These terms govern your use of WorkforceMS. By using the platform, you agree to be bound by this agreement.
Version: 1.0Effective Date: September 2, 2026
PLEASE READ THESE TERMS CAREFULLY BEFORE USING WORKFORCEMS. BY ACCESSING OR USING THE PLATFORM — WHETHER AS AN ORGANISATION (CLIENT) OR AN INDIVIDUAL END USER — YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT USE THE PLATFORM.
Table of contents
1. Definitions
The following terms have the meanings given below throughout this Agreement:
Term
Meaning
"Agreement"
These Terms of Service, together with any Order Form, subscription plan, or addendum agreed between WorkforceMS and the Client.
"Platform"
The WorkforceMS software-as-a-service product, including the WorkforceMS core HRMS, BlindHire recruitment module, Workforcely LMS/HMO module, and HRMS Attrition Prediction module, whether accessed via web browser or mobile application.
"Client"
The organisation (company, business, or institution) that subscribes to the Platform and is responsible for the conduct of its End Users.
"End User"
Any individual — including employees, line managers, payroll administrators, and HR administrators — who accesses the Platform under a Client account.
"Client Data"
All data, records, and content submitted to or generated within the Platform by or on behalf of the Client, including employee personal data.
"Subscription"
The licence granted to a Client to access and use the Platform during a specified billing period under a chosen plan tier (Starter, Growth, or Scale).
"Documentation"
The technical guides, help articles, and API references published at docs.workforcems.com.
"Intellectual Property"
All patents, copyrights, trademarks, trade secrets, database rights, and other proprietary rights, whether registered or unregistered.
2. Acceptance of Terms
By registering for a WorkforceMS account, clicking "I Agree", or using any part of the Platform, you represent that:
You are at least 18 years of age.
If acting on behalf of an organisation, you have authority to bind that organisation to this Agreement.
You have read, understood, and agree to be bound by these Terms and our Privacy Policy (workforcems.com/privacy).
These Terms form a legally binding contract between you (or your organisation) and WorkforceMS Ltd. If you do not have authority to enter contracts on behalf of your organisation, do not register.
3. The Platform and Services
3.1 Core Services
WorkforceMS provides a cloud-based HR management platform with the following modules, which may be enabled or disabled per the Client's subscription tier:
All modules share a common Supabase backend secured by row-level security. Cross-module data sharing (e.g. employment records passed to the HRMS module for attrition modelling) is performed via a narrow, JWT-authenticated API. No module accesses data beyond what is necessary to deliver its function.
3.3 Platform Updates
WorkforceMS may update, modify, or discontinue features of the Platform at any time. We will provide reasonable notice of material changes that affect Clients' core workflow. Minor updates, bug fixes, and security patches may be deployed without notice.
3.4 Availability
We target 99.5% monthly uptime for the Platform, excluding scheduled maintenance windows. Scheduled maintenance will be communicated via the Platform dashboard at least 24 hours in advance where possible. WorkforceMS does not guarantee uninterrupted access and is not liable for outages caused by third-party infrastructure (including Supabase, Netlify, or internet service providers).
4. Accounts and Access
4.1 Client Registration
To use WorkforceMS, an organisation must register and create a Client account. The organisation must provide accurate, current, and complete information during registration and keep it updated. Each Client is assigned a unique company workspace with an invite code used to onboard End Users.
4.2 End User Accounts
Clients are responsible for inviting End Users to the Platform and for ensuring that each End User's access is appropriate to their role. The Platform enforces role-based access control with the following roles: Super Admin, HR Manager, Line Manager, Payroll Admin, and Employee. Clients must ensure that role assignments reflect actual responsibilities and are reviewed regularly.
4.3 Account Security
You are responsible for maintaining the confidentiality of your login credentials. You must:
Use a strong, unique password and enable multi-factor authentication where offered.
WorkforceMS is not liable for losses resulting from unauthorised access caused by your failure to protect your credentials.
4.4 Staff Limit
Each subscription tier carries a maximum staff count (Starter: 50, Growth: 200, Scale: unlimited). Clients must upgrade their plan before exceeding the applicable limit. WorkforceMS reserves the right to restrict access if a Client materially exceeds its plan limit without upgrading.
