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For the execution of these terms, the following terms must be understood in the sense defined below: Supplier means the company E-Payroll (Mauritius) Ltd registered in the Companies Register of Mauritius under the number C152276. Service: refers to an inseparable set consisting of the grant of the right to use the Software, Support and operating services of the Software Package hosted on the IT Resources. Customer means the user who subscribed to the Service. Contract: means the present document with the present general conditions of sale and use as well as the Technical Prerequisites. Technical Prerequisites can be sent to the Customer at first request and can also be consulted and downloaded on the Service provided to the Supplier. The Supplier recommends to the Customer to become acquainted with the Technical Prerequisites by this permanently available means of access. Any clarifications and additions made by the Supplier to the subject of the Contract, and made known to the Customer by any means, unless they have been expressly contradicted by him before the signing of the Agreement, will be considered as accepted by the Customer. and be part of it. Technical Prerequisites: refers to the list of equipment and devices (including telecommunications, telecom links, routers) recommended by the Supplier and to be implemented and respected by the Customer to access the IT Resources and use the Service. Software package: means the payroll package made available on the Internet in SaaS mode by the Provider. The Workstation Users must comply with the Technical Prerequisites. Workstation Users: means the computer equipment installed at the Customer allowing him to access the Computer Resources. Implementation Services: means the implementation services for the Software (analysis, configuration, training) offered by the Supplier and subscribed by the Customer. IT means: means the computer hardware and systems (data and processing server, operating systems, data management and access program, backup and security devices) installed in a protected site, and necessary for use and operation of the Service made available to the Customer by the Supplier. Support: means the support and maintenance of software packages as well as support for operations. Users: means the Customer and / or its staff authorized to access or may have access to the Service for internal use. These definitions are capitalized and read singular and plural.
The Supplier and the Client agree that the French language is the only language used in their commercial and legal exchanges. The Service offered by the Supplier is designed to meet the needs of the largest number of Clients. Therefore, the establishment of specifications or an expression of needs is the sole responsibility of the Customer. Such a document may only be taken into account after express confirmation by the Supplier, which occurred before the signing of these presents and to be appended hereto. Otherwise, the document will be deemed non-existent. Likewise, it is up to the Customer to ensure the adequacy of the Service to its own needs, in particular on the basis of the indications provided in the documentation available on the Supplier's website and / or the commercial proposal that may be submitted to it, which he acknowledges having read. In the absence of having requested the Supplier to request further clarification and / or to attend an additional demonstration of the Services and prior to the signing of these, the Customer acknowledges having been sufficiently informed. The Customer undertakes to respect the Technical Prerequisites of the Service and to ask him for the evolutions of the Technical Prerequisites. have requested the Supplier to request further clarification and / or attend an additional demonstration of the Services and prior to the signing of these, the Customer acknowledges having been sufficiently informed. The Customer undertakes to respect the Technical Prerequisites of the Service and to ask him for the evolutions of the Technical Prerequisites. have requested the Supplier to request further clarification and / or attend an additional demonstration of the Services and prior to the signing of these, the Customer acknowledges having been sufficiently informed. The Customer undertakes to respect the Technical Prerequisites of the Service and to ask him for the evolutions of the Technical Prerequisites.
The Customer is deemed to have read the Agreement and to have duly accepted it, either after the sending of the Technical Prerequisites then of his request, or in the absence of such a request, because of the possible and permanent consultation of said documents. electronically on the Supplier's website. Any request for Technical Prerequisites must be sent to the Supplier by registered letter with acknowledgment of receipt and will only be valid in this condition. Any modification or alteration made to the preprinted part of this document must be confirmed in writing by the Supplier. Otherwise, the modification or alteration is deemed null and void.
The Supplier undertakes to provide the Customer with the terms and conditions set forth herein and below, the Implementation Services and the Service and a right to use the Software.
5.1. Any Software accessible under the Service remains the property of its author. Consequently, the Customer acquires, by virtue of the Contract, only a personal, non-exclusive, non-transferable and non-transferable right to use the Software. This concession is granted to the Customer in return for the payment of the Service and for the duration of the Service. The Supplier reserves the right to correct any anomalies in the Software and to make changes to it, without having the obligation to inform the Customer in advance and without the object of this Contract being questioned.
