Effective Date:
7 Apr 2025
These Terms of Service ("Terms") are entered into by and between AYP Group ("AYP," "we," "our," or"us") and the client entity or individual ("Client," "you,"or "your") who accesses and uses AYP’s Employer of Record("EOR") / Professional Employer Organisation ("PEO") andPayroll Outsourcing Management ("POM") services (collectively, the"Services"). These Terms govern your use of the Services and are binding upon acceptance.
1.1 For the purposes of these Terms, the following terms shall have the meanings ascribed below:
2.1 These Terms, together with any Sales Agreements and policies referenced herein (collectively, the "Agreement"), set forth the terms and conditions under which AYP provides the Services. If there is any conflict between these Terms and the Sales Agreement, the Sales Agreement will control.
3.1 To use the Services, Client must be legally capable of entering into binding contracts and, if registering on behalf of an entity, have the authority to bind that entity to these Terms. Upon registration, Client agrees to provide accurate and complete information and to maintain the confidentiality of its account credentials.
4.1 AYP offers:
(a) Employer of Record (EOR) / Professional Employer Organisation (PEO): AYP serves as the legal employer for Client’s workers in designated jurisdictions, handling employment contracts, local compliance, payroll, and statutory contributions.
(b) Payroll Outsourcing Management (POM): AYP administers payroll and related tax filings for Client’s employees as an outsourced payroll provider.
4.2 Client understands and agrees that the exact scope of the Services will be detailed in the applicable Sales Agreement.
5.1 The specific terms governing the delivery of the Services, including pricing, payment terms, and jurisdictional obligations, will be detailed inSales Agreements executed between AYP and the Client. Sales Agreements are incorporated by reference into these Terms.
6.1 Client shall:
7.1 Client agrees to pay all fees as set forth in the applicable SalesAgreement. Invoices are due in full within the payment terms stated. Late payments are subject to interest at 2% per month or the maximum rate permitted by law. AYP reserves the right to suspend or terminate Services for unpaid invoices.
8.1 Client shall not:
9.1 All intellectual property rights in the Services, including software, documentation, and related materials, remain the exclusive property of AYP or its licensors. Nothing in these Terms grants Client any right to use AYP’s trademarks, service marks, or proprietary materials without prior written consent.
10.1 Each party agrees to maintain the confidentiality of non-public information disclosed by the other party that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information. This obligation shall continue for five (5) years after the termination of this Agreement.
11.1 AYP will process personal data in accordance with applicable data protection laws, including but not limited to the Personal Data Protection Act (PDPA) where applicable. Our collection, use, and disclosure of personal data is governed by our Privacy Policy, available at AYP Group Privacy Policy.
12.1 Client agrees to indemnify, defend, and hold harmless AYP, its affiliates, officers, and employees from any third-party claims, liabilities, damages, and costs arising from Client’s:
13.1 AYP makes no warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose. The Services are provided "as is" and "as available."
14.1 To the fullest extent permitted by law, AYP will not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or data, even if advised of the possibility. AYP’s aggregate liability under these Terms shall not exceed the total fees paid by Client in the six (6) months preceding the event giving rise to liability.
15.1 These Terms are effective upon Client’s acceptance and remain in effect until terminated. Either party may terminate with written notice as specified in the Sales Agreement. Upon termination, Client shall pay all outstanding fees, and all provisions which by their nature should survive shall remain in effect.
16.1. You agree that any signature or other electronic symbol or process attached to any document between you and AYP or you and another user with the intent to sign, authenticate or accept the terms of any contract, or other document and any contract formation or record-keeping through electronic means on the Services will have the same legal validity and enforceability as a manually executed signature or use of a paper-based record keeping system to the fullest extent permitted by applicable law, including any relevant electronic transactions laws, and you hereby waive any objection to the contrary.
16.2. You consent to us providing notices to you under these Terms electronically and understand that this consent has the same legal effect as a physical signature.
16.3. We may provide notices regarding activity and alerts electronically through your account or email provided to us by you. These notices may include alerts related to the Services, payment and these Terms through your account or via email and you agree that they will be considered received 24 hours after they are sent. You understand that you may not use the Platform and/or Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your account.
16.4. You are responsible for receiving notices. Contact us immediately via email via the local support emails if you are or believe you are having problems receiving notices.
17.1 From time to time, the Platform and/or (parts of the) Services may be unavailable for periods of time for maintenance and/or modifications to thePlatform. We will endeavour to keep maintenance down time as brief as possible.However, we cannot guarantee that the Platform and/or Services will be available to you, and we will not be liable to you for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of your use of thePlatform and/or Services.
