Terms and Conditions

1. Introduction and acceptance

These Terms and Conditions ("Terms") govern (a) access to and use of the website located at innovace.co.za (the "Website"); (b) the provision of consulting services (the "Consulting Services"); and (c) access to and use of INNOVACE's human resource management system software platform (the "HRMS Platform" or "Services"), each as provided by INNOVACE (Pty) Ltd, registration number 2025/316516/07, with its registered address at 22 Umhlanga Boulevard, Umhlanga, 4321, South Africa ("INNOVACE", "we", "us" or "our").

By accessing the Website, engaging INNOVACE for Consulting Services, or registering for or using the HRMS Platform, you ("Client", "User" or "you") agree to be bound by these Terms. If you do not agree, you must not access the Website or use the Services. Where you accept these Terms on behalf of an organisation, you confirm you have authority to bind that organisation, and "you" refers to that organisation.

These Terms are published in accordance with, and are intended to satisfy, the disclosure requirements of section 43 of the Electronic Communications and Transactions Act 25 of 2002 ("ECTA").

2. Definitions

• "Agreement" means these Terms, together with any signed proposal, statement of work, order form, or subscription agreement incorporating them by reference.
• "Consulting Services" means advisory, implementation, project management, and related professional services provided by INNOVACE as described in an applicable statement of work.
• "HRMS Platform" means INNOVACE's human resource management software-as-a-service platform, including all related documentation, updates, and support.
• "Client Data" means any data, including personal information, submitted to or processed through the HRMS Platform by or on behalf of the Client.
• "POPIA" means the Protection of Personal Information Act 4 of 2013.
• "CPA" means the Consumer Protection Act 68 of 2008, as amended.
• "Intellectual Property Rights" means all patents, copyright, trademarks, trade secrets, database rights, and other intellectual property rights, whether registered or unregistered, anywhere in the world.

3. Supplier information (ECTA disclosures)

In accordance with section 43 of ECTA, INNOVACE discloses the following:

Full name: INNOVACE (Pty) Ltd
Legal status: Private Company (Pty) Ltd
Registration number: 2025/316516/07
Physical address: 22 Umhlanga Boulevard, Umhlanga, 4321
Website address: innovace.co.za
Email address: sales@innovace.co.za
Membership of self-regulatory or accreditation bodies: None

4. Use of the Website

The Website and its content, including text, graphics, logos, and software, are owned by or licensed to INNOVACE and are protected by South African and international intellectual property law. You may view and download Website content for personal, non-commercial reference only.

You must not: (a) use the Website in any way that breaches applicable law; (b) attempt to gain unauthorised access to the Website, servers, or networks connected to it; (c) introduce viruses, trojans, or other malicious material; or (d) scrape, mine, or systematically extract Website content without our prior written consent.

We may suspend, restrict, or terminate access to the Website at any time, with or without notice, including for maintenance or security reasons.

5. Consulting Services

5.1 Scope of work

Consulting Services will be described in a separate statement of work, proposal, or engagement letter ("SOW") agreed in writing between INNOVACE and the Client. Each SOW forms part of, and is governed by, these Terms. In the event of a conflict between an SOW and these Terms, the SOW prevails only in respect of the specific engagement it covers.

5.2 Client cooperation

The Client will provide timely access to personnel, information, systems, and decisions reasonably required for INNOVACE to perform the Consulting Services. Delays caused by the Client's failure to cooperate may extend timelines and may result in additional fees.

5.3 Deliverables and acceptance

Deliverables will be deemed accepted unless the Client raises a material, written objection within 10 business days of delivery, specifying the defect. INNOVACE will use reasonable efforts to remedy any confirmed material defect at no additional cost.

5.4 Fees

Fees for Consulting Services are as set out in the applicable SOW and are exclusive of VAT and reasonable, pre-approved disbursements unless stated otherwise.

6. HRMS Platform (software-as-a-service)

6.1 Subscription and licence

Subject to payment of applicable fees and compliance with these Terms, INNOVACE grants the Client a non-exclusive, non-transferable, revocable right to access and use the HRMS Platform during the subscription term, solely for the Client's internal human resources administration purposes.

6.2 Account registration

The Client is responsible for maintaining the confidentiality of login credentials and for all activity occurring under its account. The Client must notify INNOVACE promptly of any suspected unauthorised access.

6.3 Availability and support

INNOVACE will use reasonable commercial efforts to make the HRMS Platform available, excluding scheduled maintenance and events beyond INNOVACE's reasonable control. Any specific availability target, together with support levels and response times, will be set out in a separate service level schedule where one is agreed.

6.4 Client Data

As between the parties, the Client retains all rights in Client Data. INNOVACE processes Client Data solely to provide the Services, as instructed by the Client, and in accordance with clause 8 (Data protection and privacy) below.

6.5 Acceptable use

The Client must not: (a) reverse engineer, decompile, or attempt to derive the HRMS Platform's source code, except to the extent permitted by law; (b) use the HRMS Platform to store or process unlawful content; (c) resell, sublicense, or provide third-party access to the HRMS Platform without INNOVACE's prior written consent; or (d) exceed the user or usage limits set out in the applicable order form.

6.6 Changes to the HRMS Platform

INNOVACE may update, modify, or improve the HRMS Platform from time to time. We will provide reasonable notice of any change that materially reduces core functionality.

