This  Agreement (the “Agreement“) is made and entered into on
November 1, 2022 (the “Effective Date”) by and between.

PayPeople Private Limited incorporated under the laws of Pakistan and has its registered office at Building 384, Block-E, Johar Town, Lahore Iqbal Town, Pakistan,

AND

Customer Name company incorporated under the laws of Pakistan, with its registered office at 110, Street #8, Sector I-10/3, Islamabad, Pakistan. 

 

Recitals

 

WHEREAS, DKT shall be referred to as the “Client”

WHEREAS, PayPeople shall be referred to as “PayPeople”

WHEREAS, PayPeople is an IT Company that provides HR software and solutions on the cloud;

WHEREAS, The Client is interested in procuring PayPeople Software for their human resources management on Cloud.

WHEREAS jointly Client and PayPeople shall be referred to as “Parties” and individually they may be referred to as “Party”

WHEREAS license tenure is of 12 months referred here as “License Tensure”

WHEREAS paypeople service scope is “Growth Package” referred here as “ Agreed Package” and details of the package is mentioned on the website at link https://www.paypeople.pk/pricing/

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements from now on set forth, Client and PayPeople agree to the following:

  1. Validity

The cost mentioned in the attached document will be valid for 12 months. Prices can be changed in case of any rules & regulations in Government Taxes and can be altered upon additional customization requirements as per customer request.

  1. Payment

    1. On-Cloud Software Subscription 

Payments are 100% in advance including the License Cost, Implementation, Training, applicable Taxes, and other applicable customization charges. For every next annual payment 10% Increase in License Charges of the previous year’s License value. All payments are net 7 otherwise it is considered a late payment, and a late payment penalty applies. The lateness penalty equal to one day’s worth of the total invoice amount will be applied daily until the Client makes the payment. License payment is applicable from the date of signup on the Paypeople portal ( app.paypeople.pk ). Payment will not be refunded nor transferred in any case. It is simple really, you can cancel your account at any time. We do not give refunds for unused time, so you will have full access until the end of your current billing period. We won’t charge you ever again, at least until you change your mind and come back! Also, if you’ve canceled during your free trial, there is obviously nothing to refund. 

 

During customization/implementation/integration or training, clients will have to ensure they have all of their license invoices paid and the client has an active license subscription to Paypeople. If the License expires during customization/implementation/integration or training its the client’s responsibility to procure a Paypeple license timely to resume the customization/implementation/integration or training.

 

  1. License cost

As per agreed to the terms set out within the attached Proposal, a 5% Sales Tax will be added to client invoices. In case of Tax rate changes by the Government, the new Taxes will be applicable on upcoming invoices. 

 

 

 

  1. Client Responsibilities and Representations

The Client will appoint two representatives/system administrators (Admins) to communicate with PayPeople. The Client would be required to inform PayPeople about his/her contact details (full name, email address, telephone). The Client will also provide a technical team who will work with PayPeople’s resources in integrating PayPeople with their attendance systems, ZKTeco if integration is part of the scope of work.

 

  1.  The System Administrator will be responsible for

  • Screen and filtering “end-user” requests for support 
  • Reporting and following up with the PayPeople team for the resolution of the “technical issues/Bugs” status.
  • Server Administration

 

  1. Procedure for Reporting of Issues

  • Issues will be submitted by the Client’s representative at the PayPeople help desk, including the Description of the bug, and the Scenario/ Snapshot of the form/report that caused/shows the error.
  • The helpdesk system will generate a reference number which will be sent to the Requester by email for common reference.
  • PayPeople will not respond to technical issues not submitted on the helpdesk and any unclear reporting will result in delays in fixing the bug PayPeople is not responsible to handle any request which does not relate to technical issues/bugs.
  • PayPeople support team might request further clarification from the Client’s representative in case the description of the problem is not clear.
  • PayPeople will not respond to emails not originated by the designated System Administrator (Admin).
  • The Client should ensure timely and proper handover of the admin responsibilities/ knowledge when appointing an admin replacement to maintain proper support to the system.
  • The Client is responsible to make an in-depth investigation and debugging of the issue before reporting the error as some of the errors may be related to wrong data or wrong setup (rules, etc).

