Online PayPeople subscription contract
This PayPeople Online Subscription Agreement (hereinafter referred to as “Agreement”) is made between you and PayPeople Technologies Private Ltd, a company incorporated in Pakistan under the Companies Act, and the entity you represent or, if you do not designate an entity in connection with the Subscription purchase or renewal, you personally (“Customer,” “you,” or “your.”).subsequently referred to as “PayPeople,” “us,” “we,” or “our,”(which, unless the context or meaning thereof requires otherwise, shall be taken to mean and include its successors and assigns).
In the following, each of PayPeople and the Customer will be referred to as a “Party” individually and as a group as the “Parties.”
Whereas PayPeople offers a subscription to its service, the customer wants to subscribe to it, and this business connection and the distribution of obligations with regard to that service are outlined in this Agreement. Consequently, the parties concur as follows:
A. Affiliates – This refers to people, groups, or entities connected to the relevant company (PayPeople or the Customer) through a relationship of agency, consultant, parent entity, subsidiary, sister concern, partner, or any other type of formalised strategic commercial relationship.
B. Authorized Party (Parties) – The person(s) designated by the Customer to manage, supervise, and administer HR functions using PayPeople’s Service are referred to here. The software of PayPeople must be updated with these individuals’ information.
C. Confidential Information – This includes any data identified as confidential and provided by the customer in written or intangible (reports) form, including Customer Data, Customer Transaction Data, and other data (verbally or visually).
D. Customer Data – This refers to all the information that the Customer has uploaded to the PayPeople service.
E. Customer Success Team – This refers to the PayPeople staff that is in charge of guiding, aiding, and answering any questions customers may have while using the service.
F. Customer Transaction Data – This is in reference to any transactions made by the Client using PayPeople’s
G. Documentation – This refers to the material that PayPeople makes available with the express intention of helping users understand how to utilise their service.
H. Intellectual Property Rights – This includes things like trademarks, trade secrets, patents, and copyrights on things like code, logos, designs, ideas, and content, among other things.
I. Malicious Code – Any code that tries to or actually does produce undesirable consequences, security breaches, or harm to the system or service is referred to as this.
J. Service or PayPeople’s Service – This refers to any additional support delivered by the Customer Success Team at PayPeople as well as the software as a service (SaaS) that PayPeople provides to the Customer in accordance with the Order Form.
K. SLA – This is referring to the Exhibit’s definition of the Service Level Agreement: Service Level Contract
1. How the customer uses the service.
1.1. Provision of the Service:
(i) make the Service available to the Customer during the term of this Agreement in accordance with the Documentation and the SLA;
(ii) not use Customer Data for any purpose other than to provide the Service, to prevent or address service or technical issues, in accordance with this Agreement and the Documentation, or as directed by the Customer; and
(iii) not disclose Customer Data to anyone other than Authorized Parties. If there is a problem, PayPeople will give the customer service credits in accordance with the attached PayPeople SLA Service Credit Exhibit.
1.2. Customer Obligations:
(a) be solely accountable for the legitimacy, excellence, and correctness of all Customer Data; and
(b) guard against unauthorised access to or use of the Service and alert PayPeople right away if it occurs.
Customer shall not :
(i) use the service while breaking the law;
(ii) send or store content that violates privacy rights, is obscene, threatening, illegal, or otherwise tortious in connection with the Service;
(iii) malicious code through the Service or to store it;
(iv) interfere with or otherwise affect how the Service or the data it contains operates;
(v) attempt to use a method not described in the documentation to access the service or any of the networks or systems that are connected to it. A maximum of the named contacts listed in the relevant Order Form shall be designated by the Customer to seek and receive support services from PayPeople. The PayPeople product(s) for which they submit support requests must be taught to Named Support Contacts. In relation to this Agreement, Customer is responsible for the actions and inactions of all Authorized Parties and Customer Affiliates. In order to fulfil its duties under this Agreement, Customer (and by extension, its employees and its Affiliates) allows PayPeople and its Affiliates to handle and process Customer Data.
2. Proprietary Rights
2.1. Intellectual property owned by PayPeople and rights reserved. All rights, titles, and interests in and to the Service, Documentation, and other PayPeople intellectual property rights are owned by PayPeople and its licensors. PayPeople reserves all rights, title, and interest in and to the Service, Documentation, and all associated intellectual property rights, subject to the limited rights expressly provided hereunder. Customer is not given any rights under this agreement save those that are specifically stated in it.
2.2. License Grant: In accordance with the terms and conditions of this Agreement and the scope of use specified in the applicable Order, PayPeople hereby grants Customer a non-exclusive, non-transferable right to use the Service and Documentation only for internal business purposes of Customer and Affiliates and only during the Term.
Acquisition, Amalgamation, Demerger, and Merger: The licence must be transferred to the other entities in accordance with the National Company Law Tribunal’s or the appropriate court’s order and without any transfer fees when the Customer is merged, amalgamated, or demerged under the Companies Act. In this situation, there would be a one-time migration fee that could not exceed the cost of a membership for one month plus any applicable taxes to migrate all pertinent data into the new company. The price is subject to modification for any international licencing or rights transfers in accordance with PayPeople policies.