18.1 You may not hold us liable for any interruption of the Platform and/orServices due to any act of God; blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other case beyond our voluntary control preventing the normal provision of the Services to you.
19.1 This Agreement shall be governed by the laws of Singapore, without regard to conflict of law provisions. Any disputes shall be resolved by arbitration in accordance with the rules of the Singapore International Arbitration Centre(SIAC), and the arbitration shall be conducted in English.
20.1 These Terms constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements. No waiver of any term shall be deemed a waiver of any other term. If any provision is found to be unenforceable, the remaining provisions will remain in full force and effect.
21.1 For questions or notices, please contact:
AYP Group
Website: www.ayp-group.com
1.1 Scope of EOR Services: The Company will provide EOR Services to the Client as specified in this Agreement and the Sales Agreement. The Company serves as the legal employer of the Assigned Employees while they provide services to the Client.
1.2 Employment Responsibilities: The Company will handle:
1.3 Insurance: The Company will maintain all required insurance coverage, including employer liability insurance, as required by applicable laws.
1.4 Client Policies: The Company will require Assigned Employees to comply with Client's policies and guidelines (provided these comply with applicable laws and the Company's internal policies) while providing services to Client.
The Client agrees to:
The Company will ensure Assigned Employees execute confidentiality agreement covering Client's Confidential Information.
4.1 Prior Engagement Indemnification: Client will indemnify the Company against claims from Assigned Employees relating to any engagement with Client prior to their engagement with the Company.
4.2 Permanent Local Establishment: Client acknowledges that any permanent local establishment risk or liability in the service location is exclusivelyClient's responsibility. Client will indemnify the Company against any such risk or liability.
4.3 Employment Law Indemnification: The Company will indemnify Client against claims arising from the Company's failure to comply with applicable employment laws regarding Assigned Employees.
5.1 Termination of AssignedEmployees: When terminating an Assigned Employee’s services, the Client must provide the Company with prior written notice of its intention to terminate, allowing the Company sufficient time to advise on the lawful method of termination in accordance with applicable laws and the terms of the AssignedEmployee’s employment contract. The Client must provide written notice to theCompany that matches the Assigned Employee’s contractual notice period. TheClient is obligated to follow the termination process as advised by the Company and shall bear all associated costs arising from the termination, including but not limited to notice pay, severance, compensation in lieu of notice, and any statutory or contractual entitlements.
5.2 Termination of EOR Service: When terminating the entire EOR service, the Client must provide written notice in accordance with the notice periods specified in each Assigned Employee’s employment contract. The Client acknowledges that all employee terminations under the EOR arrangement must comply with applicable local labour laws and regulations, and may be subject to mandatory severance payments, accrued benefits, or other statutory obligations. The Client shall be responsible for all costs and liabilities arising from such terminations and must adhere to the termination procedures advised by the Company.
6.1 All fees, payment terms, and commercial arrangements for EOR services shall be as specified in the Sales Agreement between the Client and theCompany.
1.1 Scope of POM Services: The Company will provide POM Services as specified in the Sales Agreement.
1.2 Additional Services: Any service not specified in the Sales Agreement requires a separate agreement and additional fees.
1.3 Service Limitations: The Company will inform the Client if it is unable to provide the POM Services for any reason during the engagement.
2.1 Set-up Fee: Client shall pay a one-time non-refundable Set-up Fee as specified in the Sales Agreement. Standard Set-up includes requirement gathering, onboarding templates, system configuration & implementation, and data migration.
2.2 Additional Services Fee: Client shall pay for any additional ad-hoc services not listed in the Sales Agreement at rates agreed upon by both parties.
2.3 Additional Fees Due to Regulatory Changes: If changes to local laws or regulations generate additional expenses for the Company, such costs shall be reimbursed by Client, limited to the amount of additional cost imposed on the Company. The Company will provide supporting documentation upon written request.
3.1 Compliance with Service Calendar: The Client agrees that failure to comply with obligations in any service calendar may result in additional fees for affected Services.
3.2 Additional Costs: Client is liable for additional costs and losses arising from Client's failure to comply with its obligations under thisAgreement.
4.1 Local Law Compliance: Current and future provisions of local law, collective labour agreements, and tax legislation in the service location shall be applied and included in all invoices issued to Client.
5.1 Terminate POM Service: The Client may terminate the POM service with60 days' written notice. The Company will continue to provide payroll services and ensure compliance until the termination date.
