Online Terms and Conditions of Use

1	INTRODUCTION
1.1	PaySpace is a scalable, agile, multi-country, 100% cloud based human capital management application that provides services related to payroll and human resources. PaySpace enables businesses of all sizes to run a compliant best in class people management operation, cost effectively.
2	DEFINITIONS
2.1	“Agreement” means:
	2.1.1	these Terms and Conditions of Use (“Terms”);
	2.1.2	Service Provider’s Data Processing Agreement and Privacy Policy (“Privacy Policy”);
	2.1.3	The proposal, where applicable, provided by Services Provider and accepted by Customer/Business Partner;
2.2	The documents comprising the Agreement shall be read in the order of precedence as per clauses 2.1.1 to 2.1.3 above.
2.3	“Business Day” means any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time.
2.4	“Business Hours” means the hours of [Monday to Thursday 08:00 to 17:00 SAST and Friday 08:00 to 16:00 SAST] on a Business Day.
2.5	“Customer/Business Partner” can be used interchangeably, depending on the business relationship with Service Provider and means the company, affiliates or legal entity of that company, its employees, or third parties making use of Service Provider’s Services, for which Customer/Business Partner is accepting this Agreement.
2.6	“End User” is applicable to Business Partners and means the intended recipient of a Proposal (regardless of whether such recipient enters into a contract with Business Partner) and any future or existing recipient of Business Partner’s services in the territory and who is authorised to use the PaySpace Application for its internal business purposes or for which Business Partner provides human resource and payroll services. It is specifically agreed that there is no relationship between Service Provider and End User and that Business Partner is solely responsible for the relationship and actions of the End User. Any agreement to and acceptance of the terms of this agreement by the Business Partner automatically applies to its End Users. It is Business Partner’s responsibility to ensure that the stipulations of this Agreement are relayed to its End Users and that they have accepted same in line with the conditions of clause 5.2 below.
2.7	“Enhancements or Upgrades” means any changes to the PaySpace Application that enhances the capabilities of the PaySpace Application.
2.8	“Service Provider” means the company that Customer/Business Partner is contracting with, based on criteria as defined below:
	2.8.1	Where the local country of residence is South Africa, the contracting entity with whom Customer/Business Partner shall be contracting is:
		2.8.1.1	Deel Software Solutions (Pty) Ltd a company duly registered and incorporated with limited liability under the company laws of the Republic of South Africa, under registration number 2023/140105/07, trading as PaySpace, located at: 1st Floor, Block 1, 299 Pendoring Road, Blackheath, Johannesburg, 2195
	2.8.2	Where the local country of residence is anywhere outside South Africa, the contracting entity with whom Customer/Business Partner shall be contracting is:
		2.8.2.1	Letsdeel (Mauritius) Ltd a company duly registered and incorporated with limited liability under the company laws of the Republic Mauritius, under registration number C232, trading as PaySpace, located at: Vieux Conseil Street, 4th Floor, Les Jamalacs Building, Port Louis, 1112-07
2.9	“PaySpace Application” means the computer software and related documentation comprising the private labelled payroll processing service marketed by Service Provider as PaySpace, including but not limited to any Enhancements or Upgrades provided by Service Provider during the term of this Agreement and made available by Service Provider at www.payspace.com or in the case of a white-labelled solution at the URL as utilised by the Customer/Business Partner.
2.10	“PaySpace Service, Services or Service” means Service Providers website, including related mobile apps, platforms, web services, implementation services, outsource services, support services or any content or information provided as part of these Services.
2.11	“Proposal” means the written cost proposal document, quote, order confirmation or email provided by Service Provider to Customer/Business Partner, where applicable and outlining the Services and costs of the deliverables to be provided by Services Provider and which has been accepted by Customer/Business Partner.
2.12	“URL” means Uniform Resource Locator.
3	ROLE CLARRIFICATION
3.1	Business Partner is an organisation that utilizes Service Provider as its supplier of cloud‐based technology with the intention to sub-licence the PaySpace Application to its own End Users. Business Partner has obtained, in writing, the necessary authorisation to sub-licence the PaySpace Application to its End Users.
