Payslip Licence Agreement
You should carefully read the following terms and conditions before using this software.
Your use of this software indicates your acceptance of this license agreement.
This is not free software. Subject to the terms below, you are hereby licensed to use this software for the duration of the licence period under the following terms and conditions:
Payslip South Africa(Proprietary)Limited (Registration number 2004/019834/07)(“The Supplier”) and the Client (details of client appear on the licence fee invoice); hereinafter are referred to as “Party” and/or “Parties”, agree as follows:
1) Scope: These terms and conditions explain the basis on which The Supplier shall supply Payslip Software, support services, training, remote access support, general services and third party/unrelated soft-ware to the Client. “Payslip Software" refers to any Payroll or Personnel Software sold or advertised under the name Payslip, Payslyp,AgriPay, Paylite, Paymini,Paypower,PetroPay or Clas-sic/Payslyp,MacPayslip,FlexiPay and PayslipSpreadsheetProgram. It also includes all user manuals, instructions and newsletters, either printed or installed as part of the software on the Client's computer, and keys purchased or rented for the purpose of software access and copyright control.
2) The Supplier grants non-exclusive licence and rights to the Client to use the Suppliers software for the duration of this agreement.
3) The Client’s responsibilities
- The agreement includes the Client's right to make no more than one copy of the software for backup purposes and an unrestricted number of backups of Data Files required in terms of the relevant Laws.
- The Client accepts the rental fee in respect of Payslip subject to the following conditions:
- The Client agrees to pay the fee per system based on the Supplier's system pricing, Annually in advance;
- As a fully trained user is essential for the successful operation of Payslip and it is a condition of sale that all operators successfully complete the Basic Operator’s Course. The Client agrees that only fully trained employees shall operate the software.
- This Rental Agreement shall commence on the date of installation of the software and shall continue in force for a period of 12 months, thereafter this agreement will remain in force for further 12 month periods unless terminated by either party giving to the other not less than 30 days written notice by registered post. Such termination will only take effect upon the anniversary date of this agreement.
- The renewal of the annual license in lieu of the above mentioned rental agreement will be only if the Client’s account is in good standing and any and all outstanding monies owed by the Client are paid in full. This includes but is not limited to Invoices for –
a)Annual License Fees
b)Support - On site, In office, Remote Desktop
d)Stationery, amongst any other related costs
- The Client may not resell any portion of the software or keys either alone or as part of any other product.
- It is agreed that the Supplier will not be liable for the loss/losses/damage/damages arising from the malfunction of the software or any program change or addition.
- The Client agrees to use the software for the nominated Company only.
- The Client agrees to allow only The Supplier’s consultants or The Suppliers nominated consult-ants to provide operation, support, training, installation, whether telephonically, via remote access or on-site. Should any other person or entity assist the client or operate the client’s software it will result in immediate termination of the licence agreement.
- The Client undertakes:
a) not to reverse engineer, disassemble, translate or in any way or decompile the whole or any part of the Software;
b)not to modify, translate, adapt, or vary the whole or any part of the Software or Documentation in any way whatsoever nor to permit the whole or any part thereof to be combined with or become incorporated in any other programs;
c)not to have any software or other program written or developed for itself based on the Software or Documentation.
d) not offer employment or project work to any employee or ex employee of the Supplier or cause an employee of the Supplier to be disloyal or compete unlawfully against the Supplier. Whereto a placement fee of 10x the last invoiced licence fee will be levied to the Client should an offer of em-ployment be made to a staff member or ex staff member of the Supplier.
- The Client irrevocably undertakes and agrees that upon termination of this Agreement for whatever reason, it shall immediately cease all use of the Software and de-install the original and every copy (including partial copy) of the Software from any Server (or other hardware) on which the Client has installed it or caused it to have been installed;
- a) The Supplier may vary any terms of this Agreement by giving the Client written notice of the variations at least 30(thirty) days before they are due to take effect.
b) The Client shall thereupon have the right to terminate this Agreement with effect from the date on which the variations are due to take effect by giving written notice to the Supplier within 15(fifteen) days from the date he/she received the Supplier's notice of the variations, failing which the variations will be binding on the Client.
c) Notwithstanding the aforegoing, the Supplier shall be entitled to review and increase the charges on an annual basis; such increases to take effect only from the anniversary of the date of installation of the Software and to be notified to the Client not less than 30(thirty) days prior to any such anniversary.
- The parts of this agreement are severable and fault found with any one part shall not invalidate any other part.
- Each party acknowledges that all material and information which has or will come into the possession or knowledge of the other in connection with this agreement, or performance of obligations in terms of this agreement, is of a proprietary and confidential nature. Such material and information will therefore be held by both parties in the strictest confidence and will not be released to any other party whatsoever. The parties agree that the provisions of this clause shall survive the termination of this agreement.
