Terms of Service

These Terms of Service ("Terms") govern your access to and use of the TimePally platform, including our web dashboard, Android attendance application, APIs, and all related services (collectively, the "Service"), operated by TimePally Ltd ("TimePally", "we", "our", "us"), a company registered in Nigeria.

By registering an account, accessing, or using the Service, you ("Organisation", "Administrator", "User") agree to be bound by these Terms. If you do not agree, you must not use the Service.

If you are accepting these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

2.1 Eligibility To use TimePally, you must:

• Be a registered business or legally recognised entity, or an authorised representative thereof • Be at least 18 years of age • Have the legal authority to enter into binding agreements on behalf of your organisation • Provide accurate, current, and complete information during registration

2.2 Account Responsibility You are responsible for:

• Maintaining the confidentiality of your login credentials • All activity that occurs under your account • Promptly notifying us at support@timepally.com if you suspect unauthorised access • Ensuring that all Administrators added to your account are authorised to act on your behalf

TimePally will not be liable for any loss resulting from unauthorised use of your account where you have failed to maintain the security of your credentials.

2.3 Accurate Information You agree to provide and maintain accurate registration information. TimePally reserves the right to suspend or terminate accounts where false or misleading information is provided.

3.1 Free Trial New organisations may access the Service free of charge for a defined trial period ("Trial"). The duration of the Trial will be communicated at the time of registration.

3.2 Trial Limitations During the Trial:

• Full platform features are available unless otherwise stated • No payment is required • Trial data is retained and accessible upon conversion to a paid Subscription

3.3 Trial Expiry Upon expiry of the Trial, access to the Service will be restricted until a Subscription is purchased. Trial data will not be deleted upon expiry. TimePally reserves the right to modify or discontinue the Trial offering at any time.

4.1 Subscription Plans Access to the full Service requires a paid Subscription. Subscription pricing, features, and duration are as published on our website or agreed upon at the time of purchase.

4.2 Subscription Period Subscriptions are purchased for a fixed period (minimum 1 month, maximum 12 months). There is no automatic renewal. Organisations are responsible for renewing their Subscription before expiry.

4.3 Payment • Payment is due at the time of Subscription purchase or renewal • Accepted payment methods will be communicated at checkout • All fees are quoted in the currency displayed at the time of purchase • Invoices and payment confirmations will be sent to the registered Administrator email

4.4 No Automatic Billing TimePally does not automatically charge your payment method upon Subscription expiry. You will receive advance notice of upcoming expiry and must initiate renewal manually.

4.5 Taxes Prices quoted are exclusive of applicable taxes unless stated otherwise. You are responsible for any applicable taxes, levies, or duties imposed on your Subscription.

4.6 Refunds All Subscription fees are non-refundable except:

• Where required by applicable Nigerian consumer protection law • Where TimePally has materially failed to deliver the Service as described, and the issue cannot be resolved within a reasonable timeframe • At TimePally's sole discretion in exceptional circumstances

Refund requests must be submitted to support@timepally.com within 7 days of payment.

4.7 Disputes If you believe you have been incorrectly charged, contact us at support@timepally.com within 30 days of the charge. We will investigate and respond within 10 business days.

5.1 Grace Period Upon Subscription expiry, a grace period of 7 days is granted during which:

• Existing attendance data remains accessible • New attendance capture may be limited or restricted • Dashboard access may be reduced to read-only

5.2 Account Lock If the Subscription is not renewed before the end of the grace period:

• The account will be locked • The Android Attendance Device will be deactivated • New attendance cannot be recorded

5.3 Data Preservation Locking an account does not result in deletion of attendance data or member records. All data is preserved and fully restored upon Subscription renewal.

5.4 Reactivation To reactivate a locked account, renew your Subscription via the dashboard or contact support@timepally.com. Reactivation is effective immediately upon payment confirmation.

6.1 Permitted Use You may use the Service solely for lawful workforce attendance management purposes in accordance with these Terms.

6.2 Prohibited Use You must not:

• Use the Service for any unlawful, fraudulent, or unauthorised purpose • Use TimePally to surveil, profile, or monitor individuals outside of legitimate attendance management • Attempt to reverse engineer, decompile, or extract source code from the Service • Interfere with or disrupt the integrity, performance, or security of the Service • Upload or transmit malicious code, viruses, or harmful software • Attempt to gain unauthorised access to any part of the Service or another organisation's data • Use the Service to process data of individuals without a lawful basis and appropriate consent • Resell, sublicense, or redistribute the Service without prior written authorisation from TimePally • Use automated tools (bots, scrapers) to access the Service without written permission

6.3 Consequences of Misuse TimePally reserves the right to suspend or terminate your account immediately, without notice or refund, if you breach these acceptable use provisions.

7.1 Device Registration Attendance Devices must be registered and authorised through the TimePally dashboard before use. Each device is cryptographically bound to your account.

7.2 Device Responsibility The Organisation is responsible for:

• The physical security of all registered Attendance Devices • Ensuring devices are used only for authorised attendance purposes • Reporting lost, stolen, or compromised devices to TimePally immediately

7.3 Offline Operation Attendance Devices are designed to operate offline and synchronise data when connectivity is restored. TimePally is not liable for data loss resulting from device damage, theft, or failure to synchronise.

7.4 Device Deactivation TimePally reserves the right to remotely deactivate an Attendance Device if:

• The associated Subscription has expired beyond the grace period • The device is suspected to be compromised or used fraudulently • The Organisation requests deactivation

8.1 Organisation Obligation The Organisation, as data controller, is solely responsible for:

• Informing members that facial recognition technology is used for attendance • Obtaining valid, documented, informed consent from each member before enrolling their biometric data • Maintaining records of consent for the duration of employment • Providing a lawful alternative attendance method where an member withholds or withdraws consent

8.2 TimePally's Role TimePally processes biometric data strictly as a data processor on behalf of the Organisation. We do not use biometric data for any purpose other than attendance verification.