3.2	Customer is an organisation that utilizes Service Provider as its supplier of cloud‐based technology and services for its own internal use only and shall not be permitted to resell, sub-licence, lease, time share or otherwise make the Service available to any third party.
4	GOVERNING LAW
4.1	“Governing Law” means the law, which is to apply to the Agreement, and according to which the Agreement is to be interpreted, shall be the law of the Republic of South Africa and the Parties submit to the exclusivity of the courts of South Africa.
5	AGREEMENT
5.1	Customer/Business Partner agrees that by registering, accessing, logging in, using Service Provider’s Services or similar, Customer/Business Partner is entering into or has entered into a legally binding agreement with Service Provider (even if Customer/Business Partner is using Service Provider’s Services on behalf of a company or 3^rd party).
5.2	If Customer/Business Partner does not agree to the Agreement, then Customer/Business Partner should NOT enrol (or similar) and should not access or otherwise use any of the Services of Service Provider. Service Provider reserves the right to change the terms of this Agreement and will notify Customer/Business Partner if Services Provider does so. The parties agree that changes cannot be retroactive. If Customer/Business Partner does not agree to these changes, Customer/Business Partner must stop using the Services.
5.3	Registered users of the Services are “Members” and unregistered users are “Visitors”. This Agreement applies to both.
6	CUSTOMER/BUSINESS PARTNER’S LICENSE TO USE THE SERVICE
6.1	Customer/Business Partner information, or any derivatives thereof, contained in any of Service Provider’s repositories shall be and remain Customer/Business Partner sole and exclusive property.
6.2	Service Provider is provided a license and authorisation to process Customer/Business Partner data, including Business Partner’s End Users data, for the sole and exclusive purpose of providing the Services, including a worldwide, transferable, and sub-licensable right to use, store, record, transmit, maintain, modify, process and display data, only to the extent necessary for the provisioning of the Services.
6.3	Service Provider’s license and authorisation commences on the date, as per clause 5.1 and continues until termination (as per clause 7). Customer/Business Partner agrees that Service Provider may access, store, and use any information that Customer/Business Partner provides in accordance with the terms of the Privacy Policy.
6.4	Customer/Business Partner is responsible for all activities conducted under its Users or End Users logins and for its Users or End Users compliance with this Agreement. Customer/Business Partner shall use the Service solely for its business purposes, in compliance with applicable law, and shall not:
	6.4.1	send or store infringing or unlawful material;
	6.4.2	send or store Malicious Code;
	6.4.3	attempt to gain unauthorized access to, or disrupt the integrity or performance of the Service or the data contained therein;
	6.4.4	modify, copy, or create derivative works based on the Service;
	6.4.5	reverse engineer the Service;
	6.4.6	access the Service for the purpose of building a competitive product or service or copying its features or user interface;
	6.4.7	send or store infringing or unlawful material;
	6.4.8	use the Service or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without Service Provider’s prior written consent. and;
	6.4.9	permit access to the Service by a direct competitor of Service Provider.
7	TERM AND TERMINATION
7.1	Customers: Software as a Service:
	7.1.1	Service Provider may terminate this agreement at any time by giving 3 (three) months prior written notice to Customer. Service Provider also reserve the right to restrict, suspend, or terminate Customer’s account, without notice, if Service Provider believes that Customer may be in breach of this Agreement or law or are misusing the Services.
	7.1.2	Customer may terminate this agreement at any time, provided that Customer’s account is paid up to date, by giving 30 days prior written notice to Service Provider. Notice of termination by Customer, needs to be sent to [email protected]. Such notice is the absolute responsibility of the Customer and is required to ensure that Service Provider complies with the applicable laws with regards to data protection and the protection of a data subjects’ personal data.
7.2	Customer Outsourcing Services and Business Partners:
	7.2.1	Service Provider may terminate this agreement at any time by giving 6 (six) months prior written notice to Customer/Business Partner. Service Provider also reserve the right to restrict, suspend, or terminate Customer/Business Partner’s account, without notice, if Service Provider believes that Customer/Business Partner may be in breach of this Agreement or law or are misusing the Services.