7. Fees and payment

• Fees are payable in South African Rand, exclusive of VAT, unless stated otherwise.
• Invoices are payable within 30 days of the invoice date, unless otherwise agreed in writing.
• Overdue amounts may attract interest at the rate prescribed under the Prescribed Rate of Interest Act 55 of 1975, calculated from the due date until payment.
• INNOVACE may suspend access to the HRMS Platform or pause Consulting Services for accounts more than 15 days overdue, following written notice.
• Subscription fees for the HRMS Platform are billed in advance on the basis set out in the applicable order form and, except as required by the CPA or as otherwise stated in these Terms, are non-refundable.

8. Data protection and privacy (POPIA)

INNOVACE processes personal information in accordance with POPIA. Where INNOVACE processes Client Data (including personal information of the Client's employees) on the Client's behalf via the HRMS Platform, INNOVACE acts as an "operator" as defined in POPIA, and the Client acts as "responsible party". The parties will enter into a data processing agreement or operator addendum governing such processing, which forms part of this Agreement by reference.

INNOVACE will: (a) process Client Data only on the Client's documented instructions; (b) implement appropriate technical and organisational security measures; (c) assist the Client in responding to data subject requests; and (d) notify the Client without undue delay of any security compromise affecting Client Data.

Details of how INNOVACE collects, uses, and protects personal information submitted via the Website (for example, through contact forms) are set out in our separate Privacy Policy, which should be read together with these Terms.

9. Intellectual property

INNOVACE retains all Intellectual Property Rights in the Website, the HRMS Platform, its underlying software, and any methodologies, tools, or pre-existing materials used in delivering Consulting Services. Nothing in these Terms transfers ownership of such rights to the Client.

Unless otherwise agreed in an SOW, deliverables created specifically for the Client as part of Consulting Services and paid for in full will be licensed to the Client on a perpetual, non-exclusive basis for the Client's internal business use, excluding any INNOVACE pre-existing IP or general methodologies embedded in those deliverables, which remain licensed (not assigned) to the Client.

10. Confidentiality

Each party will keep confidential all non-public information disclosed by the other party in connection with these Terms and will use such information only to perform its obligations. This obligation does not apply to information that is public, independently developed, or required to be disclosed by law, provided reasonable notice is given where legally permissible.

11. Warranties and disclaimers

INNOVACE warrants that it will perform Consulting Services with reasonable skill and care, consistent with generally accepted industry standards, and that the HRMS Platform will materially conform to its published documentation.

Except as expressly stated in these Terms, the Website and Services are provided "as is" and "as available". To the maximum extent permitted by law, INNOVACE disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, save that nothing in this clause limits any right or protection the Client cannot lawfully waive under the CPA, where the CPA applies to the Client.

12. Limitation of liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, gross negligence, wilful misconduct, or any liability that cannot lawfully be excluded or limited under South African law, including the CPA.

Subject to the above, INNOVACE's aggregate liability arising out of or in connection with these Terms, whether in contract, delict, or otherwise, will not exceed the total fees paid by the Client to INNOVACE in the 12 months preceding the event giving rise to the claim. INNOVACE will not be liable for indirect, special, or consequential loss, including loss of profit, revenue, or data, even if advised of the possibility of such loss.

13. Indemnification

The Client indemnifies INNOVACE against claims, losses, and reasonable costs arising from the Client's misuse of the Website or HRMS Platform, breach of these Terms, or violation of applicable law, including in respect of Client Data uploaded to the HRMS Platform.

14. Term and termination

These Terms apply for as long as the Client accesses the Website, receives Consulting Services, or maintains an active HRMS Platform subscription. Either party may terminate a Consulting Services engagement or HRMS Platform subscription for material breach not remedied within 15 business days of written notice, or immediately on the other party's insolvency.

On termination, the Client's right to access the HRMS Platform ceases, and the Client may request export of Client Data within 30 days, after which INNOVACE may securely delete it, subject to any legal retention obligations.

15. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including load-shedding or utility failures, natural disasters, war, civil unrest, or internet or telecommunications outages, provided the affected party gives prompt notice and uses reasonable efforts to mitigate the impact.

16. Governing law and dispute resolution

These Terms are governed by the laws of the Republic of South Africa. The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives. Unresolved disputes may be referred to mediation or arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA), failing which either party may approach a South African court of competent jurisdiction. Nothing in this clause prevents a consumer from exercising rights available under the CPA, including referral to the National Consumer Commission or an accredited industry ombud.

17. General provisions

• Amendments: INNOVACE may update these Terms from time to time. Material changes will be notified via the Website or by email, and continued use of the Services after the effective date constitutes acceptance.
• Entire agreement: These Terms, together with any SOW, order form, or data processing agreement, constitute the entire agreement between the parties and supersede prior discussions on the same subject matter.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• No waiver: Failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: The Client may not assign its rights under these Terms without INNOVACE's prior written consent, not to be unreasonably withheld.
• Notices: Legal notices must be sent in writing to the addresses in clause 3 (INNOVACE) or the Client's registered address on file.

18. Contact us

For questions about these Terms, please contact:

INNOVACE (Pty) Ltd
Website: innovace.co.za
Email: sales@innovace.co.za
22 Umhlanga Boulevard, Umhlanga, 4321
South Africa