HR Toolkit - Step 1

Welcome to the HR Toolkit Registration Process

This is only for customers who have received the HR Toolkit at the Service SETA facilitation courses.

If you would like to know more about our HR package feel free to browse our website or visit our contact page to request a demo.

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Terms of Service	Palpay Terms of Service Welcome to Palpay! 1. Your relationship with Palpay 1.1 Your use of Palpay's products, software, services and web sites (referred to collectively as the "Services" in this document and excluding any services provided to you by Palpay under a separate written agreement) is subject to the terms of a legal agreement between you and Palpay. "Palpay" means Palpay Solutions Pty Limited., whose principal place of business is at 6 Alpha Place, Freeway Park, Boksburg, 1459, South Africa. This document explains how the agreement is made up, and sets out some of the terms of that agreement. 1.2 Unless otherwise agreed in writing with Palpay, your agreement with Palpay will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms". 1.3 Your agreement with Palpay will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service. 1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Palpay in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms". 1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service. 2. Accepting the Terms 2.1 In order to use the Services, you must firstly agree to the Terms. You may not use the Services if you do not accept the Terms. 2.2 You can accept the Terms by: (A) clicking to accept or agree to the Terms, where this option is made available to you by Palpay in the user interface for any Service; or (B) by actually using the Services. In this case, you understand and agree that Palpay will treat your use of the Services as acceptance of the Terms from that point onwards. 2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Palpay, or (b) you are a person barred from receiving the Services under the laws of the South Africa or other countries including the country in which you are resident or from which you use the Services. 2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records. 3. Language of the Terms 3.1 Where Palpay has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Palpay. 3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence. 4. Provision of the Services by Palpay 4.1 Palpay is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Palpay provides may change from time to time without prior notice to you. 4.2 As part of this continuing innovation, you acknowledge and agree that Palpay may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Palpay's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Palpay when you stop using the Services. 5. Use of the Services by you 5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Palpay will always be accurate, correct and up to date. 5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from South Africa or other relevant countries). 5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Palpay, unless you have been specifically allowed to do so in a separate agreement with Palpay. 5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). 5.5 Unless you have been specifically permitted to do so in a separate agreement with Palpay, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. 5.6 You agree that you are solely responsible for (and that Palpay has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Palpay may suffer) of any such breach. 6. Your passwords and account security 6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. 6.2 Accordingly, you agree that you will be solely responsible to Palpay for all activities that occur under your account. 6.3 If you become aware of any unauthorised use of your password or of your account, you agree to notify Palpay immediately at www.palpay.co.za 7 License Agreement PRODUCT LICENSE AGREEMENT STANDARD TERMS AND CONDITIONS Made and entered into by and between: PALPAY Solutions (Pty) Limited ("Hereinafter referred to as "The Licensor") A company duly incorporated under the laws of South Africa, having its registered office at Boksburg, with registration number 2000/011889/07 And The Company or Individual Registering the Software "Online" ("Hereinafter referred to as "The Licensee") 1 DEFINITIONS In these terms and conditions, unless clearly inconsistent with or otherwise indicated by the context - 1.1 "Agreement" means the agreement set out in this document and all written appendices, annexure, exhibits or amendments attached to it from time to time as well as the Order, if an Order was placed by The Licensee, and the letter of offer to which these terms and conditions are attached; 1.2 "Anniversary Date" means any anniversary of the Commencement Date; 1.3 "Commencement Date" means the online registration date of the software by the Licensee 