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Customer Terms of Service
Last Updated May 31, 2026
Naspro Terms of Service
Your agreement with Naspro
These Terms of Service set out the terms by which Naspro provides your organisation with access to our global HR, payroll, and talent platform. Please read these carefully before using our services.
General Terms
These General Terms apply to all Services offered under this Agreement unless stated otherwise. Service-specific terms take precedence over the General Terms only where they directly conflict.
About Us
We're Naspro, a group of companies established in countries around the world and a web platform (Platform) that makes it possible for You to easily access and manage global talent.
The Terms
These Terms of Service (Terms) set out the terms by which Naspro provides the legal entities listed on your account and any of your Affiliates (Customer, You or Your) with the Services detailed below and access to the Platform. By agreeing to these Terms, You are entering into separate, legally binding agreements with:
- If Your address is in the United States, Naspro Technology, Inc. (a Delaware company), and its Affiliate(s) providing You Services or invoicing You directly (We, Us, Our, or Naspro);
- If Your address is outside the United States, Naspro International B.V. and its Affiliate(s) providing You Services or invoicing You directly (We, Us, Our, or Naspro).
- An Affiliate means a company that directly or indirectly controls, is controlled by, is under common control with, or is otherwise in the same group of entities as a party.
Authority to act
You represent and warrant that any individual(s) or legal entities creating or operating Your account have the authority to bind You and take actions on Your behalf.
Updates
Naspro will notify You of any changes to these Terms, which may be necessary to make updates to the Services or to prevent abuse or harm. If You continue to use any Services 30 days after notice of update, You agree to the updated Terms. We will notify You if immediate updates are needed for legal or compliance purposes.
Our Services
You are responsible for selecting Naspro as the provider of the following Services and adhering to the applicable Service terms:
- Employment Services, where Naspro engages individuals to provide You services (Employees),
- Contractor Management Services, where Naspro helps You onboard and pay invoices for individuals You directly engage to provide You services (Contractors),
- Contractor Management Plus Services, where Naspro provides you with agreements that protect against misclassification of Your Contractors,
- Contractor of Record, where You contract with Naspro for certain services and deliverables to be completed via individuals engaged by Naspro (Subcontractors),
- Payroll Services, where Naspro facilitates the processing of Your employees' payroll (Payroll Employees),
- Human Resource Information System (HRIS), where You use Naspro's Platform to manage individuals You engage directly or via Naspro's other Services,
- Naspro Recruit, where You can source, track, and gain insights into global talent,
- Ask an Expert Services, where You can access one-on-one, general guidance sessions with Our internal subject-matter specialists on employment-related topics,
- Background Check Services, where You can obtain background checks for Your Service Providers,
- Equity Management, where You can access tools and information to manage equity awards for Employees,
- Perform, where You can streamline Your employee development and review process via the Naspro Platform,
- Naspro Survey, where You can create, distribute, and analyze surveys,
- Additional services You may use on the Platform.
Platform
These Services and additional services or requirements to use any Naspro services will be managed through the Platform. Actions taken by You and information entered by You on the Platform are binding. So that We can improve Your experience, We may update the features, requirements, and offerings of Our Services.
Relationship
The relationship between You and Naspro is of independent contractors and is commercial in nature. Nothing contained herein shall be considered to create a joint venture, partnership, employment, principal-agent, or labour relationship between You and (a) Naspro, (b) Naspro's Affiliates, (c) Naspro's Employees or (d) Naspro's contractors or subcontractors.
Precedence
The General Terms shall apply to all Services offered under these Terms (unless stated otherwise). Service-specific terms (Service Terms), terms agreed to via the Platform, and Local Terms (incorporated herein by reference) take precedence over the General Terms only where they directly conflict. Terms agreed to via an Order Form and the Order Form Terms and Conditions take precedence over the General Terms and relevant Service Terms where they directly conflict. Your use of the Platform is subject to the Naspro Platform Terms of Use (Terms of Use), which is incorporated into these Terms by reference.
1. Our Services
1.1 Our obligations. As part of Our obligations, We agree to:
- Comply with all laws, including all tax, labour, and employment laws applicable to Our provision of the Services to You under the relevant Service Terms,
- Follow Your reasonable instructions and requests for the provision of Services under these Terms.
- Provide You with information and reasonable assistance, when relevant, to support You in performing Your obligations.
