Paylytics Terms of Service

In these Terms of Service, unless the context otherwise indicates:

“API” means the application programming interface made available by the Customer Employee Platform through which the Service retrieves the Customer’s data on a read-only basis;

“Authorised User” means an individual the Customer authorises to access and make use of the Service under an account created for them (whether as an administrator or member);

“CPI” means the Consumer Price Index published by Statistics South Africa from time to time;

“Confidential Information” means any information or records belonging to a party which are not in the public domain and are either identified as being confidential or which would reasonably be regarded as being of a confidential nature, in whatever format;

“Customer Data” means all data processed by the Service on the Customer’s behalf, including Employee Data and the Customer’s configuration and settings;

“Employee Data” means personal information about the Customer’s employees that the Service retrieves from the Customer Employee Platform and processes on the Customer’s behalf;

“Fees” mean the fees payable by the Customer for the Service, as set out in the Order Form;

“IP Rights” mean all intellectual property rights (whether or not such rights are registered or capable of being registered), including patents, copyright, design rights, trademarks, domain names, know-how and trade secrets, and any application or right to apply for registration of any of them, in South Africa or elsewhere;

“Order Form” means any written instrument expressly agreed to and signed by both parties (or an online ordering process we provide) describing the subscription, Fees and any other commercial terms for the Service;

“Customer Employee Platform” means the third-party employee/payroll platform from which the Service retrieves the Customer’s data through the API;

“POPIA” means the Protection of Personal Information Act, 4 of 2013, and “personal information”, “special personal information”, “processing”, “data subject”, “responsible party” and “operator” have the meanings given to them in POPIA.

These Terms of Service shall be governed in accordance with the laws of South Africa.

Unless expressly agreed to in writing between the parties, no purchase order, form, general terms and conditions or other written instrument of the Customer which purports to add to, amend or contradict any provision of these Terms of Service shall be of any force and effect.

Your use: We grant the Customer an enterprise-wide, non-transferable, and non-exclusive right to use all or part of the Services, in accordance with these Terms of Service.

The Service is a multi-tenant workforce-analytics application: on the Authorised User’s instruction it retrieves an allowlisted subset of Employee Data from the Customer Employee Platform, stores it in the Customer’s isolated environment, and presents analytics such as headcount, demographics, employment equity, tenure, turnover, leave, absenteeism and remuneration.

The Service is read-only with respect to the Customer Employee Platform: the Service will never modify the Customer’s payroll system, and the Customer Employee Platform remains the Customer’s system of record.

Updates: NewIQ may, from time to time, provide updates or criteria changes to the Services, at no cost to the Customer, to ensure the proper functionality. To the extent necessary, the Customer will timeously install such updates as required.

Modifications: The Customer may request modifications, additional features, integrations or changes to the Service. Any such modifications will be subject to the parties’ prior written agreement, including as to scope, timing and cost, and will be for the Customer’s account.

No self-service signup: Access to the Service is not available by self-service registration. We will provision the Customer’s organisation and its initial administrator account, after which the Customer’s administrators will be responsible for managing all Authorised User access within the organisation, including creating accounts, assigning appropriate access rights and promptly removing accounts when access is no longer required.

Keep credentials safe: The Customer will ensure that its Authorised Users keep their credentials confidential and are responsible for all activity under its accounts. The Customer must notify us promptly of any suspected unauthorised access.

Sensitive information: Access to remuneration data and to views that combine employee names with health-related data is restricted within the Service, granting such access to individual Authorised Users is the Customer’s decision and responsibility.

The Customer will:

provide the timeous cooperation, information and configuration (including a valid Customer Employee Platform connection through API) that we reasonably require to render the Service;

not reverse engineer, decompile, translate or disassemble the source code or object code of the software associated with the Services.

be responsible for the timeous payment of the Fees as set out in the Order Form;

use the Service only for its own lawful, internal business purposes and ensure its Authorised Users comply with these Terms of Service; and

not attempt to access another organisation’s data, resell or provide the Service to third parties; reverse engineer, scan or test the security of the Service without our prior written consent, introduce malicious code; or use the Service unlawfully or in a manner that infringes any third-party rights.