5.2. In the context of the grant of rights granted to the Customer by the Supplier, the Customer undertakes not to infringe directly or indirectly the rights of ownership of the author and in particular: - undertakes to use them only in accordance with their destination, that is to say in accordance with their associated documentation and for the sole needs of their activity, - refrain from making them available to third parties, directly or indirectly, for whatever reason, under any form and for any reason whatsoever, free of charge or onerous, without the prior express written consent of the Supplier, - undertakes not to disclose its contents or assign in any capacity whatsoever, its right to use.
6.1. ACCOMMODATION: In order to ensure an optimal quality of service to the Customer, the Provider hosts the Service and the Customer's data necessary for its proper functioning on the computing resources of a hosting provider (hereinafter the Host) of world renown. The Supplier may change its Host to its guide without notice to the Customer. IT assets are operated in a secure environment, providing access control, service continuity, storage and data protection, equipment operation, and connectivity to remote networks. This hosting includes: - the provision and implementation of server systems and their peripheral units; - the supply of m² of technical rooms equipped with: - the emergency power supply with standby generator, - environmental monitoring systems (fire, smoke, flood) and fire suppression, - an air-conditioning system; - organization and security teams, physical access control and anti-intrusion, on a permanent basis, 24/7; - collection points of various networks and various operators. The Supplier may, without compensation to the Customer, make service interruptions. Stops are scheduled for version change, platform upgrade, or other major intervention. These stops are usually scheduled outside office hours. A schedule of planned interventions will be made available to the Client upon request. In case of absolute necessity, the Supplier may make emergency stops (loss of data integrity, viral alerts, ..). In this case, the Supplier undertakes to keep the Customer informed.
6.2. INSTALLATION OF THE SOFTWARE: The Software Package will be installed by the Supplier on the IT Resources. At the end of this installation, the Supplier will inform the Customer of the access codes to the Computer Resources.
6.3. ADMINISTRATION AND SUPERVISION OF COMPUTER MEANS: the services provided are: - installation, maintenance and upgrade of operating systems, database management systems, monitoring, exploitation and optimization software, - the definition and implementation of IT safeguards policies, - proactive and reactive actions for optimization and improvement of IT resources, - definition of service continuity procedures.
6.4. SUPPLIER PROGRAM UPDATE: the Supplier will install the Updates directly on the IT Means according to the terms and conditions defined in the provisions relating to the Support.
6.5. ADMINISTRATION OF DATABASES: the Supplier will be responsible for the administration of the databases on which the Software Packages are based, including storage spaces for databases, objects (tables, indexes, rules, triggers, etc.), backups and restores. the Supplier will in particular: - anticipate the problems of saturation of the storage spaces (disks, filesystems, tables and indexes); - to plan and carry out maintenance operations requiring downtime for: - reorganisations, - changes to the parameters of the database management system, - changes concerning the distribution of the physical storage, the application of patches or upgrade version of the database; - from optimize the memory usage parameters of the DBMS and the application. The administration of the databases does not therefore include the modification of the application objects, which is done only through the changes of versions.
6.6. NETWORK ADMINISTRATION: The LAN infrastructure of the platform is included in the service. This infrastructure is redundant to ensure a specified level of availability. Connection to the Customer's remote network, Client-specific Wide Area Network (WAN) and Local Area Network (LAN) infrastructure are outside the Supplier's scope of action and remain the responsibility of the Customer.
6.7. SECURITY MANAGEMENT: the Supplier undertakes to implement technical means to ensure the physical and logical security of servers and networks. As soon as it becomes aware, each Party shall promptly notify the other Party of any fact that may constitute an infringement of the physical or logical security of the other Party's environment (attempted intrusion, for example).
6.8. SECURITY OF PROGICIALS AND DATA: the Supplier will implement the necessary measures to allow access to the Software and the data of the Customer only authorized persons of the Supplier and to persons authorized by the Customer. the Supplier will ensure a complete seal between the Software Packages and the Customer's data and the Software Packages and the data of the other Clients.
6.9. DATA TRANSFER SECURITY: Provider will apply known security rules for data transfers to the outside.
The Service will be provided by the Supplier in accordance with the provisions which specify in particular the duration, the associated procedures, the procedures for setting up updates as well as, more generally, the operating services, the conditions of the Support. The following services are not covered by the Service: - work and interventions concerning the User Workstation and the Customer's infrastructure (telecommunications, networks, security equipment) allowing the Customer to access and connect to the IT means, - the resolution of problems caused by an error or a bad handling of Users not complying with the rules of use, - all services on the Customer's site, - connection of the remote network, - provision of Software Implementation.