 

  1. Confidentiality

    1. Confidential Information

Confidential Information shall mean all confidential and proprietary information disclosed by the Parties to each other, orally or in writing, including, without limitation, either Party’s software, documentation, trade secrets, or other proprietary information, concerning both Party’s business and operations confidential information.

  1. Exceptions

Confidential information does not include information which:

 

  • is or becomes generally known on a non-confidential basis (without fault of the receiving Party) to companies in the disclosing Party’s business.
  • is known to the receiving Party before receipt from the disclosing Party other than as a result of a breach by the receiving Party of any legal obligation and without restriction on disclosure.
  • is independently developed by the receiving Party without the use of information provided by the disclosing Party.

 

  1. Disclosure Required by Law

If either Party or any of its representatives is required by law to disclose any of the confidential information, the Party must notify the other Party promptly before making the disclosure. The Parties will then confer and use reasonable efforts in good faith to agree on a form and terms of disclosure that will be reasonably acceptable to both Parties in light of the circumstances under which the disclosure is required to be made.

  1. Protection of Each Party’s Software and Proprietary Rights

Client agrees:

  • To protect and maintain the confidentiality and intellectual property rights of PayPeople Software.
  • Not to recreate or re-engineer or attempt to recreate or re-engineer or reverse compile or disassemble PayPeople Software.
  • Not to copy PayPeople’s software or PayPeople’s documentation.
  • PayPeople reserves the right to their Software License(s) and can revoke them if the Client breaches the Agreement and with prior written notice of 30 Thirty days.
  • All Software Licenses (s) of PayPeople are strictly non-returnable and non-transferable.
     

 

  1. Scope of Service:

 

  1. PayPeople will provide all features of the agreed package. Agreed package features are available at https://www.paypeople.pk/pricing/

  2. Provide offsite/online within working hours (9 am to 6 pm Monday to Friday Pakistan Standard time) support assistance to resolve issues, fix errors, perform system troubleshooting, etc. if required. For onsite visits, the Client is to pay TADA and other logistics support. 

  3. Install system upgrades (including new version), patches, and updates as and when a new update, patch, or upgrade is released.

  4. Provide new customized reports and improve existing reports if required on agreed charges.

  5. Integration with any third-party system (other than ZKTeco Attendance devices) is not part of this project’s scope.

  6. All attendance device configuration is the Client’s responsibility and its Integration (only ZKTeco) with software is PayPeople’s Responsibility into the quoted prices. The agreed Package includes the integration of One attendance device. for more than 1 device client to pay integration charges. 

  7. If the Client wants to configure the attendance devices, separate charges will be applicable.

  8. All prices quoted are for online/remote configuration and services. 

 

  1. Amendments

    1. The following amendments will be made by the PayPeople team after the payment is processed by the Client.

  1. NONE

 

  1. No modification, amendment, waiver, termination, or discharge of this Agreement will be binding upon either Party unless confirmed by a written instrument signed by the Parties. If the Client wants amendment or termination of service a written notice shall be sent with advanced notice of three months.

 

  1. Customization:

Customizations to the existing system will be charged as per the scope of work.

  1. Force Majeure

    1. Neither Party is liable for delay or failure to perform any of its obligations under this Agreement insofar as the performance of the such obligation is prevented by a force majeure event.

    2. Each Party shall notify the other Party of the occurrence of such a force majeure event and shall use all reasonable endeavors to continue to perform its obligations hereunder for the duration of such a force majeure event. However, if any such force majeure event prevents a Party from performing all of its obligations hereunder for more than three (3) months, the other Party may terminate this Agreement by notice to the other Party in writing.