1.4 "Confidential Information" means all information of whatever nature, which has been or may be obtained by either of the parties from the other, whether in writing or in electronic form or pursuant to discussions with the parties, or which can be obtained by examination, testing, visual inspection or analysis, including, but not limited in its interpretation to, all secret knowledge, trade secrets, scientific, business or financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, customer lists and information, pricing information, marketing or merchandising systems and plans, computer software, inventions or ideas, analyses, concepts, compilations, instruction manuals, methods, operating processes, marketing and business information generally and any information or material of whatever description or which the proprietor has an interest in being kept confidential; 1.5 "Copyright" means all rights of Copyright whether existing now or in the future in and to the Software including initial drawings, sketches, flow charts and designs relating thereto; 1.6 "CPIX" means the Consumer Price Index that excludes mortgage interest rates in urban and metropolitan areas as published from time to time by the Central Statistical Service or other relevant South African Government Department; 1.7 "Intellectual Property Rights" means all present and future rights in the Software and other rights which may in the future be based thereon, including but not limited to know-how, Copyright, designs, patents and trade marks; 1.8 "Licence" means a non-transferable and non-exclusive right granted to the Licensee to use the Software and to make sufficient copies of the Software for backup purposes; 1.9 "Parties" means both the Licensor and the Licensee; 2 GRANT AND NATURE OF LICENCE The Licensor grants to The Licensee, with effect from the Commencement Date, a personal, non-transferable and non-exclusive licence to use the Software, for its internal business purposes only, on the terms and conditions set out in this Agreement. 2.1 The License granted to the Licensee authorises the Licensee to use the Software until the Agreement is terminated. 2.2 The Licensee shall not have the right to sub-license or transfer the Software in any way, either in whole or in part, to any third party. 2.3 The Licensee shall allow the Licensor, upon reasonable notice, to have access to its premises to confirm the Licensee's compliance with the Agreement. 3 COMMENCEMENTS AND DURATION 3.1 This Agreement shall commence on the Commencement Date. 4 RIGHTS OF USE 4.1 The Licensee may use the Software only on the Designated Systems and only if at least the recommended minimum hardware requirements are met. 4.2 The Licensee shall be entitled to make backup copies of the Software only for The Licensee's own use and security and recovery purposes. 4.3 The Licensee shall ensure that the Software is at all times correctly used in accordance with the Materials and that only authorised and suitably qualified and properly trained persons use the Software. 4.4 The Licensee shall in all correspondence, commercial documents; nameplates and packaging only describe itself as a Licensee of the Licensor. 4.5 The Licensee shall not - 4.5.1 except as provided in clause 5.2, copy, translate, modify, adapt, recompile, disassemble or reverse engineer the Software or the Materials 4.5.2 convert the whole or any part of the Software from object code into source code. 4.5.3 merge or combine the whole or any part of the Software or the Materials with any other computer software or materials without the prior written consent of The Licensor; and 4.5.4 Part with, lend or transfer or make available the use of any part of the Software or the Materials to any other person. 5 TELEPHONIC SUPPORT SERVICES The Licensor shall provide reasonable telephonic support to The Licensee on Business Days between 08h00 and 16h30. 6 LICENCE FEES 6.1 In consideration for the licence granted by The Licensor to The Licensee, The Licensee shall pay to The Licensor: 9.1.2 An annual licence fees, annually in advance, before 1 March of each year thereafter. 6.2 The Licensor shall be entitled in each year to increase the annual licence fees for successive years. Any increase shall be based on the percentage increase in the CPIX as compared to the relevant CPIX for a period of 12 (twelve) months prior to the effective increase. 6.3 If the Agreement terminates at the instance of the Licensee, The Licensee shall not be entitled to any refund of annual licence fees. 6.4 All payments in terms of or arising out of the Agreement shall be made free of set-off, bank exchange, commission or any other deduction. 