8.1. Any Implementation Services retained by the Customer will be executed by the Supplier. The Customer must take all necessary measures for the protection of his computer equipment and in particular as regards the protection against viruses, worms and other hostile intrusion processes. In addition, the Customer undertakes to give the Supplier free access to all information deemed necessary by the Supplier to provide the Implementation Services.
8.2. Any provision of interfacing and / or data recovery must, in order to be executed by the Supplier, have previously given rise to a technical feasibility study on the basis of the elements to be provided by the Customer and an estimate of the days necessary in the form of an estimate accepted by the Customer and the Supplier.
8.3. The terms and conditions of the training are as follows: - The content of the Supplier's training is described in the teaching contents; which can be sent to the Customer on request. The Customer is liable to the Supplier for the costs incurred for the training, even if the invoice is sent to a paying agency. The constitution as well as the follow-up of any file with a paying agency is with the load of the Customer and falls under its responsibility. As such, the Customer agrees to provide the Supplier, before applying for registration to the training (s) concerned (s), an agreement to support his paying agency. Otherwise, the training will be billed directly to the Customer, who accepts it, and payable upon receipt of invoice. If the Customer wishes to have a training agreement he must make the request to the Supplier and accept the pre-printed document "Training Agreement". The Client who registers a participant must ensure that he / she has the level and motivation necessary for the understanding and proper accomplishment of the training (s) provided. Registrations are processed by the Supplier in the order of receipt of the ballots. If the course chosen is complete on the day of registration, a new date will be proposed to the Client. The registration will be taken into account and planned as soon as the Customer has transmitted a support agreement to a paying agency or proceeded to the total payment of his order. The Registration will be confirmed by the Supplier no later than eight (8) days before the start of the internship. - The training services will be performed by the Supplier in the following ways: - multi-client services in the center, in premises made available by the Supplier. The cost of meals and travel of the Customer will remain his responsibility; - services in the Client's premises: the cost of meals and travel of the speaker will be billed at a flat rate of MUR 2,000 per day; - Training on proposal: at the request of the Customer, a flexible training proposal is established by the Supplier and accepted by the Customer. Training can be done either on site or in the center. Travel and / or meal expenses are billed according to the conditions defined above depending on the location of the training. - If necessary, the Supplier will offer training in the form of Web Training or e-learning services. To follow the Web Training services offered by the Supplier, the Customer undertakes to have a telephone link and an operational internet link. The implementation of these elements will remain in any case at the expense of the Customer. The Customer is informed that the Web Training and e-learning services are not supported by a paying agency. - In all cases the prices applied are those appearing in the Contract. The invoicing of the services will be addressed to the Customer and will not be divisible. - Timesheet : trainees of the Customer present at each training day agree to sign the Supplier's daily attendance sheet which will serve as a basis for Supplier's invoicing. - Cancellation and Report: - Cancellation by the Customer: the Customer who wishes to change the date of registration, or cancel participation in an internship, must notify the training department of the Supplier, by mail or email sent at least eight ( 8) working days before the start date of the internship. In the event of a cancellation that is too late (less than eight days before the start date of the internship), a lump sum cancellation indemnity equal to fifty (50)% of the price of the internship may be claimed at Customer. - Postponement of the internship due to the Supplier: an internship in the center may be postponed if the number of participants is insufficient. The Customer will be notified at least eight (8) days before the scheduled date of the internship. An internship in the premises of the Customer may be postponed in case of unavailability of the trainer or the means of transport originally planned (strikes, bad weather).
9.1. The prices of the items ordered are indicated in Mauritian rupees (MUR) excluding VAT on value added.
9.2. The Implementation Services will be invoiced as and when they are realized.
9.3. The Service will be billed as a subscription.
9.4. Upon acceptance of the Contract, the Customer will pay the Supplier, in advance, the total amount inclusive of any Implementation Services.
9.5. Invoices from the Supplier, out of Service, will be paid by the Customer without discount upon receipt of invoice. For the Service, the Supplier's invoices will be paid by the Customer by automatic transfer. The Customer undertakes to provide his bank details (RIB or IBAN) and to complete the automatic order authorization (standing order) which will be provided by the Supplier.
9.6. After the deadline, a penalty for late payment calculated on the basis of an interest rate set at 15% will be payable by the Supplier without a reminder being necessary. In addition, the Supplier reserves the right, 15 days after the sending of the formal notice to pay, in the recommended form, remaining partially or totally ineffective, to suspend his services until full payment of the sums due and, where applicable, to automatically terminate, with immediate effect, the current Contract. Any unpaid fees, following a bank rejection of a payment from the Customer, will remain at the financial expense of the latter. In addition, the absence of payment by the Customer of an expired invoice will allow the Supplier to
9.7. Once a year the Supplier reserves the right to increase the amount of the Service's subscription within the minimum limit of 5% or maximum of three times the evolution of the inflation index since the last increase. or since the signing of the Contract.
The Service is concluded for the duration freely agreed with the Client. the Supplier undertakes in all the following cases, namely the normal termination of the Contract and / or termination of the Contract: - to make available to the Customer all the last backup of his data. It will be up to the Customer to recover his data either by using the tools of the Software made available if necessary or by asking the Provider for a refund on a digital type of support and this, as part of a billable service; - to proceed to the total physical destruction of all the Customer's data, the Supplier agreeing that no data specific to the Customer, in particular hosted, will be kept by itself, at the end of the Contract, whatever in itself the cause.
The Customer may request, by registered letter with acknowledgment of receipt, the termination of this Agreement by operation of law in case of non-compliance by the Supplier, for three consecutive months, the availability of the Service and this without prejudice to any damages. Termination of this Agreement shall take effect three (3) months after receipt of the aforementioned letter by the Supplier, except that the latter justifies appropriate remedies provided or to be made to remove the breach. 11.2. the Supplier may request, by registered letter with acknowledgment of receipt, the termination of this Agreement by operation of law in the event of default by the Customer to its obligations and without prejudice to any damages. Termination of this Agreement will take effect three (3) months after receipt of the aforementioned letter by the Customer, except that the latter justifies appropriate remedies made or to be made to remove the breach. No compensation may be required from one of the parties in the event of termination of the Contract, whether this termination is for the reason of the arrival of the term of the Contract, its non-renewal or termination.
In all circumstances the Customer remains the owner of his data. the Supplier undertakes not to modify, use, disclose, assign or transfer to a third party, in whole or in part, for a consideration or free of charge, the Customer's data that may have been communicated to him by the Customer on the occasion of the execution of these presents. However, the Supplier's commitment not to use the Customer's data will not concern the operations necessary for the Supplier's establishment of its invoices and usage statistics as well as the provision of any explanation concerning the execution of the Service. . The Supplier may, for statistical purposes, anonymously use the Customer's information.
For a good execution of the present, the Customer is obliged to collaborate actively, regularly and loyally with the Supplier. Thus, it will be up to the Customer to provide the Supplier with all the information necessary for the implementation of the planned Implementation Services and to inform the Supplier of any difficulties that he may be aware of or that his knowledge of his field of activity allows him to do. to consider, as and when implementation of the Implementation Services. In addition, the Customer agrees to keep in place sufficiently competent, qualified and trained Users throughout the duration of the present. In the context of the Service, the Supplier shall provide the Customer with identifiers intended to allow and reserve the access of the Customer's Users to the Computer Resources and, to protect the integrity of the Service, as well as the integrity, availability and confidentiality of the Customer's data. The identifiers being personal and confidential, the Customer undertakes to make every effort to keep secret the identifiers concerning it with its staff or the persons to whom it entrusts them and with the respect of the provisions of this contract by all the persons likely to access through them software and services, and not to disclose them in any form whatsoever.
14.1. Given the state of the art used in its profession, the Supplier, which undertakes to take all possible care to fulfill its obligations, is subject to an obligation of means. It is up to the Customer to take any internal organization or insurance provisions to cover the direct or indirect risks related to the use of the Software and the Service and the operational contingencies, such as commercial damage, operational damage. or loss of profit, and without this enumeration being exhaustive. The Supplier warrants that the Software and Services are in accordance with their documentation (or at least no less functionally rich). the Supplier does not guarantee that the Service is free from defects but that undertakes exclusively to remedy, with all due diligence possible, the anomalies of the Software Packages found in relation to their documentation. the Supplier does not guarantee the ability of the Service to achieve objectives that the Customer has set itself or to perform particular tasks that would have motivated him in his decision to computerize but that he would not have on the one hand, previously presented in writing in an exhaustive manner and which, on the other hand, would not have been the subject of an express validation of the Supplier under the conditions defined in the Preamble. The Supplier can not guarantee that the entirety of the Customer's data may not be altered, diverted or destroyed. However, the Supplier undertakes to implement reasonable means of backup and replication to minimize this risk (database replication of the previous day's Customer information on the same site by the Host, replication on another data server by the Provider).