1.2 Your obligations. You agree to:
- Not prejudice Our ability to comply with Our obligations under these Terms,
- Cooperate and promptly provide Us with true, accurate, and complete information and documents to allow Us to provide You Services, including updating Naspro immediately if the working relationship between You and a Service Provider changes,
- Not violate laws applicable to Your jurisdiction and the jurisdiction where Services are provided.
1.3 Third Parties
If You make any of Our Services or Service Providers available to any of Your clients, customers, or other third parties, You are responsible for ensuring that such Third Parties are aware of the Terms under which We provide the Services, any applicable Fees, and any acts and omissions of the Third Party as if they were Your own.
1.4 Naspro Content
We may provide data, insights, analytics and other information, including information on global employment laws, on the Platform (Naspro Content). Naspro Content does not constitute legal or HR advice. You may use Naspro Content for Your own internal business purposes. We make no warranties or guarantees regarding the accuracy, timeliness, or completeness of Naspro Content. Naspro Content may not be shared or distributed to third parties without Our prior written consent.
2. Fees and Payment Terms
2.1 Fees and Taxes
Fees payable by You for Our Services may include a flat, recurring fee exclusive of Tax and any applicable discounts (Service Fees), applicable reserves, and any other amounts specified in the Service Terms or detailed via the Platform or an Order Form (Fees). All Fees shall be paid in full without set-off, counterclaim, deduction or withholding of any kind.
2.2 Changes in Service Fees
We may increase Service Fees each year and will provide You with at least 30 days' notice in writing. The increase will not apply if You choose to terminate the relevant Services in those 30 days.
2.3 Invoices
Payment for invoices is due within 14 days of receipt, unless specified otherwise in the relevant Service Terms.
2.4 Late Fees
If any Fees are not paid by their due dates (Late Fees), Naspro may charge interest on the unpaid amounts at 0.1% per day or the maximum fee permitted by law, whichever is lower.
2.5 Reserves
Naspro may require You to pay a reserve or provide a standby letter of credit or other form of guarantee to provide You Services. Naspro may offset any Fees owed or amounts due with payments or reserves.
3. Confidentiality and Data Protection
3.1 Confidential Information
Confidential Information is all information relating to You or Us, and Our businesses, products, finances, and affairs, in any media or form, that is marked as confidential or would reasonably be considered confidential.
3.2 Obligations
- Maintain the confidentiality of any Confidential Information shared by You or Us,
- Not disclose to any third party, copy, or modify Confidential Information without the owner's prior written consent, and
- Disclose Confidential Information only as necessary to comply with applicable laws or to exercise rights and perform obligations under these Terms.
3.4 Data Protection
You and We will both comply with the requirements of all applicable data protection legislation and the Data Processing Addendum (DPA) set out in these Terms.
4. Intellectual Property
4.1 Our Intellectual Property
We and Our licensors own, and will continue to own, all Intellectual Property Rights in and to: (i) all works, materials, data, processes, software, information, and other items created, owned, licensed, or developed by or on behalf of Naspro; and (ii) the Platform, including any new or amended versions that We develop (together, Naspro Materials). We grant You a non-exclusive right to use the Naspro Materials solely to the extent necessary to allow You to use the Services.
4.2 Your Materials
You grant Us a non-exclusive right to use the data, information, or materials You provide to Us (Your Materials) solely to the extent necessary to provide You with the Services. You warrant that You have full authority and all necessary rights and licences to allow Naspro to use Your Materials, and that Naspro's use of Your Materials does not and will not infringe any third party's Intellectual Property Rights.
5. Indemnities
5.1 Our indemnities
We will indemnify, defend, and hold harmless You and Your employees, agents, directors, officers, and representatives against any third party claims to the extent they are due to: (a) a breach of Naspro's obligations, warranties, or responsibilities under these Terms, and (b) Your or a Service Provider's permitted use of the Naspro Materials
5.2 Your indemnities
You and Your Affiliates will indemnify, defend, and hold harmless Us and Our employees, agents, directors, officers, and representatives against any third party claims to the extent they are due to: (a) a breach of Your obligations, warranties, or responsibilities under these Terms, and (b) Our or a Service Provider's permitted use of Your Materials.
