where reasonably necessary for security, legal, technical or commercial reasons.

You must be legally capable of entering into a binding agreement under applicable law.

You must provide accurate and current registration, billing, organisation and contact information and promptly update it when it changes.

You are responsible for: a. all activity carried out through your account and authorised-user accounts; b. deciding which users should receive access; c. assigning appropriate roles and permissions; d. immediately removing access for former or unauthorised personnel; e. maintaining the confidentiality of login credentials; f. enabling available security controls; and g. informing us promptly of suspected unauthorised access or misuse.

Credentials must not be shared except where WinkeyHR expressly supports a shared kiosk, terminal or device workflow.

Subject to these Terms and payment of applicable fees, we grant the Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the subscription term to access and use WinkeyHR for its internal operations.

Subscriptions may be priced or limited by: a. company; b. facility or location; c. employee count; d. user count; e. module; f. transaction or usage level; g. messaging or email credits; h. integration; i. storage; or j. another commercial unit stated in the Order Form.

Trials, pilots, demonstrations, proofs of concept, beta access and promotional access may be subject to separate restrictions and may be withdrawn at any time.

Unless expressly agreed otherwise, trial and beta Services are provided without a service-level commitment and may contain incomplete, unavailable or experimental features.

The Customer must: a. use WinkeyHR only for lawful organisational purposes; b. ensure that employees, contractors, administrators and authorised users comply with these Terms; c. maintain suitable devices, browsers, networks and internet connectivity; d. obtain all rights, notices, consents and lawful authority required for personal and organisational data entered into WinkeyHR; e. verify employee, salary, attendance, leave, deduction, tax and payroll information before relying on it; f. maintain appropriate internal approval, segregation-of-duty and financial control procedures; g. cooperate reasonably with implementation, onboarding, security and support requirements; h. promptly provide accurate information required for billing, implementation, fraud prevention, support and legal compliance; i. retain copies of reports, approvals, filings, payroll exports and records required for its own tax, legal, audit or business-continuity obligations; and j. ensure that only properly authorised persons approve, finalise, issue, export or post payroll and accounting information.

You must not, and must not allow another person to: a. use WinkeyHR in breach of law, regulation, court order, sanction or third-party rights; b. reverse engineer, decompile, disassemble, copy, modify or attempt to discover non-public source code or APIs except where such restriction is prohibited by law; c. probe, scan, test or exploit any vulnerability without our prior written authorisation; d. bypass roles, permissions, company boundaries, facility boundaries, subscription limits or security controls; e. interfere with the integrity, availability, performance or security of the Services; f. introduce malware, malicious code or harmful content; g. upload unlawful, defamatory, fraudulent, misleading or infringing material; h. use WinkeyHR to build a competing product or publish benchmark results without prior written consent; i. use another organisation's, employee's or user's account without authority; j. access payroll, salary, banking, identity or employee information without a valid organisational purpose and permission; k. resell, rent, bureau, white-label or commercially exploit the Services for third parties without written permission; or l. use integrations to transmit information to an external system without proper authority and review.

Where implementation, configuration, migration, data import, training or professional services are included, they will be delivered according to the applicable scope, assumptions and implementation plan.

The Customer is responsible for timely decisions, approvals, access to relevant personnel, accurate source data and reasonable cooperation.

Additional work resulting from incomplete data, poor-quality data, change requests, delayed approvals or Customer-side dependencies may result in additional fees, revised timelines or changes to scope.

Unless a formal service-level agreement is executed, support is provided on a reasonable-efforts basis through our published support channels.

Scheduled maintenance, emergency maintenance, security updates and third-party service interruptions may temporarily affect availability.

WinkeyHR may connect to or rely on third-party providers, including: a. cloud hosting and database providers; b. authentication providers; c. email and messaging providers; d. payment providers; e. analytics and monitoring providers; f. biometric, attendance or device providers; g. file-storage providers; h. accounting platforms such as QuickBooks Online; i. banking or payment-related integrations; and j. other authorised business systems.

Third-party services are governed by the relevant provider's terms, policies, availability and pricing.

Where a Customer connects QuickBooks Online or another accounting provider, the Customer authorises WinkeyHR to access, synchronise and transmit the data required to perform the selected integration functions.