The Customer warrants that:

it is entitled to grant us access to its data on the Customer Employee Platform and in doing so, the Customer does not breach its agreement with the third party providing the Customer Employee Platform. The Customer indemnifies NewIQ against any claim, loss, liability, cost or expense arising from a breach of this warranty.

as the responsible party for Employee Data, it has established a lawful basis under POPIA for the processing of such information through the Service, including the authorisations required for special personal information (race and ethnic-origin data for employment-equity purposes under section 29, and health-related leave data under section 32). The Customer indemnifies NewIQ against any claim, loss, liability, cost or expense arising from a breach of this warranty.

Dependency: The Service depends on the availability of the API. We are not responsible for the Customer Employee Platform availability, its data quality, or changes the third party operating the Customer Employee Platform makes to its API, though we will make reasonable efforts to adapt the Service to such changes. NewIQ will not be liable for any interruption, delay, error or loss arising from such third-party dependency.

Synchronisation: The analytics reflect the data as it stands in the Customer Employee Platform, at the last successful synchronisation; the Service displays the time of the last refresh.

Roles: For Employee Data, the Customer is the responsible party and we are the operator. For the account data of Authorised Users and for our own business records, we are the responsible party.

Instructions: We will process Employee Data only as necessary to provide the Service under these Terms of Service, and not for any other purpose. Connecting a Customer Employee Platform account and configuring the Service constitutes the Customer’s processing instructions.

Confidentiality: We will treat Employee Data as confidential and will not disclose it unless required by law or in the proper performance of the Service.

Security: We will establish and maintain the security measures required by section 19 of POPIA, including:

isolation of each customer’s data enforced within the database itself; encryption of personal information fields at rest at the individual column level (including special personal information);

encryption in transit;

role-based access control enforced server-side; and

data minimisation at ingestion.

Data location: Employee Data is stored in the AWS af-south-1 (Cape Town) region, inside South Africa. We will not transfer Employee Data outside South Africa without the Customer’s written authorisation.

Notification: If there are reasonable grounds to believe that Employee Data has been accessed or acquired by an unauthorised person, we will notify the Customer as soon as possible, provide the information reasonably required for the Customer.

Assistance: We will provide reasonable assistance to enable the Customer to respond to data-subject requests (access, correction, deletion, objection) and to demonstrate compliance with POPIA in respect of the Service. Data-subject requests we receive directly about Employee Data will be referred to the Customer without undue delay.

Return and deletion: For 30 (thirty) calendar days after termination of the subscription, the Customer may export its Customer Data using the Service’s export facilities or by written request. Thereafter we will delete the Customer’s Employee Data, and encrypted backups containing it will expire automatically within a further 30 (thirty) days.

Special personal information: The parties record that Employee Data includes special personal information (race/ethnic origin and health-related leave data). The Customer remains solely responsible, as the responsible party, for ensuring that it has a lawful basis and all required authorisations, consents, notices and internal approvals to permit the processing of such information through the Service.

Not professional advice: The Customer acknowledges that the Service’s outputs, including employment-equity views and any statutory-form working exports such as EEA2 or EEA4 grids, are generated from data retrieved from the Customer Employee Platform and are provided for informational and working-document purposes only. Such outputs do not constitute legal, tax, regulatory or compliance advice and should not be relied on as a substitute for the Customer’s own review and professional advice where required.

Customer responsibility: The Customer remains solely responsible for verifying any output before relying on it and for its own statutory filings, which must be authorised and submitted by the Customer through the official channels. We do not submit anything to any authority on the Customer’s behalf.

Monthly basis: Unless otherwise agreed in the Order Form, we shall provide the Customer with a valid tax invoice on a monthly basis, and the Customer shall make payment within 30 (thirty) calendar days of receipt of such invoice.

Failure to pay: If the Customer fails to make timely payment of any invoice, then we will be entitled, on written notice, to suspend the Customer’s access to the Service until such outstanding payment (and any interest accruing) is made. The amount outstanding will attract interest at the prevailing prime overdraft rate charged by First National Bank Limited.