6. Liability
6.2 Exclusions
6.3 Limitation on Liability
Except for any Fees, Your failure to pay Us any amounts owed, or Your violation of Our Platform's Prohibited Uses, each party's aggregate liability in a Contract Year under these Terms is limited to the total amount of Service Fees paid for the relevant Service in that Contract Year (the General Cap). For Indemnities or breaches of Confidentiality or Intellectual Property provisions, each party's aggregate liability is limited to five times (5x) the total amount of Service Fees paid for the relevant Service in that Contract Year (the Super Cap).
7. Term and Termination
7.1 Duration
These Terms will commence on the date You agree to the Terms on Our Platform (Effective Date) and will continue for 12 months (Initial Term). After the Initial Term, these Terms will automatically renew for additional 12-month periods.
7.2 Termination
You or We may terminate these Terms or a Service at any time by providing at least 30 days' prior written notice. Immediate termination is available upon material breach uncured within 15 days, insolvency, or accrued Late Fees.
7.3 Survival
Any provisions intended to remain in force after termination will continue, including: obligations until all Services are concluded, obligations to pay any Fees owed, and confidentiality obligations.
8. Other Important Terms
8.1 Entire Agreement
These Terms are the entire agreement between You and Us.
8.2 Marketing
We may publish Your name and logo on Our website as Our customer unless You notify Us otherwise in writing
8.3 Force Majeure
We will not be liable or in breach of these Terms for any delays or failures in Our performance that result from an event beyond Our reasonable control.
8.4 No Waiver
No delay or failure to exercise any right or remedy available under these Terms will prevent the future exercise of any such right or remedy.
8.5 Dispute Resolution
Except for disputes regarding non-payment of Fees, if a dispute arises that cannot be resolved within 30 days, We and You will attempt to settle it through ICC mediation within 90 days. If unresolved, settlement shall be via ICC arbitration, in English, by a single arbitrator.
8.6 Governing Law
Disputes for Unpaid Fees brought in the United States are governed by the laws of the State of California. All other disputes under these Terms are governed by the laws of England and Wales.
Employment Services
Through Our Employment Services, We, as the Employer, engage and employ individuals to provide You services (Employees).
1.1 Our obligations
- Confirming that an Employee has the right to work in the relevant jurisdiction,
- Managing payroll and benefits (including paying Employees' salaries, applicable taxes, and withholdings),
- Hiring and onboarding onto the Platform,
- Managing absences and time off requests,
- Managing disciplinary issues, and
- Terminating Employees.
1.2 Your obligations
- Provide Us accurate information to allow Us to provide You Employment Services (including paid time off, holiday balances, hours worked, overtime, and sick leave),
- Ensure that Employees have the professional licenses, credentials, and qualifications required to provide You services,
- Ensure that Employees' working environments meet applicable occupational health and safety requirements, and
- Not enter into any agreement with an Employee that is in breach of these Terms.
1.3 Terminating or Changing Employment Services
You acknowledge that We, as the Employer, will implement any changes to Employment Agreements or Employment Services and take any administrative actions concerning Employees at Our sole discretion. You must notify Naspro in advance via the Platform and provide Us with the relevant information. You may not inform Employees of changes without Naspro's prior consent.
1.4 Employment Claims
As the Employer, We will conduct the defence and settlement of any claims, actions, lawsuits, concerns, allegations, grievances, inspections, investigations, or regulatory matters against Us in connection with Employment Services. We will take reasonable steps to consult with You on any defence, response, settlement, or compromise.
1.5 Employment Fees
Fees payable by You for Employment Services will include:
- Our Management Fee, the flat monthly Service Fee charged per Employee,
- All salaries, bonuses, incentives, taxes, levies, benefits (such as disability, sick leave, life insurance, pension, severance, and paid time off), along with any other costs paid in connection with Employment Services
- Contractor Management Plus Services, where Naspro provides you with agreements that protect against misclassification of Your Contractors,
- Any applicable discounts.
2. Intellectual Property
Each Naspro Affiliate providing You with Employment Services hereby immediately transfers and assigns to You all Intellectual Property Rights in any Works to the extent permitted by law. Works means ALL works or materials created or developed by Employees selected by You that are owned by (or transferred to) Naspro under Naspro's corresponding Employment Agreements.
3. Liability
Contractor Management Services
Our Contractor Management Services allow You to onboard and pay invoices for individuals You directly engage to provide You services (Contractors).
1.1 Our obligations
- Onboard Your Contractors and carry out an identity verification,
- Allow You to upload Your own agreement or execute one of Our local agreements with Your Contractors through the Platform, and
- Process Your payments to Contractors.