The Customer is responsible for: a. maintaining its third-party subscription and account; b. selecting the correct third-party organisation or company; c. reviewing the chart of accounts; d. reviewing payroll-to-account mappings; e. reviewing journal entries before posting; f. confirming that accounting treatment is correct; and g. ensuring that the connecting user has authority to authorise the integration.

WinkeyHR does not calculate payroll inside QuickBooks or another accounting platform. WinkeyHR transmits approved accounting results based on the Customer's selected configuration.

We are not responsible for third-party outages, pricing changes, data loss or security incidents attributable to third-party services except where liability cannot lawfully be excluded.

We may suspend an integration where provider access changes, the integration creates a security or legal risk, or continued support becomes impractical.

As between the parties, the Customer retains ownership of Customer Data.

The Customer grants us and our authorised subprocessors a limited right to host, copy, process, transmit, display, back up and otherwise use Customer Data to: a. provide and operate WinkeyHR; b. authenticate users and enforce permissions; c. process authorised HR and payroll workflows; d. generate reports and payslips; e. provide integrations requested by the Customer; f. secure, maintain and support the Services; g. investigate errors, abuse, fraud or security incidents; h. comply with law; and i. enforce our contractual rights.

The Customer remains responsible for the accuracy, quality, legality and integrity of Customer Data.

WinkeyHR may process personal data including: a. names and contact information; b. employee numbers and employment information; c. dates of birth and identification information; d. tax and social-security identifiers; e. salary, allowance, deduction and payroll information; f. bank or payment details; g. attendance, shift and leave information; h. recruitment applications and supporting documents; i. performance, disciplinary or workplace records where used; j. user-account and activity information; and k. technical, security and audit information.

Where the Customer determines why and how employee, applicant or workforce data is processed, the Customer generally acts as the data controller and 12-M Enterprise generally acts as a processor or service provider.

We may act as a controller for account management, billing, enquiries, platform security, legal compliance, fraud prevention and our own business administration.

Each party must comply with applicable privacy and data-protection laws.

Our Privacy Policy explains how we process personal data in our own capacity. Where required, the parties may enter into a separate data processing agreement.

We use reasonable technical and organisational safeguards designed to protect Customer Data against unauthorised access, loss, alteration, destruction or disclosure.

Security measures may include: a. authentication and role-based access; b. company and facility separation; c. encryption in transit; d. encryption or protected storage for selected credentials and secrets; e. logging and monitoring; f. database access controls; g. backup and recovery procedures; and h. security updates.

No system can be guaranteed to be completely secure or continuously available. We do not guarantee that all cyberattacks, vulnerabilities, interruptions or data-loss events can be prevented.

The Customer must promptly report suspected account compromise, unauthorised access or security incidents.

Customer Data may be processed or stored in countries other than the Customer's country where our hosting providers, subprocessors, integration providers or support providers operate.

Where required by applicable law, we will use appropriate contractual, technical and organisational safeguards for cross-border processing.

The Customer is responsible for providing required workforce notices or obtaining required permissions for cross-border processing where the Customer acts as data controller.

We may retain Customer Data during the active subscription and for a reasonable period after termination for: a. backup integrity; b. legal or regulatory compliance; c. fraud prevention; d. security; e. audit; f. dispute resolution; and g. enforcement of contractual rights.

Where commercially available, the Customer may request a data export before termination or within a stated post-termination period, subject to payment of outstanding fees and reasonable export or transition charges.

After the applicable retention or export period, we may delete or anonymise Customer Data unless longer retention is required by law or justified for security, audit or dispute purposes.

WinkeyHR may provide payroll localisation profiles, tax configurations, statutory components, pension components, deductions, employer contributions and country-specific terminology.

The Customer remains responsible for confirming that: a. the correct country and payroll localisation profile are selected; b. tax bands, statutory rates, ceilings and effective dates are current; c. employee tax and social-security information is accurate; d. payroll inputs and salary information are complete; e. payroll reports and statutory outputs are reviewed; f. required filings and payments are submitted to the relevant authority; and g. local professional advice is obtained where necessary.

WinkeyHR is a payroll-processing tool and does not replace professional tax, legal, accounting or employment advice.

The Customer must review and approve every payroll run before finalisation, payment, filing or accounting export.