	7.2.2	Customer/Business Partner may terminate this agreement at any time, provided that Customer/Business Partner’s account is paid up to date, by giving 6 (six) months prior written notice to Service Provider. Notice of termination by Customer/Business Partner, needs to be sent to [email protected]. Such notice is the absolute responsibility of the Customer/Business Partner and is required to ensure that Service Provider complies with the applicable laws with regards to data protection and the protection of a data subjects’ personal data.
8	SERVICE INFORMATION AND CALCULATIONS
8.1	The legislative information contained on this website is meant to provide general information and guidance regarding the adherence to tax guidelines for employers. Although the advisory information will be updated periodically when such information becomes available, Service Provider’s Service merely advises Customer/Business Partner on the correct legal course of action regarding aspects of employee tax. It is, however, Customer/Business Partner’s responsibility to absorb, understand and apply this advice as well as cross check that Customer/Business Partner is satisfied that the figures calculated are correct.
8.2	Service Provider’s Service does not address, and is not meant to address, the entire body of local law and regulation governing the payroll process, or employment law. Such laws and regulations change frequently, and their effects can vary widely based upon interpretation, the number of employees, labour regulations, and other specific facts and circumstances.
8.3	Service Provider has invested a huge amount of time and resources in testing the calculations being performed by Service Provider’s Service and to the best of Service Provider’s knowledge and ability. Service Provider is confident that the figures being calculated are accurate. In the event that any discrepancies arise due to unforeseen technical reasons which have been recognized by Service Provider as being the cause of such discrepancies, Service Provider will use all reasonable endeavours to address these as soon as possible. With this in mind Service Provider uses its best endeavours to ensure that all figures are available to Customer/Business Partner at all times. Customer/Business Partner hereby indemnifies and holds Service Provider harmless against all liability for any loss, damage or expense however caused due to incorrect calculations of any kind.
8.4	Furthermore, Service Provider provides Customer/Business Partner with a legislative tool set and provides Customer/Business Partner information on how to implement and apply the law and in so doing trust that Customer/Business Partner will not intentionally obstruct the law in using the Services in the incorrect manner.
9	IMPLEMENTATION SERVICES
9.1	Implementation Services will be supplied strictly in accordance with the Services specified and quoted for, where applicable, in the Proposal, which may be amended, in writing, from time to time.
10	OUTSOURCING SERVICES
10.1	Outsourcing Services will be supplied strictly in accordance with the Services specified and quoted for in the Proposal, which may be amended, in writing, from time to time.
10.2	Service Provider and Customer/Business Partner responsibilities are those specifically outlined in the Proposal or the Business Partner portal.
11	SERVICE LEVELS
11.1	Incidents, when reported to Service Provider’s service desk, will be responded to, and be resolved in line with Service Provider’s standard service levels including those that have been specifically specified, where applicable, in the Proposal.
12	SUPPORT AND PROBLEM RESOLUTION
12.1	Service Provider includes a baseline level of Support as part of Customer/Business Partner’s monthly subscription. This basic Support includes:
	12.1.1	Online help 24 hours 7 days a week (24/7): Around-the-clock access to all online help resources;
	12.1.2	Live telephonic & online chat Support on Business Days during Business Hours;
	12.1.3	There is no limit to the number of Support requests (“Support Requests”) that can be submitted by Customer/Business Partner to Service Provider.
12.2	Support will include Enhancements or Upgrades required to the PaySpace Application and platform thus ensuring it is kept current and up to date with technological advancements and improvements.
13	COMMERCIAL TERMS
13.1	Banking Details
	13.1.1	Customer/Business Partner banking details will be captured as part of the registration process on the PaySpace Application.
	13.1.2	Service Provider is authorised to debit the Customer/Business Partner’s bank account with the relevant implementation fees, training fees, consumption fees or any additional fees that arise due to additional services or modules that the Customer/Business Partner may have selected or may select from time to time.
13.2	Payment and Service Suspension
	13.2.1	Deposit and Advance Billing
		13.2.1.1	On sign-off or acceptance of the Proposal, where applicable, Service Provider will debit Customer/Business Partner’s bank account with a deposit amount equal to 35% (thirty five percent) of the implementation amount quoted.
