SmartHR Terms and Conditions

1. Definitions

  • SCS / Smart City Systems: Smart City Systems Software Services FZCO
  • Customer: The entity or individual subscribing to or using the software services.
  • SaaS Application: Cloud-based HR software provided by SCS.
  • On-premise Application: HR software hosted on customer premises.
  • Managed Services: Optional services for payroll, compliance, and administrative support.

2. License Grant

  • Non-exclusive, non-transferable license for internal HR operations.
  • Limited to employee/user count as per subscription.

3. Subscription & Payment

  • SCS reserves the right to revise the subscription or service fees for SmartHR at its sole discretion due to changes in market conditions, cost of service delivery, third-party service fees, regulatory changes, inflation, or enhancements made to the product. Any such change shall be communicated to the Customer at least 45 days in advance of the effective date of the revised pricing. Updated pricing will apply upon the next renewal of the subscription or applicable billing cycle. If the Customer does not agree to the revised fees, they may choose to terminate the subscription before the renewal date without penalty. Continued use of the software beyond the renewal date constitutes acceptance of the revised pricing. 
  • SaaS subscriptions billed monthly/annually as per selected plan.
  • On-Premise AMC billed annually; late payments beyond 30 days may suspend service.
  • Managed Services billed monthly per active employees.
  • Customer is responsible to make sure the renewal of subscription is done prior to expiry.

4. Term & Termination

  • 30–60 days written notice by either party to terminate unless otherwise agreed.
  • No refunds on early termination unless specifically agreed.
  • Termination due to breach (e.g. non-payment) allows SCS to suspend services.

5. Data Access & Ownership

  • Customer retains ownership of all uploaded data.
  • Data is exportable in Excel/CSV upon termination. Custom formats would incur additional charge and would be estimated based on the requirement.
  • No API/server/Database access unless explicitly agreed in contract

6. SaaS & On-Premise Delivery Model

  • SmartHR Lite runs on shared infrastructure with isolated databases.
  • Dedicated servers available only when agreed in writing.
  • Customer is responsible for infrastructure and backups for on-premise deployments.
  • SmartHR delivery subject to change; no material degradation in data protection allowed.
  • Refer to https://www.smartcitysystems.com/wp-content/uploads/2024/06/SN_DC_SPEC_2019.pdf

7. Personal Data Protection

  • SCS processes Customer Personal Data solely to perform services.
  • Customer is Data Controller; responsible for consent, compliance and disclosure.
  • Customer must inform SCS of sensitive data or cross-border limitations.

8. Login Access & Security

  • Customer manages user access, training, and secure credential use.
  • SCS may suspend service on abnormal/fraudulent traffic after notice.
  • SCS not liable for breaches caused by credential sharing or negligence.

9. Application and Mobile App Features

  • Some application features may be impacted due to changes in security protocols or browser updates.
  • Mobile features may change based on App Store / Play Store policy.

10. Acceptable Use Policy

  • Customer may not use SmartHR for illegal, abusive or unauthorized activities.
  • SCS may suspend accounts used for spamming, malware, scraping, etc.

11. Audit Rights

  • SCS may audit Customer usage during business hours to ensure compliance with license limits.

12. Support & Maintenance

  • Support per SLA with scheduled updates outside business hours.

13. Data Breach Notification & Limitation

  • SCS will notify Customer within 48 hours of confirmed data breaches.
  • Notification includes scope, type of data, and remediation.
  • No liability for breaches due to Customer negligence or third-party services.

14. Intellectual Property

  • All SmartHR intellectual property remains the sole property of SCS.
  • No license granted except as expressly outlined in this agreement.

15. Force Majeure

  • Neither party is liable for failures due to events beyond reasonable control.
  • If force majeure lasts more than 60 days, either party may terminate agreement.

16. Access to Products & Support

  • Customer will provide necessary system access for support and issue resolution.

17. Confidentiality

  • Each party will keep all disclosed information confidential.
  • Obligations survive termination; data must be destroyed or returned post contract.
  • Exceptions include legal disclosure requirements or prior public knowledge.

18. Disclaimer & Limitation of Liability

  • SCS’s liability shall be limited to resolution of faults during the Term / Subscription Period. SCS does not undertake any liability arising from usage of the Software by Customer. In any event of loss arising from usage of the Software by Customer or services provided to customer, the liability of SCS shall be limited to resolution of faults and providing support services.
  • No liability for indirect or consequential damages.
  • Total liability capped at fees paid over prior 12 months.
  • SCS indemnifies Customer from IP claims by third parties only.

19. Consequential Loss

  • No party is liable for indirect or consequential losses.

20. Compliance & Legal Responsibility

  • Customer responsible for accurate statutory data input and system configurations.
  • SCS will provide updates for major legal or compliance changes upon official notifications.

21. Governing Law

  • Agreement governed under laws of Dubai, DIFC jurisdiction.
  • Disputes resolved via mediation, then arbitration in English per ADR rules.

22. Changes to Terms

  • SCS may update terms with 15 days’ notice via email or platform.
  • Continued use of SmartHR implies acceptance of updated terms.