1.2 Your obligations
- Ensuring that a Contractor's information on the Platform is accurate,
- Ensuring that a Contractor has the right to work in their jurisdiction,
- Selecting and executing the contract between You and Your Contractors,
- Reviewing and approving any invoices,
- Any applicable direct or indirect taxes or costs and fees, and
- Handling all problems arising from an invoice or contract directly with the Contractor.
1.3 Acknowledgement
Contractors are not employees or contractors of Naspro. We are not a party to any agreements between You and Your Contractors, and You agree not to inform or allow Contractors to believe otherwise. The performance of Contractors under any agreements, and any disputes or claims arising from any agreements, are solely Your responsibility.
1.4 Contractor Management Fees
As the Employer, We will conduct the defence and settlement of any claims, actions, lawsuits, concerns, allegations, grievances, inspections, investigations, or regulatory matters against Us in connection with Employment Services. We will take reasonable steps to consult with You on any defence, response, settlement, or compromise.
- A monthly Service Fee charged for each Contractor (Contractor Management Subscription Fee),
- Any Contractor invoices approved by You on the Platform (compiled in a Transaction Receipt), and
- Any other fees charged in connection with Contractor Management Services.
Contractor Management Plus Services
Our Contractor Management Plus Services allow You to contract with and pay Contractors from around the world using Our Platform and Contractor Services Agreement (CSA), which includes standard Terms and Conditions tailored for each Contractor's jurisdiction and a Statement of Work.
1. Warranty
1.1 Our Service Warranty
- Provide You with a CSA to use with each Contractor that is in compliance with applicable laws governing worker classification, and
- Update the CSA as necessary to comply with applicable worker classification laws.
1.2 Your Warranty
- Execute Our jurisdiction-specific CSA with each Contractor,
- Execute any updates to the Statement of Work as needed to accurately reflect the services, and
- Execute any updates to the CSA with Your Contractors to maintain compliance with applicable laws or regulations.
2. Indemnities
2.1 Our indemnities
In addition to Our indemnities under the General Terms, We will indemnify You for civil losses if a third party of competent legal authority classifies a Contractor as Your employee (Misclassification), to the extent due to a breach of Our Service Warranty.
3. Liability for Misclassification
Contractor of Record
For Contractor of Record services (COR), You are contracting with Naspro to provide You with specific services and deliverables specified on the Platform. As part of COR, Naspro may engage with one or more Subcontractors to complete the Services and Deliverables via a Contractor Services Agreement (CSA).
1. Relationship and Control
1.1 Our responsibilities
- Provide a worker classification assessment based on the information You enter in the Platform, and
- Handle administrative actions involving Subcontractors, including onboarding, issuing stop work orders, updates to the statement of work, and terminating services.
1.2 Your responsibilities
While utilising COR You will NOT treat Naspro or any of its Subcontractors as an agent or employee of Your business, including:
- Providing a Subcontractor benefits such as health insurance or time off,
- Authorising a Subcontractor to supervise Your employees,
- Authorising a Subcontractor to bind You to any agreement or obligation,
- Failing to differentiate a Subcontractor from employees in organisational charts, directories, or similar communication tools, and
- Disciplining Subcontractors or evaluating them under the same review standards applicable to employees.
2. Intellectual Property
Each Naspro Affiliate providing You with COR hereby assigns to You absolutely, with full title guarantee, all current and future Work Products together with all Intellectual Property Rights therein. Work Products means all records, reports, documents, drawings, data, software, algorithms, improvements, works of authorship, and all other materials devised, developed or created by any Subcontractor in connection with the provisions of the Services and Deliverables.
3. Fees
Fees payable by You for COR will include:
- Subcontractor fees for the Services and Deliverables provided to You,
- Our Contractor of Record Fee, equal to the greater of: 15% of Subcontractor fees, or the flat monthly Service Fee charged for each Subcontractor
- Applicable expenses and indirect taxes
4. Liability
Payroll Services
Through Our Payroll Services, Naspro facilitates the processing of Your employees' payroll (Payroll Employees).
1.1 Our obligations
- Onboard Payroll Employees for payroll processing,
- Facilitate payroll and payroll tax transactions upon submission and approval by You,
- Calculate employee payroll and its associated liabilities (including taxes withheld, expenses, and other payroll related costs),
- Process Payroll Employees' time off requests and expenses,
- Generate and transmit payslips to Payroll Employees, and
- Provide additional ad hoc services requested by You at Naspro's discretion.