6.5 All amounts due by one Party to the other will, unless paid on due date; bear interest from the due date to date of payment. Such interests shall be - 6.5.1 calculated at the ruling prime overdraft rate publicly quoted by ABSA Bank Limited from time to time plus 2 % (four per centum). A certificate from any manager of ABSA Bank Limited, whose appointment as such shall not be necessary to prove, shall be prima facie proof of the overdraft rate; and 6.5.2 capitalised monthly in arrears on the balance due. 7 INTELLECTUAL PROPERTY RIGHTS 7.1 The Licensee acknowledges that the Software and all Intellectual Property Rights therein belong exclusively to The Licensor. 7.2 The Licensee acknowledges that any enhancements made to the Software and all Intellectual Property Rights therein, will belong exclusively to the Licensor. 7.3 The Intellectual Property Rights of any development or enhancements to the Software in order to accommodate specific requirements of the Licensee and which has no generic application to the Licensed Product shall vest with the Licensee 7.4 The Licensee shall not during the agreement or at any time after the expiry, cancellation or termination of the Agreement do anything that might bring into question or dispute the ownership of the Software and the Intellectual Property Rights therein. The Licensee will not in any way represent that it has rights of any nature in the Intellectual Property and all use of the Intellectual Property and all goodwill associated with the Intellectual Property will enure to the benefit of the Licensor. 7.5 The Licensee shall ensure that any copy of the Software or the Materials that it makes pursuant to the conclusion of the Agreement shall bear the same copyright and other proprietary notices as those on the original copies supplied by The Licensor to The Licensee and The Licensee shall not alter or obliterate any such notice. 7.6 The Licensee shall notify The Licensor, in writing, as soon as practicable after it becomes aware of any actual, threatened or suspected infringement of the Intellectual Property Rights or any unauthorised use or disclosure of the Software. 7.7 The Licensee acknowledges that all third party software used in association with the Software belongs exclusively to the respective owners. 8 EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY 8.1 The Liability of the Licensor, in respect of any negligence by the Licensor, or as a result of any warranty given to the Licensee will be limited to the Licensor rectifying the malfunction, within a reasonable time, provided that the Licensor is notified timeously of the faulty execution of the Software. 8.2 The warranty shall be of no effect if, without the prior written consent of The Licensor, The Licensee, or its employees, agents, sub-contractors, assignees, representatives or successors – 8.2.1.1 perform(s) or attempt(s) to perform, or allow(s) third parties to perform any of the obligations of The Licensor under the Agreement; or 8.2.1.2 commits or attempts to commit any act or omission, which negatively affects the obligations of The Licensor under the Agreement. 8.3 Any other liability on the part of the Licensor arising from any cause whatsoever is specifically excluded. Without limiting the generality of the afore going, the Licensor shall not be liable for any delay, failure, breakdown, damage or injury caused by: 8.3.1.1 software, programs and support services supplied by or obtained by the Licensee without the consent or knowledge of the Licensor; 8.3.1.2 software or programs modified by the Licensee or any third party not authorised to do so in terms of the Agreement. 8.4 The performance of the software and any updates or changes thereto must be tested and signed off as correct by the Licensee prior to it being implemented. Under no circumstances will either Party be liable to the other Party for loss of profits or for any consequential, indirect, special, punitive or incidental damages, whether foreseeable or unforeseeable, even if the loss or damage arises out of negligence on the part of the Party, its employees, agents or sub-contractors, once the software has been implemented. 8.5 Insofar as any performance by either Party in terms of the Agreement is carried out by any of its employees, agents or sub-contractors, the provisions of clauses 8.3 and 8.4 shall apply as well and they shall each be exempted accordingly. 9 DURATION Subject to these terms and conditions, the Agreement shall commence on the Commencement Date and shall endure indefinitely, provided that – 9.1 The Licensee may terminate the Agreement on any Anniversary Date, by giving 3(three) months written notice to The Licensor; and 9.2 The Licensor may terminate the Agreement on any Anniversary Date by giving 3 (three) months written notice to The Licensee. 10 FORCE MAJEURE 10.1 Neither Party shall have any claim against the other Party ("the Affected Party") for any failure of the Affected Party to carry out any of its obligations under the Agreement as a result of any cause whatsoever which is beyond the reasonable control of the Affected Party and which renders performance impossible. 