Terms of Service

1. Definitions

• "Account" means the tenant workspace created for the Customer on the Service.
• "Authorised User" means an employee, contractor, or agent of the Customer authorised to use the Service under the Customer's Account.
• "Customer Data" means all data submitted to the Service by or on behalf of the Customer, including employee personal information, payroll data, and company information.
• "Documentation" means the user guides, manuals, and knowledge base published by NovaHR.
• "Order" means the plan selection, pricing, and subscription term accepted by the Customer, whether in-app, by quotation, or by signed order form.
• "Personal Information" has the meaning given in the Protection of Personal Information Act 4 of 2013 ("POPIA").
• "Subscription Term" means the period for which the Customer has subscribed to the Service.

2. The Service

2.1 NovaHR provides a cloud-based human resources, payroll, and employee management platform designed for South African small and medium enterprises, including employee records, payroll processing, payslip generation, leave management, attendance, reporting, and related modules.

2.2 NovaHR will make the Service available to the Customer during the Subscription Term in accordance with these Terms, the Order, the Service Level Agreement, and the Data Processing Agreement.

2.3 NovaHR may improve, modify, or update the Service from time to time, provided that no such change materially reduces the core functionality paid for by the Customer during the then-current Subscription Term.

3. Licence and Access Rights

3.1 Subject to these Terms and payment of applicable fees, NovaHR grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for its Authorised Users to access and use the Service for the Customer's internal business purposes.

3.2 The Service is licensed on a subscription basis, not sold. NovaHR and its licensors retain all right, title, and interest in and to the Service, the underlying software, and all intellectual property therein.

3.3 The Customer must ensure that the number of employees managed in the Service does not exceed the limit of its selected plan. NovaHR may require an upgrade where limits are exceeded.

4. Restrictions

The Customer must not, and must not permit any person to:

• (a) copy, modify, adapt, translate, or create derivative works of the Service;
• (b) reverse engineer, decompile, or disassemble the Service, except to the extent permitted by law;
• (c) sell, resell, rent, lease, sublicense, or otherwise make the Service available to third parties, other than Authorised Users;
• (d) use the Service to build a competing product or to benchmark for a competitor;
• (e) circumvent usage limits, security controls, or tenant isolation;
• (f) upload malicious code or interfere with the integrity or performance of the Service;
• (g) use the Service in violation of the Acceptable Use Policy or applicable law, including POPIA and tax legislation.

5. Customer Responsibilities

5.1 The Customer is responsible for: (a) the accuracy, quality, and legality of Customer Data, and for having a lawful basis to process the Personal Information of its employees in the Service; (b) configuring the Service correctly, including salary structures, deductions, leave policies, and company settings; (c) reviewing and approving all payroll outputs before payment to employees and before submission to the South African Revenue Service ("SARS"); (d) its own statutory obligations as an employer, including PAYE, UIF, SDL, EMP201 and EMP501 submissions, and compliance with the Basic Conditions of Employment Act 75 of 1997 ("BCEA"); (e) maintaining the confidentiality of login credentials and for all activity under its Account; (f) promptly notifying NovaHR of any suspected unauthorised access.

5.2 The Service is a tool, not a tax practitioner, accountant, or attorney. Outputs of the Service, including payroll calculations and reports, do not constitute tax, legal, or financial advice. The Customer remains solely responsible for its statutory compliance as an employer.

6. Fees and Payment

6.1 Fees are as set out in the Order and the current Pricing Schedule. All fees are quoted in South African Rand and, unless stated otherwise, exclude VAT, which will be added where applicable.

6.2 Subscriptions are billed in advance, monthly or annually per the Order. Payment is due within 7 days of invoice date unless otherwise agreed.

6.3 Overdue amounts may accrue interest at 2% per month or the maximum rate permitted by law, whichever is lower. NovaHR may suspend access for accounts more than 14 days overdue, after written notice.

6.4 Fees are non-refundable except as expressly stated in the Refund and Cancellation Policy or required by the Consumer Protection Act 68 of 2008 where applicable.

6.5 NovaHR may adjust pricing with at least 30 days' written notice, effective from the Customer's next renewal.

7. Trial Accounts

7.1 Trial accounts are provided as-is, without warranty or SLA commitments, for evaluation only.

7.2 Trial data may be deleted 30 days after trial expiry unless the Customer subscribes to a paid plan.

8. Customer Data, Privacy, and Security

8.1 As between the parties, the Customer owns all Customer Data. The Customer grants NovaHR a licence to host, process, and display Customer Data solely to provide and support the Service.

8.2 Processing of Personal Information within Customer Data is governed by the Data Processing Agreement, which forms part of these Terms. For that data, the Customer is the Responsible Party and NovaHR is the Operator under POPIA.

8.3 NovaHR will implement and maintain appropriate, reasonable technical and organisational measures as described in the Security Overview and the Data Processing Agreement.

8.4 NovaHR's collection of Personal Information for its own purposes (such as account and billing contacts) is governed by the Privacy Policy.