- Both parties agree that should a dispute arise in connection with the interpretation of this agreement, then unless it is resolved amongst the parties, or will be subject to arbitration in Port Elizabeth and will be chaired by a member of the Computer Society of S.A. Such arbitration does not preclude either party from pursuing their lawful rights pending a decision from the arbitration.
- This agreement is governed by the laws of South Africa, and constitutes the complete rental agreement between the Client and the Supplier. Any amendment to this agreement shall be reduced to writing and signed by both parties.
- Payslip is supplied in computer executable code along with the source code of the Clients own parameters i.e. screen designs, reports and all additional calculations. Source code of executable modules is not supplied. Title in and to the Software, Third Party Software and Intellectual Property shall at all times remain with the Supplier and will never pass to the Client.
- In the event that either party is unable to perform any obligation herein due to circumstances beyond its control, including the action, intervention or decree of any government and such circumstances are not caused by the fault of either party and continue for a period of at least 60 days, either party may terminate this agreement by means of written notice to the other party.
- In addition to any rights of termination which either party may have at common law, this agreement may be terminated by one party if the other party commits a breach of any of the terms of this agreement and fail to rectify the breach within a period of 30 days receipt of written notice specifying the breach. If the breach is irremediable or if the breach is not remedied in the permitted time, the aggrieved party may, without prejudice to any other rights which it may have, terminate this agreement with immediate effect upon further written notice to the other party.
- If the licence for Payslip or Third Party Software is terminated for any reason whatsoever, the Client is not entitled to any refund of the Licence. If any payment is overdue The Supplier reserves the right, without prejudice to any other rights which The Supplier may have in terms of this Agreement or in law, to suspend its contractual obligations under this Agreement until such pay-ment is received and to charge interest at 2½ % (two and half percent) per month to be calculated monthly in arrears from due date until payment is received and to recover any collection costs or commissions and legal costs on an attorney and own client basis. The Supplier also reserves the right to allocate payments between the interest and capital at its discretion.
- All rights, title and interest in and to all intellectual property relating to any software that form the subject matter of this Agreement shall remain the sole property of the Supplier.
- If the licence for the Payslip Software or Third Party Software is terminated for any reason whatsoever, the Client is not entitled to any refund of the Annual fees already paid.
- Neither Party shall have any claim against the other Party (“the Affected Party”) for any delay or failure of the Affected Party to carry out any of its obligations under this Agreement arising from or attributable to acts of God, war, terrorism, government, labour action or unrest, failure of suppli-ers or contractors or any other cause whatsoever beyond the control of the Affected Party (“force majeure”). The performance of the obligations of the Affected Party shall be suspended for the du-ration of the force majeure, which shall be deemed to commence only upon the date of written no-tice by the Affected Party to the other Party. Upon cessation of the force majeure, this Agreement shall again become fully operative and the Affected Party shall immediately resume its perfor-mance. If the suspension of performance continues for more than 90 (ninety) consecutive calendar days, then either Party may summarily terminate this Agreement by written notice to the other Par-ty, prior to the cessation of the force majeure.
- Any major legislative changes that take place, it is expressly provided that the Supplier reserves the right, at its sole discretion, to charge the Client an additional amount over and above the LIcence for Software.
- It is the Client’s responsibility to install corrections, Updates, Upgrades and New Releases to the Software and to ensure that its staff have the capability of doing so. The Supplier shall have the right to levy additional charges for Support Services, which are required due to the Client failing to install such items correctly. Where The Supplier has to carry out Site visits for Support Services for Software, it reserves the right to charge in respect of the Site visit including but not limited to travel and accommodation costs. Free telephonic Support Services for Software do not include the correction of faults, errors or problems due to:
a) failure of Equipment or other software not covered by this Agreement;
b) faults in the main electrical supply, irregular voltage or surges;
c) operator error;
d) operation of the Software by persons who have not been properly trained by The Supplier in its use;
e) operation or support of the Software by persons no longer employed at The Supplier or by inde-pendent support consultant
f) accident, neglect, misuse, abuse or default of the Client (including its employees, servants or agents) or any third party;
g) corruption of data;
h) failure to install corrections, Updates, Upgrades and New Releases properly;
i) acts of God, flood, lightning, war, acts of violence or any similar occurrence;
j) any attempt by any person, other than The Suppier, to install, alter, modify or maintain the Soft-ware otherwise than in the case of trained Client staff carrying out normal system functions;
k) cable, connector or any other network malfunction;
l) new requirements after installation, including but not limited to pay categories, reports, imports, exports, functions, users, look up tables, changes to parameters.
m) damage due to virus infections.
- Both parties accept addresses on the licence fee invoice or quotation as Domicilium et Executandi.
- The Supplier does not, whether expressed or implied, give any warranty or guarantee in respect of any software, including warranties or guarantees as to functionality, fitness for a particular purpose, uninterrupted use, merchantability or absence of any error of code or media and any war-ranties imposed by law are similarly excluded. The Supplier accepts no liability of any nature arising out of or caused by any defect or failure in/of such software.