10.2 The Party affected by the event of force majeure must notify the other Party thereof as soon as the force majeure event begins and again as soon as it ends. Relief from liability for non-performance by reason of the provisions of this clause shall commence on the date upon which the Affected Party gives written notice of the impediment and will terminate upon the date on which the impediment ceases to exist. 10.3 The performance of the obligations of the Affected Party shall, subject to clause 10.4, be suspended for the duration of the force majeure. Upon cessation of the force majeure, the Agreement shall again become fully operative and the Affected Party shall immediately resume its obligations. 10.4 If the suspension of performance continues for more than 30 (thirty) consecutive calendar days, either Party may immediately terminate the Agreement by written notice to the other Party. 11 ARBITRATION AND DISPUTE RESOLUTION 11.1 If the Parties are unable to resolve any dispute resulting from this Agreement by means of joint co-operation or discussion between the individuals directly involved with the execution of this Agreement, within one week after a dispute arises or such extended time period as the Parties may in writing allow, then such a dispute shall be submitted to the most senior executives of the Parties who shall endeavour to resolve this dispute, within 5 (five) Business Days after it having been referred to them. 11.2 Should the dispute not be resolved in the aforesaid manner, it shall be resolved by way of arbitration in accordance with clause 11.3 11.3 The dispute shall be finally resolved in accordance with the rules of AFSA ("the Rules") by an arbitrator or arbitrators appointed by agreement between the Parties. If the Parties cannot agree on the arbitrator within a period of 10 (ten) calendar days, the arbitrator shall be appointed by the Chairperson of AFSA. The decision of the arbitrator shall be final and binding on both parties and there shall be no right of appeal as; 11.4 provided for in article 22 of the Rules. 11.5 Each Party to the Agreement: 11.5.1.1 expressly consents to any arbitration being conducted as a matter of urgency in terms of the Rules; and 11.5.1.2 irrevocably authorises the other to apply, on behalf of all Parties to the dispute, in writing, to the Secretary of AFSA, in terms of article 23(1) of the Rules, for any arbitration to be conducted on an urgent basis. 11.6 The decision or award resulting from the arbitration shall be final and binding on the Parties and may be made an order of court. Each of the Parties submits to the Witwatersrand Local Division of the High Court of South Africa for the purposes of making the arbitrator's award an order of court. 11.7 The arbitration will be held in camera and will be kept confidential by the Parties. 11.8 The provisions of this clause 11 shall survive the termination, expiration or cancellation of the Agreement. 12 INTERIM RELIEF The provisions of clause 11 shall not preclude any Party from access to an appropriate court of law for interim relief in the form of an interdict, mandamus or order for specific performance pending the outcome of the mediation or arbitration in terms of clause 11 or in respect of such mediation or arbitration. 13 GENERAL 13.1 The Agreement constitutes the entire agreement between the Parties. 13.2 No alteration or variation to, or consensual cancellation of the Agreement shall be of any force or effect unless it is recorded in writing and signed by or on behalf of all the Parties to the Agreement. 13.3 No failure, refusal or neglect by a Party to enforce the provisions of the Agreement or to insist upon strict compliance with or performance of the other Party's obligations under this Agreement shall constitute a waiver of such provisions or affect in any way a Party's right to require performance of any such provision at any time in the future, nor shall the waiver of any right arising from any subsequent breach nullify the effectiveness of the provision itself. 13.4 In the event that any of the terms of the Agreement are found to be invalid, unlawful or unenforceable, such terms will be sever able from the remaining provisions, which shall remain of full force and effect. If any invalid term is capable of amendment to render it valid, the Parties agree to negotiate an amendment to remove the invalidity. 13.5 If any conflict arises in respect of the provisions contained in these terms and conditions, the provisions contained in these terms and conditions shall take precedence. 23.7 Each Party acknowledges that it does not enter into the Agreement on the basis of and does not rely on any representation, warranty or other provision, whether expressed or implied except as expressly provided in the Agreement. All conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by the law of the Republic of South Africa.
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