8.5 NovaHR may use aggregated, de-identified data that does not identify the Customer or any data subject to improve the Service and produce statistics.

9. Support and Service Levels

Support is provided in accordance with the Support Policy. Availability commitments and service credits are set out in the Service Level Agreement.

10. Term, Suspension, and Termination

10.1 These Terms commence on the earlier of account creation or Order acceptance and continue for the Subscription Term, renewing automatically for successive periods equal to the initial term unless either party gives notice of non-renewal per the Refund and Cancellation Policy.

10.2 Either party may terminate for material breach not cured within 14 days of written notice, or immediately if the other party becomes insolvent or subject to business rescue.

10.3 NovaHR may suspend access immediately where reasonably necessary to prevent harm, including security incidents, unlawful use, or breach of the Acceptable Use Policy, and will restore access once resolved.

10.4 On termination or expiry:

• (a) the Customer's right to access the Service ends;
• (b) the Customer may export Customer Data for 30 days after the effective date of termination ("Export Window");
• (c) after the Export Window, NovaHR will delete Customer Data in accordance with the Data Retention Policy, except where retention is required by law;
• (d) accrued payment obligations survive.

11. Warranties and Disclaimers

11.1 Each party warrants that it has the authority to enter into these Terms.

11.2 NovaHR warrants that the Service will perform materially in accordance with the Documentation. The Customer's exclusive remedy for breach of this warranty is re-performance or, failing that, termination and a pro-rata refund of prepaid unused fees.

11.3 Except as expressly stated, the Service is provided "as is" and NovaHR disclaims all other warranties, express or implied, including fitness for a particular purpose and non-infringement, to the maximum extent permitted by law.

11.4 NovaHR does not warrant that the Service will be uninterrupted or error-free, or that outputs are a substitute for professional review. Nothing in these Terms excludes rights that cannot be excluded under the Consumer Protection Act where it applies.

12. Indemnities

12.1 NovaHR will defend the Customer against third-party claims alleging that the Service infringes South African intellectual property rights, and pay damages finally awarded, provided the Customer promptly notifies NovaHR and gives sole control of the defence. This does not apply to claims arising from Customer Data or misuse of the Service.

12.2 The Customer will defend NovaHR against third-party claims arising from Customer Data, the Customer's breach of POPIA as Responsible Party, or the Customer's unlawful use of the Service.

13. Limitation of Liability

13.1 Neither party is liable for indirect, consequential, or special damages, loss of profits, or loss of data, even if advised of the possibility.

13.2 Each party's total aggregate liability under or in connection with these Terms is limited to the fees paid or payable by the Customer in the 12 months preceding the event giving rise to the claim.

13.3 The exclusions in this clause do not apply to: (a) either party's indemnity obligations; (b) the Customer's payment obligations; (c) liability that cannot lawfully be excluded, including under the Consumer Protection Act where applicable.

13.4 Payroll disclaimer: NovaHR is not liable for penalties, interest, or assessments imposed by SARS, the Department of Employment and Labour, or any authority arising from the Customer's late submissions, incorrect configuration, or failure to review payroll outputs.

14. Confidentiality

14.1 Each party will protect the other's Confidential Information with at least the care it uses for its own, and use it only to perform under these Terms.

14.2 Confidential Information excludes information that is public through no fault of the recipient, independently developed, or lawfully received from a third party. Disclosure required by law is permitted with prompt notice where lawful.

15. General

15.1 Governing law: These Terms are governed by the laws of the Republic of South Africa. The parties consent to the jurisdiction of the High Court of South Africa, [Western Cape Division / Gauteng Division].

15.2 Dispute resolution: The parties will first attempt to resolve disputes by good-faith negotiation between senior representatives within 30 days, failing which either party may refer the dispute to arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA), or to court for urgent relief.

15.3 Notices: Legal notices must be in writing to the addresses in the Order, with a copy by email to sales@novabos.co.za (for NovaHR) and the Customer's billing email.

15.4 Assignment: Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

15.5 Force majeure: Neither party is liable for delay or failure caused by events beyond its reasonable control, including load-shedding beyond stage contingency, upstream provider outages, war, or acts of government, provided the affected party mitigates and resumes promptly.

15.6 Changes to these Terms: NovaHR may update these Terms with at least 30 days' notice for material changes. Continued use after the effective date constitutes acceptance. Material changes reducing Customer rights apply from the next renewal.

15.7 Entire agreement: These Terms, the Order, and the documents incorporated by reference (Acceptable Use Policy, Service Level Agreement, Data Processing Agreement, Privacy Policy, Support Policy, Refund and Cancellation Policy, Subscription and Payment Terms) constitute the entire agreement and supersede prior discussions.

15.8 Severability and waiver: Invalid provisions are severed without affecting the remainder. Failure to enforce is not a waiver.

15.9 ECTA: The parties agree that these Terms may be concluded electronically under the Electronic Communications and Transactions Act 25 of 2002, and that electronic acceptance constitutes a valid signature.