    3. For this Agreement, a force majeure event means any unpredictable event, beyond the reasonable control of the Party liable to affect performance and external to this Party, and shall include but not be limited to riots, acts of war, acts of terrorism, epidemics, major fire, or natural disasters. For the avoidance of doubt, force majeure does not include strikes or other employment disputes of either Party’s personnel or such Party’s subcontractors’ personnel.

 

  1. Waiver

No forbearance by either Party to enforce any provision under this Agreement or any right existing under this Agreement shall constitute a waiver of such provisions or rights or be deemed to amend or modify this Agreement.

  1. Relationship of Parties

Each Party is acting as an independent contractor, and such Party’s personnel (including its subcontractors) shall not be considered or represented as employees or agents of the other Party. Neither Party is an agent of the other and has no authority to represent it. No party is allowed to hire employees of the other party during the contract or 5 years after contract termination, without the written approval of the other party on letterhead as well as by email. In the case of Floor crossing, this will be considered a violation of the contract and will be considered for legal proceedings. \

 

  1. Governing Law

    1. This Agreement shall be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan.

    2. The Parties agree that if any difference, dispute, conflict, or controversy arises out of or in connection with this Agreement or its performance, including without limitation any question regarding its existence or validity, or termination of rights or obligations of any Party or for any wrongful or unlawful act (“Dispute”), the Parties will attempt for a period of 30 (thirty) Business Days after the receipt by a Party of a notice from the other Party of the existence of the Dispute to settle the Dispute by amicable settlement between the Parties.

    3. If the Parties are unable to reach an agreement to settle the Dispute within the 30 (thirty) Business Days period as mentioned above, then either Party may submit the Dispute to the Courts in Lahore, Pakistan. 

 

  1. Data Security & Ownership

 

  1. The Client is the owner of its employees’ data stored on the service provider’s system and specifies your rights to get it back. PayPeople shall be liable to provide access to its employee data (e.g. data retrievable from the service provider in readable format).
  2. PayPeople shall be responsible for maintaining the security/privacy of the personal data (e.g. encrypting all stored and transmitted data) and ensuring access control measures. Client’s employees’ data should not be shared with any other unauthorized person(s), organization, company, etc.
  3. PayPeople is responsible for ensuring that the Cloud server is operational at all times (99%) and notifying the Client in advance of any maintenance.
  4. Client’s employees’ data shall be processed in a manner that ensures appropriate security of the personal data, including protection against unauthorized or unlawful processing and accidental loss, destruction, or damage, using appropriate technical or organizational measures.
  5. PayPeople will be liable to provide all the data of Client employees in the case the Agreement is terminated in an agreed format to ensure a smooth transition. In case if invoices are unpaid upon termination, the client will have to clear all dues before the request of data from Paypeople. In case of no payments in 3 months after termination, the client’s data will be permanently deleted from Paypeople storage and servers. 
  6. Before canceling the contract Client has to inform PayPeople for (1) one month.

 

  1. Service Requests Resolution Time

 

  1. The Client (’s rep) will initiate a formal request with a clear and complete description of an error, malfunction, or incident marking priority on it in case support services are required.
  2. The Service provider agrees to process service requests within the time frames below (see table). The respective period starts with the receipt of a service request by the service provider. Pay people will decide the nature of the service request and will apply a category as per the table below:
  1. Very High / Mission Critical incidents should be resolved within one(1) business day. Such incidents include very serious problems where normal business functions cannot be performed and require immediate attention; for instance, complete system outages and malfunctions of software.
  2. High-priority incidents have to be resolved within two (2) to three (3) business days.
  3. Medium priority incidents have three (3) to five (5) business days to resolve an error.
  4. Low-priority incidents have six (9) to eight (18) business days to resolve an error.

 

  1. PayPeople will designate a corporate account manager who will be responsible for fulfilling your requirements in case Help Desk fails to provide support promptly or for any new requirement or change request

  1. Entire Agreement

This Agreement sets forth the entire understanding between the Parties concerning the subject matter hereof and will supersede all letters and/or other communications by and between the Parties. This Agreement supersedes any pre-printed terms on any Client-generated Purchase Orders.