2.3. License Restrictions:
Customer shall not
(i) modify, reproduce, or produce any works derived from the Service or Documentation;
(ii) give the Service or Documentation, other than to Authorized Parties as permitted herein, a licence, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or in any other way make them available to a third party;
(iii) except as permitted by law, reverse engineer or decompile any part of the Service or Documentation, including but not limited to any software used by PayPeople in providing the Service and Documentation;
(iv) use the Service or Documentation to access any currently marketed good or service;
(v) duplicate any Service or Documentation features, functions, integrations, interfaces, or graphics.
2 . 4. Ownership of Customer Data As between PayPeople and Customer, Customer owns its Customer
2.5. Customer Input: Customer input is anything a customer may have given PayPeople in the form of a suggestion, feature request, enhancement, or bug repair about PayPeople’s product offerings. Any customer input may be used by PayPeople or incorporated into the service under a royalty-free, transferable, sublicensable, perpetual licence. PayPeople is not required to make customer input into a customer, and customers are not required to submit customer input.
2.6. Statistical Data Use: The statistical information derived from the operation of the Service, including without limitation the quantity of records in the Service, the variety of transactions, configurations, and reports processed in the Service, as well as the performance metrics for the Service (the “Aggregated Data”), may only be used by PayPeople. Nothing in this agreement should be interpreted as preventing PayPeople from using the aggregated data for business operations, provided that this use does not directly or indirectly reveal any individual’s identity or any specific information they may have submitted into the service. Any individually identifiable information or corporate identifiable information is never included in the aggregated data.
3.1. Confidentiality: Except as reasonably required to carry out its obligations or exercise its rights under this Agreement, a party must not disclose or use any confidential information of the other party without first receiving the other party’s prior written consent.
3.2. Protection: Each party promises to treat the other party’s confidential information with the same level of care as it does its own similar information, but in no event less than a reasonable standard of care.
3.3. Compelled Disclosure: As long as the party compelled to disclose the other party’s confidential information promptly notifies the other party of it (to the extent permitted by law) and offers reasonable assistance, at the other party’s expense, if the other party wishes to contest the disclosure, it will not be considered a breach of this agreement.
3.4 Remedies: The other party shall be entitled, in addition to any other remedies available, to injunctive relief to enjoin such acts if a party discloses or uses (or threatens to disclose or uses) any Confidential Information of the other party in violation of the confidentiality protections set forth herein. It is acknowledged by the parties that any other available remedies are insufficient.
3.5 Exclusions: Any of the following information is not considered confidential information:
(i) without breaking any obligations owed to the other party, becomes widely known to the public;
(ii) without violating any duty owed to the other party, was known to a party before it was disclosed by the other party;
(iii) without violating any obligations owing to the other party, was independently developed by a party;
(iv) is obtained from a third party without causing any breach of any duty owed to the other party.
(v) Information that the disclosing party expressly agrees in writing is unrestricted. The exclusions listed in this Section do not apply to Customer Data.
4. Client Data
4.1. Security and Protection: PayPeope should continue to operate a formal security programme that is fundamentally compliant with industry standards and intended to
(i) Guarantee the integrity and safety of customer data;
(ii)safeguard customer data against risks or threats to its security or integrity.
(iii) protect customer data from illegal access. The PayPeople Security Policy that is attached to this document shall apply to such security programme. PayPeople builds its services in a way that enables Customers to create varied configurations, enforce user access rules, and regulate the management of data categories that may be populated and/or made accessible on a country-by-country basis. Customer is aware that using the Service and adhering to any conditions herein do not entail compliance with any laws. Customer is aware of its individual responsibility to abide by any and all laws that may be relevant to it. PayPeople will require data protection, confidentiality, and secrecy of all employees and Affiliates tasked with processing customer data.
4.2 Illegal Disclosure: Any party that suspects that Customer Data has been disclosed to someone other than an Authorized Party or PayPeople must immediately notify the other party. Each party will also reasonably help the other party in remediating or minimising any possible harm, including any notifications that should be provided to people who have been affected or could be affected or the offering of credit reporting services to people who have been affected. To the extent that it contributed to the breach or security incident, each party is responsible for paying the expenses of such remediation or mitigation.
4.3 Damages: Only in the event that it can be conclusively demonstrated that PayPeople or one of its affiliates was responsible for the Unauthorized Disclosure or Customer Data breach due to commission or omission of acts in handling such Customer Data would PayPeople be liable for damages resulting therefrom. When a breach of customer data happens as a result of the customer, its employees, affiliates, or other people or organisations with whom it does business, PayPeople is not responsible for any damages. For such a breach of customer data, the maximum liability is constrained.