8.3 Indemnity for Non-Compliance The Organisation agrees to indemnify and hold TimePally harmless from any claims, penalties, fines, or liabilities arising from the Organisation's failure to obtain proper consent or comply with applicable biometric data laws.

9.1 Your Data All attendance records, member data, and organisational data ("Your Data") remain the property of your Organisation. TimePally does not claim ownership over Your Data.

9.2 Licence to Process By using the Service, you grant TimePally a limited, non-exclusive licence to process, store, and transmit Your Data solely for the purpose of providing the Service to you.

9.3 TimePally Intellectual Property All rights in the TimePally platform — including software, algorithms, branding, design, logos, and documentation — are owned by TimePally Ltd or its licensors. Nothing in these Terms transfers any intellectual property rights to you.

You may not copy, reproduce, modify, distribute, or create derivative works from any part of the Service without our prior written consent.

9.4 Feedback If you provide feedback, suggestions, or ideas about the Service, you grant TimePally a perpetual, royalty-free licence to use such feedback without obligation or compensation to you.

Each party agrees to keep the other's confidential information private and not to disclose it to third parties without prior written consent, except as required by law. This obligation survives termination of these Terms.

TimePally will treat Your Data as confidential and will not access it except as necessary to provide the Service, respond to support requests, or as required by law.

11.1 Uptime TimePally aims to provide reliable, high-availability service but does not guarantee uninterrupted access. Scheduled maintenance will be communicated in advance where possible.

11.2 Support Technical support is available via:

• Email: support@timepally.com • Live Chat: Available during business hours (Monday–Friday, 8am–6pm WAT)

11.3 Service Modifications TimePally reserves the right to modify, update, or discontinue features of the Service at any time. We will provide reasonable notice of significant changes that materially affect your use of the Service.

12.1 Termination by Organisation You may close your account at any time by contacting support@timepally.com. Upon closure:

• Your Subscription will not be refunded for any unused period • Your data will be retained for 90 days, after which it will be permanently deleted • You may request an export of Your Data before account closure

12.2 Termination by TimePally TimePally may suspend or terminate your account immediately if:

• You breach these Terms • You engage in fraudulent, abusive, or illegal activity • You fail to pay Subscription fees beyond the grace period • We are required to do so by law

Where termination is not due to your breach, TimePally will provide at least 14 days' notice and a pro-rated refund where applicable.

12.3 Effect of Termination Upon termination:

• Access to the Service ceases immediately • Attendance Devices are deactivated • Data is retained for 90 days to allow export, then permanently deleted • Obligations of confidentiality and indemnity survive termination

13.1 Our Warranty TimePally warrants that it will provide the Service with reasonable care and skill, and in accordance with these Terms.

13.2 Disclaimer To the maximum extent permitted by law, the Service is provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to:

• Fitness for a particular purpose • Uninterrupted or error-free operation • Accuracy or completeness of attendance data • Compatibility with all devices or networks

TimePally does not warrant that the Service will meet your specific requirements beyond what is described in our documentation.

To the maximum extent permitted by applicable law, TimePally's total liability to you for any claim arising out of or related to these Terms or the Service shall not exceed the total Subscription fees paid by you in the 3 months preceding the claim.

TimePally shall not be liable for:

• Loss of profits, revenue, or business opportunities • Loss or corruption of data • Indirect, incidental, consequential, or punitive damages • Damages resulting from your failure to maintain device security • Damages resulting from third-party service provider failures • Any liability arising from the Organisation's failure to obtain biometric consent

Nothing in these Terms excludes liability for fraud, gross negligence, or any other liability that cannot be excluded by Nigerian law.

You agree to indemnify, defend, and hold harmless TimePally Ltd, its officers, directors, members, and agents from any claims, damages, losses, penalties, or expenses (including reasonable legal fees) arising from:

• Your use of the Service in violation of these Terms • Your violation of any applicable law or regulation • Your failure to obtain proper member consent for biometric data collection • Any third-party claim relating to Your Data • Any misuse of Attendance Devices under your account

16.1 Governing Law These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

16.2 Dispute Resolution In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation for a period of 30 days.

If the dispute cannot be resolved by negotiation, it shall be submitted to the jurisdiction of the courts of Abuja, Nigeria.

16.3 No Class Actions You agree to resolve disputes with TimePally on an individual basis and waive any right to bring or participate in class action proceedings.

TimePally shall not be liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including but not limited to: acts of God, natural disasters, government action, internet or power outages, strikes, or third-party service provider failures. We will notify you as soon as reasonably practicable and resume normal service as quickly as possible.

TimePally may update these Terms from time to time.

• For minor changes, we will update the "Last Updated" date at the top of this document • For material changes, we will notify Administrators by email at least 14 days before the changes take effect • Continued use of the Service after the effective date constitutes acceptance of the revised Terms

If you do not agree to the revised Terms, you must stop using the Service and may close your account.

19.1 Entire Agreement These Terms, together with our Privacy Policy, constitute the entire agreement between you and TimePally regarding the Service and supersede all prior agreements.

19.2 Severability If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

19.3 Waiver Failure by TimePally to enforce any provision of these Terms shall not constitute a waiver of our right to enforce it in the future.

19.4 Assignment You may not assign or transfer your rights or obligations under these Terms without our prior written consent. TimePally may assign its rights and obligations in connection with a merger, acquisition, or sale of assets, with notice to you.

19.5 No Partnership Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and TimePally.

For any questions, notices, or concerns regarding these Terms: