Terms of Use

These Terms of Use (“Terms”) constitute a binding agreement between Digital Solution Foundry (Pty) Ltd, registration number 2017/144872/07, a private company duly incorporated in accordance with the company laws of the Republic of South Africa, trading as “E·BIZI Works” (“we”, “us”, “our” or the “Provider”), and the person or entity that registers for, accesses, or uses the E·BIZI Pay platform (“you”, “your”, the “User” or the “Client”).

By creating an account, clicking “I Agree”, or by accessing or using any part of the Platform (as defined below), you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Notice, and, where applicable, our Data Processing Agreement. If you do not agree to these Terms, you must not access or use the Platform.

1. Definitions and Interpretation

In these Terms, unless the context indicates otherwise, the following words and expressions shall bear the meanings assigned to them below, and cognate expressions shall bear corresponding meanings:

“Agreement” means these Terms of Use, together with the Privacy Notice, the Data Processing Agreement, any Order Form, and any other document incorporated by reference;

“Business Day” means any day other than a Saturday, Sunday, or public holiday in the Republic of South Africa;

“Client Data” means any data, records, or Personal Information that a Client or its Users upload, submit, or generate through the Platform, including payroll, bookkeeping, and identity-verification data relating to the Client’s employees, contractors, or customers;

“Fees” means the subscription and usage fees payable for access to the Platform, as set out on our Pricing page or in an Order Form;

“Personal Information” means has the meaning given to it in the Protection of Personal Information Act 4 of 2013 (“POPIA”);

“Platform” means the E·BIZI Pay software-as-a-service platform, comprising the Pay and Books, accessible via www.ebizi.co.za and any associated mobile applications or APIs;

“Services” means the payroll processing, bookkeeping, document management, and related functionality made available through the Platform;

“User” means any individual authorized by a Client to access the Platform under the Client’s account;

The headings in these Terms are for convenience only and do not affect their interpretation. Words importing one gender include the other genders, the singular includes the plural and vice versa, and references to a “person” include natural and juristic persons.

2. The Services

2.1 Platform modules

The Platform currently comprises the following modules, which the Client may subscribe to individually or in combination:

• Pay - payroll processing, payslip generation, statutory calculations (PAYE, UIF, SDL) and related payroll administration functionality; and
• Books - bookkeeping, invoicing, expense tracking, and financial record-keeping functionality.

2.2 Nature of the Services

The Platform is a software tool designed to assist the Client in performing payroll and bookkeeping functions. The Platform automates calculations based on information and instructions provided by the Client and on rates, tables, and formulae published by the South African Revenue Service (“SARS”), the Department of Employment and Labour, and other relevant authorities, as at the date on which the calculation is performed.

The Platform is a tool, not a substitute for professional advice. We do not provide legal, tax, accounting, payroll, or labour law advice. The Client remains solely responsible for the accuracy and completeness of information it inputs, and for its own compliance with all applicable legislation.

3. Eligibility and Registration

To register for the Platform, you must be a juristic person duly registered in accordance with applicable law, or a natural person of at least 18 years of age with full legal capacity to contract, and duly authorized to bind the Client to these Terms.

You warrant that all information provided during registration is true, accurate, current, and complete, and you undertake to promptly update such information to keep it accurate.

4. User Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at info@ebizi.co.za if you become aware of any unauthorized access to, or use of, your account.

We reserve the right to suspend or terminate any account where we reasonably suspect fraudulent activity, a breach of these Terms, or unauthorized access.

5. Subscription, Fees and Payment

5.1 Fees

Fees are as set out on our Pricing page or in the applicable Order Form, and are exclusive of value-added tax (VAT), which shall be added at the prevailing statutory rate where applicable.

5.2 Billing and payment

Fees are billed in advance on a monthly or annual basis, as selected by the Client, via debit order, credit card, or electronic funds transfer. Payment obligations are non-cancellable and, save as set out in clause 6.4, Fees paid are non-refundable.

5.3 Late payment

Where Fees remain unpaid seven (7) calendar days after the due date, we may suspend access to the Platform on reasonable notice, without prejudice to any other right or remedy available to us, including the recovery of interest at the rate prescribed under the Prescribed Rate of Interest Act 55 of 1975.

5.4 Price changes and refunds

We may amend our Fees from time to time on no less than thirty (30) days’ written notice. Refunds, where applicable, will be assessed in accordance with the Consumer Protection Act 68 of 2008, to the extent that Act applies to the Client.

6. Client Data and Ownership

As between the parties, the Client retains all right, title, and interest in and to the Client Data. We claim no ownership over Client Data and will only Process it in accordance with the Client’s instructions, these Terms, our Privacy Notice, and, where applicable, the Data Processing Agreement concluded between the parties.

The Client warrants that it has all necessary rights, consents, and lawful bases required under POPIA to upload, submit, and permit us to Process any Personal Information contained in the Client Data, including Personal Information relating to its employees, contractors, and customers.

7. Acceptable Use

You agree not to, and not to permit any User to:

• use the Platform for any unlawful purpose or in a manner that infringes the rights of any third party;
• upload any data that is unlawful, defamatory, or that the Client does not have the right to upload;
• attempt to gain unauthorized access to the Platform, other accounts, or our systems and networks;
• reverse engineer, decompile, or disassemble any part of the Platform, save to the extent permitted by section 11 of the Copyright Act 98 of 1978;
• use any automated means (including scraping tools or bots) to access the Platform without our prior written consent;
• resell, sublicense, or provide the Platform to third parties as a service bureau, save as expressly agreed in writing; or
• introduce any virus, malware, or other harmful code into the Platform.