		13.2.1.2	Subscription-based Services will be invoiced, and debited against Customer/Business Partner’s bank account, for a period of 3 months in advance, based on the number of employees as per the Proposal, where applicable.
	13.2.2	Post Implementation Billing
		13.2.2.1	All non-subscription and subscription-based invoicing will be invoiced on the 1^st day of every calendar month and debited against Customer/Business Partner’s bank account, on the 8^th day of every calendar month or alternatively as per the payment terms specified, where applicable, in the Proposal. In the event that the 1^st or the 8^th falls on a public holiday or weekend, then the invoicing or debiting process will be done on the 1^st business day thereafter.
		13.2.2.2	Any additional pay-runs (commission, interim etc.) that take place between or after the initial monthly invoicing process, will be invoiced and debited against Customer/Business Partner’s bank account on the 8^th day of every calendar month. In the event that the 8^th falls on a public holiday or weekend, then the invoicing will be debited against Customer/Business Partner’s bank account on the 1^stbusiness day thereafter.
	13.2.3	Service Suspension
		13.2.3.1	Without prejudice to Service Provider’s other rights and remedies, if any amount owed by Customer/Business Partner under this Agreement is overdue, Service Provider may suspend Customer/ Business Partner’s access and use of the PaySpace Application and/or performance of Services, until such amounts are paid in full.
13.3	Disputes
	13.3.1	It is Customer/Business Partner’s responsibility to, where applicable, dispute any invoices 24 hours after invoices have been inserted on Customer/Business Partner’s profile.
	13.3.2	Notification of the dispute together with documented proof need to be forward via email to [email protected].
13.4	Refunds
	13.4.1	Refunds will be done within 8 business days from the date that Service Provider and Customer/Business Partner reached agreement on the dispute.
	13.4.2	Customer/Business Partner’s account will be debited with new invoice amount within 8 business days from dispute resolution date.
13.5	Training. Training shall be charged at the then prevailing training rate.
13.6	Work Requests (Written request from Customer/Business Partner to Service Provider). Work Requests will be charged as per the stipulations contained in the signed Work Request document where applicable.
13.7	Change of Scope. Change of Scope will be charged as per the stipulations contained in the signed Change of Scope document.
13.8	Consumption Fees
	13.8.1	Product Consumption fees will be charged for per module based on the modules selected as per the original and any other subsequent Proposals.
	13.8.2	Pricing is based on an employee, per payslip or user sliding scale and pricing can therefor vary / change based on the number of payslips processed or users licenced.
	13.8.3	Subject to clause 13.2.1.2 above, Payroll and Base HR will be charged for from the first parallel run.
	13.8.4	All other modules will be charged from date and time of Payroll and base HR first live run.
	13.8.5	Payroll and Base HR
		13.8.5.1	Software as a Service
			13.8.5.1.1	Charged per active payslip – An active payslip is defined as having any component that has a value that is not zero, in any run.
			13.8.5.1.2	All per payslip costs, in the Proposal, are estimated based on the assumption that one payslip will be processed per employee per month, and it does not include any additional payslips per month. Each additional payslip calculation, including parallel runs, weekly and / or bi-weekly payslips as well as historical payslips (restricted to the current tax year), will be billed at the per active payslip rate.
		13.8.5.2	Outsourcing Services
			13.8.5.2.1	All payslips and monthly processing are billed at per a payslip rate or a minimum billing fee per entity, whichever is more at the time of billing during each pay period. If the consumption value for payslips produced within a given month, for a specific entity is less than the minimum rate, the minimum rate will apply. However, if the consumption value for payslips produced within a given month for a specific legal entity exceeds the value of the minimum rate, the per payslip rate will apply.