5. Subscription, Billing, and Payment
5.1 Subscription Tiers
WorkforceMS offers tiered subscription plans. Current pricing and feature inclusions are published at workforcems.com/pricing. Features available on each tier are subject to change with 30 days' notice.
5.2 Billing
Subscriptions are billed monthly or annually in advance, as selected at checkout. All amounts are stated in Nigerian Naira (₦) unless otherwise agreed. Invoices are issued electronically to the Client's registered email address.
5.3 Payment
Payment is processed via Paystack. By providing payment details, you authorise WorkforceMS to charge the applicable subscription fee on each renewal date. WorkforceMS does not store raw card details — payment data is handled entirely by Paystack and subject to Paystack's terms and PCI-DSS compliance.
5.4 Late Payment
If payment fails or is not received within 10 business days of the due date, WorkforceMS may suspend access to the Platform until the outstanding amount is settled. Accounts suspended for non-payment for more than 60 days may be terminated and Client Data deleted in accordance with Section 13.
5.5 Refunds
Subscription fees are non-refundable except where required by Nigerian consumer protection law, or where WorkforceMS has committed a material breach of this Agreement. If you cancel mid-period, access continues until the end of the paid billing period — no partial refunds are issued.
5.6 Taxes
All fees are exclusive of applicable taxes, including VAT. Clients are responsible for paying any taxes applicable to their subscription in their jurisdiction.
6. Acceptable Use
6.1 Permitted Use
The Platform may be used solely for lawful HR management purposes within the Client's own organisation. Clients and End Users must use the Platform in compliance with all applicable laws, including Nigerian labour law, the Nigeria Data Protection Act 2023, and the Nigeria Data Protection Regulation 2019.
6.2 Prohibited Conduct
You must not:
Use the Platform to process data for any purpose other than legitimate HR management.
Attempt to gain unauthorised access to any part of the Platform, another Client's workspace, or WorkforceMS's infrastructure.
Reverse engineer, decompile, or disassemble any part of the Platform.
Scrape, copy, or extract data from the Platform by automated means without written authorisation.
Upload or transmit malicious code, viruses, or any content designed to disrupt the Platform.
Use BlindHire's anonymisation features to deliberately circumvent lawful equal opportunity obligations.
Submit false, misleading, or fabricated employee records or payroll data.
Resell, sublicense, or otherwise make the Platform available to third parties outside your organisation without prior written consent.
Use the HRMS attrition predictions to make employment decisions without human review — predictions are advisory only.
6.3 Enforcement
WorkforceMS reserves the right to investigate suspected violations and to suspend or terminate access — with or without notice — where a serious violation is confirmed. WorkforceMS may cooperate with law enforcement agencies and regulatory bodies in connection with violations.
7. Client Data
7.1 Ownership
Client Data remains the property of the Client at all times. WorkforceMS does not claim any ownership rights over Client Data.
7.2 Licence to WorkforceMS
By uploading or submitting Client Data to the Platform, you grant WorkforceMS a limited, non-exclusive, royalty-free licence to store, process, and transmit that data solely to the extent necessary to provide the Platform services described in this Agreement. This licence terminates when Client Data is deleted in accordance with Section 13.
7.3 Data Responsibility
The Client, as the Data Controller, is solely responsible for:
The accuracy, legality, and appropriateness of all Client Data submitted to the Platform.
Obtaining any necessary consents from End Users for data processing.
Ensuring that the processing of employee data through the Platform complies with the NDPA 2023, NDPR 2019, and any other applicable law.
Responding to data subject access requests from employees in relation to data the Client controls.
7.4 Data Processing
WorkforceMS acts as a Data Processor on behalf of the Client in respect of employee personal data. Our data processing practices are described in our Privacy Policy and, where applicable, in a separate Data Processing Agreement (DPA) available on request at legal@workforcems.com.
7.5 AI-Processed Data
Certain Platform features use AI and machine learning, including BlindHire's CV screening (powered by third-party LLM inference) and the HRMS attrition model. Client Data processed through these features is:
Used transiently for inference — it is not used to train third-party AI models.