14.2. The Service will be used by the Customer under his sole control, direction and under his sole responsibility. Therefore, it is the responsibility of the Customer: - the implementation of all useful processes and measures intended to protect its hardware, software packages, software, passwords, and to guard against any viruses and intrusions; - the respect of the Technical Prerequisites (present and future) in order to avoid harmful consequences such as slowdowns, blockages, alterations of the data; - the choice of the supplier of access or telecommunication support, the Customer having to take care of the administrative requests and contract the necessary subscriptions which he will bear the cost; - the errors made by its staff in the use of the Service and the procedures that allow it to connect to the IT Resources and to perform the processing implementing the Software. The Customer is entirely responsible for the use of the identifiers and access codes given to him by the Supplier during the execution of the Service. He will ensure that no unauthorized person has access to the Service.
14.3. the Supplier shall be released from all liability concerning the nature, content of the information or data of the Customer and the exploitation resulting therefrom. In the same way, the Supplier will be released from any responsibility concerning the quality and the transmission of the data when they will borrow the telecommunication networks (internet and others) and more generally the quality and the reliability of the telecommunication links between the workstations of the Customer and the Computer Means.
14.4. the Supplier shall be liable only for direct and foreseeable damage resulting from a breach of its contractual obligations. In the event that the Supplier's liability is accepted, the aggregate and cumulative compensation, all causes, to which the Customer could claim will be limited to the amount invoiced to the Customer by the Supplier during the last six (6) months preceding the event giving rise to the Supplier's liability. The Parties acknowledge that the price of the Service reflects the allocation of risks arising from the Contract, as well as the economic balance desired by the Parties, and that the Service would not have been concluded without the limitations of liability set forth herein.
14.5. In no event shall the Supplier be liable to the Client or to third parties for any indirect damage, whether material or immaterial, foreseeable or unforeseeable, such as operating loss, loss of profit or image or any other financial loss resulting from the use or inability to use the Service by the Customer as well as any loss or deterioration of information for which the Supplier can not be held responsible . Any damage suffered by a third party is indirect damage and therefore does not give rise to compensation.
The Supplier's liability can not be sought in the event that it is unable to perform its contractual obligations for reasons of force majeure, that is to say because of any cause outside the Contract, unpredictable and irresistible according to the interpretation generally given by the courts' case law. Force malfunctions of telecom operators and telecommunications operators are also considered as cases of force majeure, since these malfunctions are not the result of the technical means implemented by the Supplier and are not its responsibility.
All information exchanged between the Parties or of which they become aware during the performance of the Contract (in particular the Customer's data), whatever their medium, will be considered as confidential (hereinafter the "Confidential Information"). Each Party undertakes to protect the Confidential Information and not to disclose it to third parties without the prior written consent of the other Party. Each Party shall be released from its obligations of confidentiality with respect to all information (i) that was in the possession of that Party prior to disclosure by the other Party without such possession being a direct or indirect result of the disclosure authorized by a third party, (ii) which are in the public domain at the date of acceptance of the Contract or which fall into the public domain after that date without the cause being attributable to that Party's non-compliance with its confidentiality obligations under the Agreement , (iii) which has been independently developed by that Party, or (iv) the disclosure of which is required by law or a competent judicial or administrative authority or is necessary in the context of a legal action. The Parties undertake to respect the obligations arising from this article throughout the duration of the Agreement and for 5 years following its termination.
The Agreement may not under any circumstances be subject to a total or partial assignment, whether in return for payment or free of charge, by the Customer, without the express written consent of the Supplier. The Supplier reserves the right to assign the Contract without formalities. In case of assignment, the transferee institution will be substituted for the Supplier as of the date of the transfer. The Customer expressly acknowledges that the transferee establishment will become its other party.
This Agreement is subject to the law of the Republic of Mauritius.