No set-off: The Customer must pay all Fees and other amounts due under these Terms of Service in full and without deduction, withholding, set-off, counterclaim or suspension of payment for any reason, unless otherwise required by applicable law.

CPI: Unless otherwise agreed in the Order Form, the Fees will be subject to an annual escalation equal to the percentage increase in CPI, with effect from each anniversary of the subscription start date.

We retain ownership of all IP Rights in and to the Service, including its software, design, metric definitions and documentation. We grant the Customer a non-exclusive, non-transferable right for its Authorised Users to use the Service for the Customer’s internal business purposes for the duration of the subscription.

The Customer retains ownership of all IP Rights in and to the Customer Data. The Customer grants us a licence to process Customer Data solely to provide and secure the Service in accordance with these Terms of Service.

We may use de-identified, aggregated operational data (which contains no personal information and does not identify the Customer) to operate and improve the Service.

If the Customer provides feedback or suggestions about the Service, we may use them without restriction or obligation.

Each party acknowledges that the other’s Confidential Information is a valuable, special and unique asset and that the disclosing party may suffer irreparable harm or substantial economic and other loss in the event of such Confidential Information being disclosed or used otherwise than in accordance with these Terms of Service.

Neither party will disclose or divulge, nor cause to be disclosed or divulged, the other’s Confidential Information, except to the extent required by law or to its personnel and advisers who need to know it and are bound by comparable obligations.

Duration and renewal: Unless otherwise set out in the Order Form, the subscription will run for an initial period of 12 (twelve) months and will automatically renew for successive 12 (twelve) month periods, unless either party gives the other written notice of non-renewal at least 60 (sixty) calendar days before the expiry of the then-current term.

Suspension: We may suspend access immediately, on notice, if:

the Customer is in material breach of clause 4;

suspension is necessary to protect the Service or other customers’ data; or

a law requires it.

We will restore access once the ground for suspension is resolved.

Breach: If either party (“Defaulting Party”) commits a material breach of these Terms of Service and, if the breach is remediable, fails to remedy such breach within 5 (five) business days after having received written notice to so remedy from the other party (“Innocent Party”), then the Innocent Party will be entitled to either claim specific performance or to immediately cancel the agreement forthwith.

If the Customer terminates the agreement in accordance with its terms, we shall be entitled to invoice the Customer for the Service rendered as at the effective date of termination.

Survival: Termination or expiry of these Terms of Service will not affect any rights, obligations or liabilities which have accrued before termination or expiry. Any clause which by its nature is intended to survive termination or expiry will continue to apply, including clauses relating to payment, confidentiality, personal information, intellectual property, liability, indemnities, dispute resolution and general provisions.

Notwithstanding any provision to the contrary in an Order Form, neither party shall be liable to the other for any indirect, consequential or special damages (including, without limitation, arising from loss of income, loss of goodwill or profits, or business interruption) arising out of these Terms of Service or an Order Form.

Subject to clause 13.3, each party’s aggregate liability for direct damages arising out of or in connection with these Terms of Service shall be limited to the Fees paid or payable by the Customer in the 12 (twelve) months preceding the event giving rise to the claim.

No limitation or exclusion of liability shall apply in the case of a party’s: (a) breach/breaches of confidentiality or of clause 6 (personal information); (b) indemnification obligations; or (c) wilful misconduct or gross negligence.

Updates to terms: We may update these Terms of Service from time to time. We will give the Customer at least 30 (thirty) calendar days’ written notice of any material change, which will take effect on the later of the notice period expiring or the start of the Customer’s next renewal term.

Relationship: The legal relationship between the parties is that of independent contractors. Nothing in these Terms of Service creates any partnership, agency, employment or joint venture between the parties.

Cession: The Customer may not cede, assign or transfer its rights or obligations under these Terms of Service without our prior written consent.

Non-variation: No addition to or variation, consensual cancellation or novation of the provisions of these Terms of Service (other than updates under clause 15.1) and no waiver of any right arising from these Terms of Service or its breach or termination shall be of any force or effect unless reduced to writing and signed by all the parties or their duly authorised representatives.

Notices: Notices must be in writing and may be given by email to the contact details recorded in the Order Form (for the Customer) and to info@newiq.co.za (for us)