Subject to the same security and access controls as all other Client Data.
Produces outputs (scores, recommendations) that are advisory. The Client remains responsible for all employment decisions.
8. Intellectual Property
8.1 WorkforceMS IP
The Platform — including its software, algorithms, models, design, documentation, and branding — is the exclusive Intellectual Property of WorkforceMS Ltd. Nothing in this Agreement transfers any ownership of WorkforceMS IP to the Client or any End User.
8.2 Licence to Clients
Subject to payment of the applicable subscription fee and compliance with this Agreement, WorkforceMS grants the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform during the Subscription period solely for the Client's internal HR management purposes.
8.3 Feedback
If you submit suggestions, ideas, or feedback about the Platform ("Feedback"), you grant WorkforceMS a perpetual, irrevocable, royalty-free licence to use, reproduce, and incorporate that Feedback into the Platform without any obligation of compensation or attribution to you.
8.4 Restrictions
You must not remove or alter any proprietary notices, copyright statements, or branding displayed on or within the Platform. Unauthorised reproduction of any part of the Platform constitutes infringement of WorkforceMS's Intellectual Property rights.
9. Confidentiality
Each party may receive confidential information of the other party in connection with this Agreement ("Confidential Information"). Each party agrees to:
Keep the other party's Confidential Information strictly confidential.
Use Confidential Information only for the purposes of this Agreement.
Not disclose Confidential Information to any third party without prior written consent, except to employees or contractors who need to know it to fulfil the Agreement and are bound by equivalent confidentiality obligations.
Client Data is the Confidential Information of the Client. The Platform architecture, pricing models, and source code are the Confidential Information of WorkforceMS. These obligations survive termination of this Agreement for a period of 5 years.
10. Third-Party Services
The Platform integrates with and relies on third-party services. By using the Platform, you acknowledge that:
Supabase — database infrastructure and file storage. Supabase's own terms of service govern Supabase's relationship with WorkforceMS.
Paystack — payment processing. Use of Paystack for payroll disbursements is subject to Paystack's terms and acceptable use policy.
Groq / OpenAI — AI inference for BlindHire and HRMS. Third-party AI providers do not retain Client Data beyond the inference request.
Netlify / Vercel — web hosting.
WorkforceMS is not responsible for the availability, accuracy, or terms of any third-party service. We will notify Clients of material changes to key sub-processors where we become aware that such changes may affect the Platform's data handling.
11. Warranties and Disclaimers
11.1 WorkforceMS Warranties
WorkforceMS warrants that:
The Platform will perform materially in accordance with the Documentation during the Subscription period.
WorkforceMS will implement and maintain reasonable security measures to protect Client Data.
WorkforceMS has the right to grant the licences described in this Agreement.
11.2 Client Warranties
The Client warrants that:
It has the legal right to submit all Client Data to the Platform.
Its use of the Platform will comply with all applicable laws.
It will not use the Platform in a way that infringes any third party's rights.
11.3 Disclaimer
EXCEPT AS EXPRESSLY SET OUT IN SECTION 11.1, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WORKFORCEMS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WORKFORCEMS DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM SECURITY VULNERABILITIES. THE HRMS ATTRITION PREDICTIONS AND BLINDHIRE AI SCORES ARE ADVISORY ONLY AND DO NOT CONSTITUTE PROFESSIONAL HR, LEGAL, OR FINANCIAL ADVICE.
12. Limitation of Liability
12.1 Exclusion of Consequential Loss
To the maximum extent permitted by Nigerian law, WorkforceMS shall not be liable for any indirect, incidental, special, punitive, or consequential damages arising out of or related to this Agreement or the use of the Platform, including loss of profits, loss of revenue, loss of data, or business interruption — even if WorkforceMS has been advised of the possibility of such damages.
12.2 Aggregate Cap
WorkforceMS's total aggregate liability to the Client under or in connection with this Agreement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total subscription fees paid by the Client to WorkforceMS in the 12 months immediately preceding the event giving rise to the claim.
12.3 Essential Basis
The Client acknowledges 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 the parties. WorkforceMS would not have entered into this Agreement without these limitations.