			13.8.5.2.2	Monthly per payslip charges become applicable from the first payroll take-on run of each respective payroll.
	13.8.6	Performance Management
		13.8.6.1	Charged monthly per active employee, per employee bracket
	13.8.7	Workforce Planning
		13.8.7.1	Charged monthly per active employee, per employee bracket.
	13.8.8	Additional Tax Module
		13.8.8.1	Charged monthly per active payslip, per country (excluding the base country), per employee bracket.
	13.8.9	Multi-Currency Expat Module
		13.8.9.1	Charged monthly per active payslip per employee bracket.
	13.8.10	OrgChart
		13.8.10.1	Base Charge (Unlimited Users): monthly per employee bracket.
		13.8.10.2	Planning Monthly (Unlimited Users): monthly per employee bracket.
		13.8.10.3	Point in Time (Unlimited Users): monthly per employee bracket.
	13.8.11	Cloud Analytics and Power BI
		13.8.11.1	Initial Once Off Charge: per user, per employee bracket.
		13.8.11.2	Monthly Charge: per user, per employee bracket.
	13.8.12	Recruitment
		13.8.12.1	Fixed Monthly fee charged based on the Service Type selected.
	13.8.13	Historical Data
		13.8.13.1	Data take-on pricing excludes the take-on of historical data.
13.9	Additional Operational Support Services
	13.9.1	Service Desk calls that exceed 15 minutes and, where the call is not related to an issue attributable to the PaySpace Product, are chargeable at the then ruling operational support services rates.
	13.9.2	Service Desk Support calls are chargeable per hour or part thereof.
	13.9.3	Additional Operational Support is charged at the then ruling rates or priority support option selected.
	13.9.4	Unless otherwise specified in a priority support option, fees (service desk and additional operational support) are invoiced monthly in arrears.
13.10	Overtime
	13.10.1	Overtime will be charged for at the then ruling rates.
	13.10.2	Requests for overtime needs to be authorised by Customer/Business Partner and Service Provider in writing and must be requested well in advance.
	13.10.3	Same day requests for overtime assistance might not be approved by Service Provider and are subject to operational availability.
13.11	Standby Support
	13.11.1	Standby support, in essence, is a request for availability after hours.
	13.11.2	Standby support will be charged for at the then ruling standby support rate.
	13.11.3	Standby support is payable even if no assistance was required.
	13.11.4	The duration of actual support during a standby support period will be charged at the then ruling overtime rates, over and above the standby fee.
	13.11.5	Requests for standby needs to be authorised by Customer/Business Partner and Service Provider in writing and must be requested well in advance.
	13.11.6	Same day requests for standby support might not be approved by Service Provider and are subject to operational availability.
13.12	Travel, Accommodation, Subsistence, and any other Disbursements. Any Travel, Accommodation, Subsistence, and any other Disbursements should be pre-approved by Customer/Business Partner.
13.13	Government Taxes. All invoicing will be inclusive of all taxes and / or Government Taxes as applicable.
13.14	Exchange Rates. Service and consumption charges, where applicable, may be subject to foreign exchange fees or variances in exchange rates.
13.15	Extraordinary Expenses. Extraordinary expenses are for the account of Customer/Business Partner.
13.16	Annual Increases and Price Lists
	13.16.1	All service and consumption fees will be increased annually in October.
	13.16.2	Such increases will be based on the South African Consumer Price Index (“CPI”) plus 2 (two) percent.
	13.16.3	Service Fees and Consumption Charge price lists are available on request.
	13.16.4	Pricing contained in price lists exclude any form of Government levies, charges, and taxes.
	13.16.5	Pricing contained in the price lists are charged per country in either South African Rand (South Africa, Botswana, Namibia, eSwatini and Lesotho) or United States Dollar (all other countries).
13.17	Invoicing
	13.17.1	Customer/Business Partner invoices and receipts are available on the PaySpace Application under Customer/Business Partner/End User’s Configuration è Financial Menu è Invoices and Receipts sub-menu item.
	13.17.2	Non-subscription-based invoices:
		13.17.2.1	Invoices are published as and when the services are performed.
	13.17.3	Subscription-based invoices:
		13.17.3.1	It is the Customer/Business Partner’s responsibility to obtain the necessary invoices from the PaySpace Application.