1.2 Your obligations
- Submit timely, accurate, and complete information required by Us to provide Payroll Services,
- Accurately classify employees (including exempt or non-exempt, full-time or part-time workers),
- Ensure sufficient funds are in Your bank account to satisfy all third-party payment obligations,
- Cancel any other payroll services prior to any official payroll run by Us, and
- Review, approve, and finalise payroll information generated by Us.
Payroll Service Level Agreement
Service Metrics & Goals
| Severity Level | Description | Acknowledgement Response | Goal | Resolution Time | Goal |
|---|---|---|---|---|---|
| Severity 1 (Critical) | Impacts employee net pay, statutory payments, or payroll compliance obligations | < 1 Business day | 99.5% | < 1 Business day | >97% |
| Severity 2 | Updates/inputs that can be processed in next available payroll cycle | < 2 Business days | 95% | < 3 Business days | >95% |
| Severity 3 | Administrative tasks not requiring immediate action | < 2 Business days | 95% | < 5 Business days | >95% |
Service Credit Framework
| Breach Type | Trigger | Credit (per month) |
|---|---|---|
| Accuracy < 99% in payroll payments or tax remittance | One occurrence | 5% of monthly payroll fee |
| Timeliness < 99% for Severity 1 issues | One occurrence | 5% of monthly payroll fee |
| Tax/filing delay that causes financial penalty | One occurrence | 5% of monthly payroll fee |
Cap on Service Credits
The maximum aggregate Service Credits payable by Naspro in any 12-month period shall not exceed 25% of the total annual payroll services fees. Service Credits are the sole and exclusive remedy for any claim related to a Service Level Failure (except in cases of willful misconduct, gross negligence, or fraud).
4. Termination
You or We may terminate these Payroll Services at any time by providing at least 90 days' prior written notice.
Human Resource Information System (HRIS)
Naspro's HRIS allows You to effectively and efficiently manage Service Providers via the Naspro Platform.
1.1 Our obligations
- Managing human resource tasks (such as time off requests, time tracking, and expense management),
- Managing data, and
- Facilitating onboarding and offboarding Service Providers directly engaged by You.
1.2 Electronic Signatures
HRIS may include an e-signature feature for signing documents. The feature is provided for convenience only and does not include Qualified Electronic Signatures (QES) or other legally recognized authentication measures. You are responsible for ensuring compliance with applicable electronic signature laws.
1.3 Acknowledgment
Except as provided explicitly in the Terms, Service Providers are not employees or contractors of Naspro, Naspro is not a party to any agreements between You and these Service Providers, and You agree not to inform or allow these Service Providers to believe otherwise.
2.1 HRIS Fees
- Our HRIS Service Subscription Fee, the flat monthly Service Fee charged per Service Provider, and
- Any other fees charged in connection with HRIS.
3. Liability
Naspro Recruit
Naspro Recruit allows You to source, track, and gain insights into global talent.
1.1 Our obligations
Talent Sourcing with Posted Jobs
- Provide access to Naspro's Recruit network through our job board,
- Enable You to post job openings on the job board via the Platform,
- Provide tools to monitor job posting performance, and
- Deliver data-driven candidate profiles based on job postings.
Application Tracking (ATS)
- Offer You a recruitment process supported by data-driven candidate recommendations, and
- Enable You to move candidates between recruitment stages and export resumes.
Talent Insights
- Talent availability: view the talent pool size by country for specific roles,
- Supply/demand data: leverage up-to-date data to identify market gaps and trends,
- Salary comparisons: compare salaries across locations with real-time data,
- Hiring budget: assess whether the total cost of hiring fits within Your budget, and
- Termination complexity: understand compliance requirements in specific jurisdictions.
1.2 Your Obligations
- Be solely responsible for the content of job postings and ensuring they comply with applicable laws,
- Ensure that job postings do not infringe any third-party intellectual property rights,
- Adhere to all regulatory obligations related to automated hiring practices,
- Not rely solely on AI functionalities or outputs for decision making — all AI-generated recommendations are subject to human oversight and review,
- Be responsible for any employment decision, including candidate selection, hiring, classification, compensation, and termination,
- Not send unsolicited communications to individuals who have opted out, and
- Use Naspro Recruit tools solely for Your internal recruitment purposes.