12.4 Exceptions
Nothing in this Agreement limits or excludes WorkforceMS's liability for: (a) death or personal injury caused by WorkforceMS's negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under Nigerian law.
13. Term and Termination
13.1 Term
This Agreement commences on the date the Client registers for the Platform and continues until terminated in accordance with this Section.
13.2 Termination by the Client
The Client may cancel its subscription at any time through the Platform's account settings or by emailing billing@workforcems.com. Cancellation takes effect at the end of the current billing period. No refund is issued for the remainder of that period.
13.3 Termination by WorkforceMS
WorkforceMS may terminate this Agreement or suspend access:
Immediately, without notice, for material breach of Section 6 (Acceptable Use) or for non-payment outstanding beyond 60 days.
With 30 days' written notice, for any other reason, including discontinuation of the Platform.
Immediately, if required to do so by law or a competent regulatory authority.
13.4 Effect of Termination
On termination:
The Client's and End Users' access to the Platform will be revoked.
WorkforceMS will retain Client Data for 30 days following termination, during which the Client may request a data export.
After 30 days, Client Data will be permanently deleted from all production systems. Backup copies will be purged within a further 60 days.
Sections that by their nature should survive termination — including 7.1 (Data Ownership), 8.1 (WorkforceMS IP), 9 (Confidentiality), 12 (Limitation of Liability), and 16 (Governing Law) — shall survive.
14. Indemnification
The Client agrees to indemnify, defend, and hold harmless WorkforceMS and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:
The Client's or any End User's violation of this Agreement.
The Client's use of the Platform in a manner not authorised by this Agreement.
Any claim that Client Data infringes a third party's rights.
The Client's failure to comply with applicable data protection law in its capacity as Data Controller.
WorkforceMS will promptly notify the Client of any claim for which indemnification may be sought, and will cooperate reasonably in the defence of that claim.
15. Changes to These Terms
WorkforceMS may update these Terms from time to time. We will notify Clients of material changes by:
Posting the updated Terms at workforcems.com/terms with a revised Effective Date.
Sending an email notification to the Client's registered administrator.
Displaying an in-Platform banner at least 14 days before the change takes effect.
Continued use of the Platform after the new Effective Date constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Platform and cancel your subscription before the effective date.
16. Governing Law and Dispute Resolution
16.1 Governing Law
This Agreement is governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions.
16.2 Dispute Resolution
In the event of a dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute amicably through good-faith negotiation for a period of 30 days from the date one party gives written notice to the other of the dispute.
16.3 Arbitration
If the dispute is not resolved through negotiation within 30 days, it shall be finally settled by binding arbitration administered by the Lagos Court of Arbitration (LCA) in accordance with its Arbitration Rules. The seat of arbitration shall be Lagos, Nigeria. The language of the arbitration shall be English. The arbitral award shall be final and binding on both parties.
16.4 Court Relief
Notwithstanding the above, either party may seek interim injunctive or other equitable relief from a competent court where necessary to prevent irreparable harm, without waiving the right to arbitrate the underlying dispute.
17. General Provisions
17.1 Entire Agreement
This Agreement, together with the Privacy Policy and any Order Form or DPA, constitutes the entire agreement between the parties with respect to the Platform and supersedes all prior negotiations, representations, and agreements.
17.2 Severability
If any provision of this Agreement is found to be invalid or unenforceable by a competent court or arbitrator, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
17.3 Waiver
WorkforceMS's failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision unless acknowledged in writing by WorkforceMS.
17.4 Assignment
The Client may not assign or transfer this Agreement or any rights under it without WorkforceMS's prior written consent. WorkforceMS may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, upon notice to the Client.
17.5 Notices
Legal notices must be sent to legal@workforcems.com (for notices to WorkforceMS) or to the Client's registered administrator email (for notices to the Client). Notices are effective upon delivery.
17.6 Force Majeure
Neither party shall be liable for delays or failure to perform obligations under this Agreement caused by circumstances beyond that party's reasonable control, including acts of God, government actions, natural disasters, internet or power infrastructure failures, or pandemic. The affected party must give prompt written notice and use reasonable efforts to mitigate the impact.
17.7 Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between WorkforceMS and the Client or any End User.