5.1 Billing and Payment: Invoices for the Service’s fees will be sent in accordance with the applicable Order. All payments due hereunder (apart from fees subject to good faith dispute) shall be due and payable within thirty (30) days of the invoice date, unless otherwise specified in an Order Form. All costs are listed and payable in Pakistani Rupees and are based on Service rights purchased, not actual usage, unless otherwise specified in an Order Form. Customer must give PayPeople complete and accurate billing information as well as their current address and email address in order to receive bills. The payment methods accepted by the customer are online bank transfers, bank deposits, and the payment gateway URL found in the invoice.
5.2 Non-refundable and non-cancellable: All payments paid are not refundable and all obligations to make payments under any and all Order Forms are non-cancelable. The number of Employees specified on each Order Form’s licence rights cannot be lowered during the Term.
5.3. Overdue Payments: Any payment that is not received from the customer by the due date may, at PayPeople’s discretion, incur late fees at the rate of 1.5% of the outstanding balance per month compounded monthly or the maximum rate permitted by law, whichever is lower, from the date that the payment was due until the date that it was received.
5.4. Non-Payment and Service Suspension: In addition to any other rights or remedies it may have under this Agreement or by law, PayPeople reserves the right to suspend the Service upon thirty (30) days written notice, without liability to the Customer, until such amounts are paid in full. This right applies only to charges that are the subject of a reasonable and good faith dispute.
5.5. Taxes: PayPeople’s fees do not include any direct or indirect local, state, central, or foreign taxes, levies, duties, or similar governmental assessments of any kind, including value-added, excise, use, or withholding taxes (collectively, “Taxes”). This excludes income tax, unless otherwise specified in an Order Form. All Taxes related to Customer’s purchases made under this Agreement, this Agreement’s terms, and the Service must be paid by Customer. Customer supplies PayPeople with a valid tax exemption certificate issued by the proper taxation authority for any tax exemptions they may have under the current local and federal regulations. If the customer is required by law to withhold any money, they must do so within 30 days of the day they were informed of their legal requirement.
5.6. Verification of Employee Count: The amount of Employee records stored on its hosted servers may be periodically confirmed by PayPeople’s Services. Customer should yearly report to PayPeople and pay subscription fees for additional Employees in accordance with the provisions of the applicable Order, unless the applicable Order Form specifies an alternative timeframe.
6. Warranties and Disclaimers
6.1. Warranties: Each party guarantees that it has the legal right to enter into this Agreement and that, in carrying out its obligations under it, it will abide by all laws on data privacy, international communications, and the transfer of technical or personal data that are relevant to it. PayPeople promises this throughout the Term.
(i) The Service must substantially comply with the Documentation;
(ii) Throughout the Term, the Service’s functionality won’t significantly diminish.
(iii) The given services won’t breach or infringe on anyone’s or any organization’s intellectual property rights;
(iv) In conformity with all applicable laws, rules, and regulations, PayPeople will offer the Services.
(v) PayPeople agrees to utilise its best efforts to address any interruptions or technical problems with the Services it is obligated to deliver under this Agreement within the time frames outlined in Exhibit: PayPeople Production Support Policy.
(vi) make sure that the Service is free of malware, spyware, phishing programmes, viruses, and other potentially harmful software.
(vii) Ensure that the Exhibit: Service Level Agreement is followed when notifying the customer of any scheduled maintenance or other event that renders the Services inoperative or inaccessible (within the restrictions specified herein under this Agreement).
6.2. Warranty Remedies: As Customer’s sole remedy and PayPeople’s sole liability for breach of the warranty stated in Section 6.1, PayPeople shall either (a) correct the non-conforming Service at no additional cost to Customer or (b) refund Customer any amounts paid that can be attributed to the defective Service from the date PayPeople received such notice if PayPeople is unable to correct such deficiencies after making good-faith efforts. To be eligible for warranty remedies, customers must notify PayPeople in writing of any deficiencies as soon as possible, but no later than thirty (30) days after they become aware of them.
6.3. Disclaimer: Except As Expressly Provided Herein And To The Maximum Extent Permitted By Applicable Law, PayPeople Makes No Warranties Of Any Kind, Whether Express, Implied, Statutory Or Otherwise, And Specifically Disclaims All Implied Warranties, Including Any Warranties Of Merchantability Or Fitness For A Particular Purpose With Respect To The Service And/Or Related Documentation. PayPeople Does Not Warrant That The Service Will Be Error Free Or Uninterrupted. The Limited Warranties Provided Herein Are The Sole And Exclusive Warranties Provided To Customer In Connection With The Provision Of The Service.
7. Mutual Indemnification
7.1 Indemnification by PayPeople : PayPeople shall defend, indemnify, and hold Customer harmless against any loss, damage, or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder violates a copyright, a patent issued as of the Effective Date, or a trademark of a third party; however, Customer: (a) promptly gives written notice of any claim to PayPeople within
(b) assigns PayPeople exclusive authority over the defence and resolution of the Claim (provided that PayPeople may not settle any Claim unless it unconditionally releases Customer of all liability).
(c) offers PayPeople all reasonable help at PayPeople’s expense.
PayPeople will not be compelled to defend the customer if