1.3 Subscription and Fees
You agree that Naspro Recruit is provided on a recurring subscription basis. Subscriptions are billed monthly, in arrears, on the first business day of each month. Your subscription will automatically renew at the end of each billing cycle at Naspro's then-applicable rates, unless You provide notice of cancellation.
- A Recruit plan subscription fee as selected by You on the Platform (Service Fees), and
- Any additional fees for advanced tools or insights, as selected by You on the Platform.
1.4 No Warranty
Naspro Recruit is provided as-is. We make no guarantees regarding the quantity, quality, or accuracy of candidates provided, hiring outcomes, or the accuracy of salary benchmarks, talent supply/demand data, or market insights.
1.5 Exclusion of Liability
Ask an Expert
Naspro's Ask an Expert Services allow You to access one-on-one, general guidance sessions with Our internal subject-matter specialists on employment-related topics.
1.1 Our obligations
- Make available to You the agreed number and duration of one-on-one sessions with Our specialists each month, and
- Provide in these sessions general guidance on employment-related matters, including sick leave, family leave, statutory leave, employee performance, separation, taxation, mobility, employment contracts, and occupational health and safety requirements.
1.2 Your Obligations
- Use the Ask an Expert Services solely for Your internal business purposes,
- Ensure that questions posed relate to employment-related matters within the intended scope, and
- Not disseminate or distribute any information received through Ask an Expert Services without Our prior written consent.
1.3 Acknowledgments
- Ask an Expert Services are provided solely for general informational purposes and do not constitute legal advice, tax advice, immigration advice, or any other regulated professional service,
- We make no warranties or guarantees regarding the accuracy, completeness, reliability, timeliness or applicability of any guidance provided, and
- You remain solely responsible for Your compliance with all applicable laws and regulations.
1.4 Subscription and Fees
You agree that Ask an Expert Services are provided on a recurring subscription basis. Subscriptions are billed monthly, beginning on the first calendar day of each month. Your subscription will automatically renew at the end of each billing cycle at Naspro's then-applicable rates. All fees are non-refundable, and unused sessions will expire at the end of the billing cycle.
2. Liability
Background Check Services
Naspro's Background Check Services allow You to streamline background verification. Naspro obtains background checks from a third party (Background Reports). Naspro cannot verify or guarantee the contents of Background Reports.
1.1 Our obligations
- Receive requests through the Platform whenever You request background checks, in accordance with applicable laws,
- Use reasonable commercial efforts to manage communication and coordinate with Naspro's third-party background check provider, and
- Make the background check results, including applicable Background Reports, available to You.
1.2 Your Obligations
- Provide any details requested through the Platform to submit a request for background check.
- Use Background Check Services solely for lawful purposes,
- Use background check results solely for evaluation purposes, and
- Not freely disseminate background check results.
2.1 Background Check Fees
- Our Background Check Fee, the flat one-time fee charged per background check request We facilitate for You, and
- Any other fees charged in connection with Background Check Services.
- You remain solely responsible for Your compliance with all applicable laws and regulations.
3. Liability
Equity Management
Equity Management allows You to access tools and information to manage equity awards (Equity Awards) for Employees.
1.1 Our obligations
- Provide You access to country-specific information on local tax and reporting obligations related to Equity Awards granted to Employees, and
- Ensure compliance, as Employer, with Our legal, tax, and reporting obligations related to the Equity Awards of Employees.
1.2 Your Obligations
- Disclose any past or future Equity Awards made to Employees,
- Immediately disclose any exercise or settlement of Equity Awards by Employees, and
- Be responsible for the accuracy and completeness of any information provided to Us.
1.3 Acknowledgment
The information provided in Equity Management is for informational purposes only and does not constitute legal, tax, accounting, or financial advice. You remain responsible for ensuring compliance with any legal, tax, and reporting obligations and administering Your own equity plans.
1.4 Equity Admin Fees
Equity Admin Fees will apply to all Employees that have received an Equity Award. If You do not respect Your obligation to disclose any past or future Equity Award within 30 days, a one-off fee of 500 USD per grant made less than 1 year ago and 1,000 USD per grant made more than 1 year ago will be applied.
Perform
Naspro's Perform allows You to streamline Your employee development and review process via the Naspro Platform.
1.1 Our obligations
- Performance review cycles with customizable assessment frameworks,
- Feedback tools for continuous improvement, and
- A private space for Your Service Providers to document their professional growth and achievements.