8. Intellectual Property

The Platform, including its software, source code, design, trademarks (including the E·BIZI Pay name and logo), and all related documentation, is and remains the property of Digital Solution Foundry (Pty) Ltd and its licensors, and is protected under the Copyright Act 98 of 1978, the Trade Marks Act 194 of 1993, and other applicable intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes during the subscription term.

9. Third-Party Services and Integrations

The Platform may integrate with third-party services, including payment gateways, SMS and email providers, and cloud infrastructure providers. Your use of such third-party services is subject to the applicable third party’s terms and privacy policies, and we accept no liability for the acts or omissions of such third parties.

10. Availability, Support and Maintenance

We will use reasonable commercial efforts to make the Platform available on a 24/7/365 basis, save for scheduled maintenance (of which we will endeavor to give reasonable prior notice) and events beyond our reasonable control. Specific uptime commitments and support response times, where contractually agreed, are set out in the applicable Service Level Agreement.

11. Warranties and Disclaimers

Save as expressly stated in these Terms, the Platform is provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Platform will be error-free or uninterrupted, or that calculations performed by the Platform will be free of error in every circumstance, particularly where such error results from inaccurate, incomplete, or outdated information supplied by the Client, or from changes in legislation not yet reflected in the Platform.

12. Limitation of Liability

To the maximum extent permitted by law, and save in respect of liability arising from our gross negligence, wilful misconduct, or fraud, our aggregate liability to the Client arising out of or in connection with these Terms, whether in contract, delict, or otherwise, shall not exceed the total Fees paid by the Client in the six (6) months preceding the event giving rise to the claim.

In no event shall either party be liable for any indirect, special, incidental, or consequential loss, including loss of profit, loss of revenue, or loss of business opportunity, even if advised of the possibility of such loss.

13. Indemnity

The Client indemnifies and holds us harmless against any claim, loss, or liability arising from: (a) the Client’s breach of these Terms; (b) the Client Data or the Client’s use of the Platform in contravention of applicable law; or (c) the Client’s failure to obtain the consents necessary to lawfully process Personal Information through the Platform.

14. Data Protection

Our collection and Processing of Personal Information is governed by our Privacy Notice, available at www.ebizipay.co.za/privacy, and, where we Process Personal Information on the Client’s behalf as an Operator under POPIA, by the Data Processing Agreement incorporated by reference into these Terms and available at www.ebizipay.co.za/dpa. By using the Platform to upload or process Personal Information relating to third parties (including employees), the Client accepts the terms of the Data Processing Agreement.

15. Confidentiality

Each party undertakes to keep confidential all proprietary or confidential information disclosed to it by the other party and not to disclose such information to any third party, save to the extent required by law, regulation, or an order of a competent court or regulator, including the Information Regulator.

16. Suspension and Termination

16.1 Termination for convenience

Either party may terminate the Agreement on thirty (30) days’ written notice to the other party.

16.2 Termination for cause

Either party may terminate the Agreement with immediate effect on written notice if the other party commits a material breach of these Terms which, if capable of remedy, is not remedied within fourteen (14) days of written notice to do so, or if the other party becomes insolvent, is placed under business rescue, or has liquidation or sequestration proceedings instituted against it.

17. Consequences of Termination

On termination of the Agreement for any reason: (a) your right to access the Platform ceases immediately; (b) you remain liable for all Fees accrued up to the date of termination; and (c) we will make Client Data available for export for a period of thirty (30) days following termination, after which it may be permanently deleted in accordance with our data retention practices and the Data Processing Agreement.

18. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure results from circumstances beyond its reasonable control, including load shedding, natural disaster, war, civil unrest, or failure of a third-party telecommunications or internet service provider.

19. Dispute Resolution

The parties shall use reasonable efforts to resolve any dispute arising out of or in connection with these Terms through good-faith negotiation. Should a dispute not be resolved through negotiation within thirty (30) calendar days of written notice of the dispute being issued by either party, either party shall be entitled to institute legal proceedings in a court of competent jurisdiction. Nothing in this clause 19 shall preclude or restrict either party from seeking urgent interim relief or an interdict from the High Court of South Africa (Gauteng Division, Johannesburg) or any other court of competent jurisdiction.

20. General

20.1 Governing law and jurisdiction

These Terms are governed by the laws of the Republic of South Africa.

20.2 Amendment

We may amend these Terms from time to time by publishing the updated Terms on the Platform and providing notice via email or in-app notification. Continued use of the Platform following such notice constitutes acceptance of the amended Terms.

20.3 Cession and assignment

The Client may not cede, assign, or delegate its rights or obligations under these Terms without our prior written consent. We may cede or assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

20.4 Severability

If any provision of these Terms is found to be unlawful, invalid, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

20.5 Entire agreement

These Terms, together with the Privacy Notice, the Data Processing Agreement, and any Order Form, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings, whether written or oral, relating to their subject matter.

20.6 Notices

Any notice given under these Terms shall be in writing and delivered by email to the addresses specified in the Client’s account or, in our case, to info@ebizi.co.za.

21. Contact Details

For any queries regarding these Terms, please contact us at:

Digital Solution Foundry (Pty) Ltd

Reg No 2017/144872/07

Parktown, Johannesburg, South Africa

Email: info@ebizi.co.za