WinkeyHR may provide approval, rejection, finalisation, locking and segregation-of-duty controls.

The Customer is responsible for assigning suitable roles and authorised approvers.

Where maker-checker controls prevent the same user from submitting and approving a payroll run, the Customer must assign a separate authorised approver.

The Customer must not attempt to bypass approval or security controls.

WinkeyHR may generate, issue, revoke, reissue, display, download or deliver payslips based on finalised payroll information.

The Customer is responsible for: a. confirming payslip information before issuance; b. ensuring only authorised users issue or revoke payslips; c. maintaining accurate employee email and identity information; d. handling employee queries or corrections; and e. complying with applicable requirements concerning payroll records and employee communications.

Revoking a payslip restricts access but does not erase the underlying payroll record or legally required audit information.

The Customer must pay all subscription fees, implementation fees, usage fees, messaging fees, email fees, integration fees, training fees, support fees and other charges stated in the applicable commercial documents.

Unless stated otherwise: a. fees are payable in the currency shown on the invoice or Order Form; b. fees exclude applicable taxes, duties, withholding, transaction charges and bank fees; c. fees are non-refundable except where required by law or agreed in writing; and d. the Customer must maintain a valid payment method where automatic payment is used.

If payment is overdue, we may suspend access after reasonable notice and may recover lawful collection costs and interest up to the maximum amount permitted by applicable law.

We may change pricing for future renewals, new subscriptions or added modules by providing reasonable notice.

Quotes, proposals, scopes and Order Forms are subject to these Terms unless expressly stated otherwise.

A commercial document may be accepted by: a. handwritten signature; b. electronic signature; c. click acceptance; d. email confirmation; e. payment of an invoice; f. commencement of onboarding; or g. conduct clearly indicating acceptance.

We may rely on instructions from the Customer's nominated administrator, billing contact, implementation contact or authorised representative until the Customer provides written notice of a change.

The subscription begins on the commencement date stated in the Order Form, invoice, onboarding confirmation or other commercial document.

The subscription continues for the agreed initial term.

Unless the Order Form states otherwise, a subscription may renew for successive periods unless either party provides at least 30 days' written notice of non-renewal before the end of the current term.

Where the Customer's commercial arrangement uses manual renewal rather than automatic renewal, access will continue only after the applicable renewal is accepted and paid.

We may suspend or restrict access where we reasonably believe: a. there is a security threat or account compromise; b. the Customer has materially breached these Terms; c. fees are overdue; d. the Services are being abused; e. continued access creates material legal, technical or security risk; f. suspension is required by law or a third-party provider; or g. Customer activity threatens another customer or the platform.

Where reasonably possible, we will notify the Customer and provide an opportunity to resolve the issue.

Either party may terminate for a material breach that is not remedied within 14 days after written notice, unless the breach cannot be remedied or requires immediate action.

We may terminate immediately where the Customer: a. becomes insolvent or ceases business; b. commits fraud; c. materially misuses the Services; d. provides materially false information; e. repeatedly breaches these Terms; or f. creates serious legal, security or reputational risk.

The Customer may terminate according to its Order Form or by giving the required non-renewal notice.

On termination or expiry: a. access rights end; b. authorised users must stop using the Services; c. outstanding fees and accrued obligations remain payable; d. integration access may be disconnected; e. the Customer may request an available export within the permitted period; and f. Customer Data may later be deleted or anonymised according to our retention practices.

Termination does not affect rights or liabilities accrued before termination.

Provisions concerning fees, confidentiality, data retention, intellectual property, liability, indemnities, disputes and governing law survive where appropriate.

We and our licensors own all rights, title and interest in: a. WinkeyHR software; b. source and object code; c. APIs and integrations; d. workflows and interfaces; e. documentation and training materials; f. templates, reports and designs; g. analytics and product know-how; h. trademarks and branding; and i. improvements and derivative materials, excluding Customer Data and third-party materials.

No ownership rights are transferred to the Customer.

If the Customer provides suggestions, ideas, requests or other feedback about WinkeyHR, we may use it without restriction or payment, provided that we do not disclose the Customer's confidential information or identify the Customer without permission.

Each party must protect confidential information received from the other and use it only for purposes connected with the Services.

Confidential information may be disclosed to employees, contractors, advisers, affiliates and subprocessors who need to know it and are subject to suitable confidentiality obligations.