2.1 Perform Fees
- Perform Subscription Fee, the flat monthly Service Fee charged per Service Provider, and
- Any other fees charged in connection with Perform.
3. Liability
Naspro Survey
Naspro Survey allows You to create, distribute, and analyze Service Provider surveys, including onboarding, engagement, and exit surveys.
1.1 Our obligations
- Survey templates and customizable forms,
- Integrations with third-party messaging tools,
- Automated distribution, and
- Analytics dashboard.
1.2 Your Obligations
You are solely responsible for the content of surveys created and distributed using Naspro Survey, including any free-text questions or fields that may request identifying information.
2.1 Naspro Survey Fees
- Our Naspro Survey Subscription Fee, the flat monthly Service Fee charged per Service Provider, and
- Any other fees charged in connection with the provision of Naspro Survey.
3. Liability
PEO Service Terms
These PEO Service Terms set out the terms by which Naspro Professional Services, Inc. (PEO) agrees to provide customer (Customer) with certain professional employer organization services (PEO Services). These PEO Service Terms form part of the Terms of Service, and will take precedence over the General Terms only where they conflict.
2. Scope of PEO Services
2.1 Covered Employees
These PEO Service Terms apply only for Customer's employees for whom PEO has accepted all necessary documents and information, and PEO has received all necessary payroll information, for the period that PEO Services are provided to Customer's employees (Covered Employees). PEO Services shall not apply to employees living or working outside of the United States, contractors or subcontractors.
3. Our Obligations
- 3.1 Payroll Administration: Process payroll payments for Covered Employees in accordance with applicable law and these PEO Service Terms,
- 3.2 Payroll Taxes: Withhold, report, and remit federal, state and local payroll taxes including unemployment insurance contributions,
- 3.3 Employee Benefits: Offer employee benefits to eligible Covered Employees through PEO-sponsored plans, and
- 3.4 Workers' Compensation Insurance: Provide workers' compensation insurance coverage for the Covered Employees.
4. Customer Obligations
Customer will :
- Promptly comply with all PEO directives, policies, and requests required to onboard Covered Employees,
- Onboard prospective Covered Employees using PEO's electronic onboarding workflow,
- Provide timely and accurate payroll data at least seven (7) business days prior to the Payroll Pay Date (Payroll Deadline).
- Oversee all aspects of the operation of Customer's business, including safety and Employment Laws compliance,
- Provide notices required by the WARN Act or similar laws requiring layoff notices.
6. Insurance & EPLI
During the Service Term, Customer will maintain comprehensive general liability insurance, Technology Errors and Omissions including Cyber-liability insurance, and professional liability insurance with limits of not less than $1,000,000 per occurrence. PEO will provide Employment Practices Liability Insurance (EPLI) for Covered Employees for claims made and submitted for coverage during the Service Term.
8. Fees
- Our PEO Service Fee, the flat monthly Service Fee charged for each Covered Employee,
- Gross wages and other associated fees (such as taxes, withholdings, insurance),
- Implementation Fee(s) as detailed on the Platform, and
- All costs and expenses incurred in connection with PEO Services.
API Terms
These API Terms govern Your access to and use of Naspro's Application Programming Interface (API). These API Terms are incorporated into the Terms of Service and take precedence over the General Terms only where they conflict.
Access and Use
Naspro grants You a limited, non-exclusive, non-transferable, revocable licence to access and use the API solely to develop, test, and support Your integration with the Platform. You may not sublicence, sell, resell, or otherwise transfer the API or any rights therein.
Restrictions
- Use the API in any manner that exceeds reasonable request volume or constitutes excessive or abusive usage,
- Use the API to develop applications that compete with the Platform or Our Services,
- Reverse engineer, decompile, or disassemble any part of the API, and
- Use the API to transmit any malware, viruses, or other harmful code.
Rate Limits and Availability
Naspro may set and enforce limits on Your API usage. We do not guarantee uninterrupted or error-free availability of the API and may modify, suspend, or discontinue API features at any time with reasonable notice.
Security
You are responsible for maintaining the security of Your API credentials. You must promptly notify Naspro of any unauthorised access or use of Your API credentials or the API.
Liability
Questions about these Terms ?
If you have any questions about these Terms of Service, please contact us atlegal@nasprocloud.com. These Terms are governed by the laws of England and Wales, except for disputes regarding Unpaid Fees brought in the United States, which are governed by the laws of the State of California.