14	NOTICES, SERVICE MESSAGES AND ADVERTS
14.1	Customer/Business Partner agrees that Service Provider may provide notices to Customer/Business Partner in the following ways:
	14.1.1	a banner notice on the Service. or;
	14.1.2	an email sent to an address provided by Customer/Business Partner. or;
	14.1.3	through other means including mobile number, telephone, or mail. Customer/Business Partner agrees to keep Customer/Business Partner’s contact information up to date. Customer/Business Partner is able to indicate on Customer/Business Partner’s profile that Customer/Business Partner do not wish to receive email notices specifically.
14.2	Service Provider has the right, without compensation to Customer/Business Partner or others, to serve advertisements on any of Service Provider’s Services.
15	SERVICE AVAILABILITY
15.1	Service Provider may change, suspend, or end any Service, at Service Provider’s discretion.
15.2	Service Provider will use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for:
	15.2.1	planned downtime (of which Service Provider shall give at least 8 hours electronic notice and which Service Provider shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Sunday SAST). and;
	15.2.2	any unavailability caused by circumstances beyond Service Provider’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike, or other labour problem (other than one involving Service Provider’s employees), Epidemic, Pandemic, Internet service provider failure or delay, or denial of service attack.
16	LIMITATION OF LIABILITY AND INDEMNITY
16.1	Customer/Business Partner will have no claim against Service Provider or any of Service Provider’s employees, or contractors in the event of any loss or damage sustained by Customer/Business Partner or any of Customer/Business Partner’s members, employees, sub-contractors, or agents and which results directly or indirectly from this agreement. Customer/Business Partner hereby indemnifies Service Provider and holds Service Provider harmless against any and all claims, liabilities, losses, fines, damages, expenses, and legal fees on an attorney and own client scale, which Customer/Business Partner may sustain or incur by reason of any act or omission of Service Provider or any of its members, employees, sub-contractors or agents directly or indirectly in consequence of the services provided in terms of this agreement. Service Provider make no representation or warranty, either express or implied, in connection with the Service or the Services that may be provided by third party participants as part of, or otherwise in connection with, the Service.
17	NON-SOLICITATION
17.1	Customer/Business Partner and Service Provider agree that they will not, during the term of the Agreement and 12 (twelve) months thereafter, without the prior written consent of the other Party, directly or indirectly, (e.g. via third party contractors or Affiliates), recruit or solicit for employment, induce or attempt to induce any representative of the other Party to leave the employment of their employer, always provided that nothing in this section shall prevent either Party from hiring any such Representative who responds on his/her own accord to a generally published advertisement or widely advertised employment solicitations (such as newspaper advertisements, job fairs, internet) and a Party does not, directly or indirectly, target or encourage such person to respond to such general or widely advertised employment solicitation.
17.2	If a Party hires a representative in contravention of this section, the breaching Party will compensate the other Party by paying to the latter as a one-off liquidated damages payment, the amount corresponding to the annual gross salary of said representative which the Parties agree is a genuine pre-estimate on the loss that would be incurred and not a penalty.
18	CONFIDENTIALITY
18.1	“Confidential Information” means any business and technical information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is identified as confidential or proprietary, or which should reasonably be understood to be confidential or proprietary. Confidential Information does not include information which Receiving Party can show:
	18.1.1	is or has become publicly available without its breach of this Agreement;
	18.1.2	was in its possession prior to disclosure,
	18.1.3	was provided by a third party having a lawful right to make the disclosure. or;
	18.1.4	is required to be disclosed by law or a court order (“Order”), provided the Receiving Party provides prompt written notice of the requirement and cooperates with Disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by such Order.
18.2	Receiving Party agrees that it shall protect the confidential information disclosed pursuant to the provisions of this Agreement using a reasonable standard of care and at least the same standard of care that the Receiving Party applies to safeguard its own proprietary, secret or Confidential Information and that the information shall be stored and handled in such a way as to prevent any unauthorized disclosure thereof.
18.3	Receiving Party will not use the Confidential Information of the Disclosing Party except for performance of its obligations under this Agreement.
18.4	Upon the termination of this Agreement, and upon the Disclosing Party’s request, the Receiving Party will promptly return to the Disclosing Party all tangible items and embodiments containing or consisting of the Disclosing Party’s Confidential Information and all copies thereof (including electronic copies).