Confidential information does not include information that: a. is publicly available without breach; b. was already lawfully known; c. is lawfully received from another source without restriction; or d. is independently developed without use of the confidential information.

Disclosure required by law is permitted, with prior notice where legally allowed.

We warrant that we will provide the Services with reasonable care and skill.

Except for that warranty and rights that cannot lawfully be excluded, WinkeyHR is provided on an "as available" and "as is" basis.

We do not warrant that the Services will: a. be uninterrupted or completely error-free; b. meet every Customer workflow; c. be compatible with every third-party product; d. prevent every security event; e. identify every inaccurate payroll input; or f. replace professional legal, tax, accounting or employment advice.

The Customer is responsible for its employment decisions, payroll approvals, tax treatment, statutory compliance, accounting mappings, payment instructions and reliance on reports.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive or consequential loss, including loss of profits, revenue, goodwill, business opportunity or anticipated savings.

Subject to liability that cannot lawfully be excluded, our total aggregate liability arising from the Services is limited to the total fees paid or payable by the Customer for the affected Services during the 12 months before the event giving rise to the claim.

The Customer indemnifies us and our personnel against third-party claims, losses, damages, costs and expenses arising from: a. the Customer's breach of these Terms; b. unlawful or unauthorised use of WinkeyHR; c. Customer Data or materials supplied by the Customer; d. infringement caused by Customer Data or instructions; e. failure to obtain required rights, notices or consents; or f. payroll, employment, payment, filing or accounting decisions made by the Customer.

We will not publicly use the Customer's name, trademarks or logo in marketing, customer lists or case studies without prior written consent.

This does not prevent us from privately identifying the Customer where required for support, billing, integrations, legal compliance or service delivery.

We may update these Terms from time to time.

Updated Terms take effect on the stated effective date.

Where changes are material, we will use reasonable efforts to notify Customers by email, website notice, in-app notice or another appropriate method.

Changes will not override fixed terms in an executed agreement for a current prepaid term unless that agreement permits the change or the Customer agrees.

You consent to receive notices, invoices, reminders, support communications, legal notices and other communications electronically.

Notices to us should be sent to: info@12mapp.com

We may send notices to the email address associated with the Customer's account or publish notices through the platform where reasonably likely to come to the Customer's attention.

Before starting court proceedings, a party must provide written notice summarising the dispute and requested remedy.

Senior representatives must attempt in good faith to resolve the dispute within 30 days.

If unresolved, the parties should attempt mediation in Ghana before commencing litigation, unless urgent interim relief is reasonably required.

Each party bears its own negotiation and mediation costs, with mediator and venue costs shared equally unless otherwise agreed.

These Terms are governed by the laws of the Republic of Ghana.

Subject to the dispute-resolution clause, the courts of Ghana have exclusive jurisdiction over disputes arising from these Terms, the website or the Services.

Entire agreement: These Terms and incorporated documents form the entire agreement regarding their subject matter, replacing earlier discussions except in cases of fraud or an expressly surviving written confidentiality agreement.

Assignment: The Customer may not assign these Terms without our prior written consent. We may assign them to an affiliate or as part of a merger, restructuring, sale or transfer of our business or assets.

Subcontracting: We may use affiliates, contractors, hosting providers and subprocessors to perform parts of the Services while remaining responsible for our contractual obligations.

Force majeure: Neither party is liable for delay or failure caused by events outside its reasonable control, including internet or power outages, labour disputes, epidemics, government action, cyber incidents, transport disruption or supplier and communications-network failures.

Severability: If a provision is invalid or unenforceable, it will be read down or severed to the minimum extent necessary, and the remaining provisions continue.

Waiver: Failure or delay in exercising a right is not a waiver.

Relationship: Nothing in these Terms creates a partnership, joint venture, fiduciary duty, agency or employment relationship between the parties.

12-M Enterprise Platform: WinkeyHR Website: https://winkeyhr.com Support and legal email: info@12mapp.com

By clicking "I agree", signing an Order Form, creating an account, paying an invoice or accessing or using WinkeyHR, you confirm that you have read, understood and agree to these Website and SaaS Terms & Conditions, the WinkeyHR Privacy Policy and any applicable Order Form or Subscription Agreement.