1. Who we are and what these terms cover
These Terms of Use (“Terms”) govern use of the Paydae website and, when accepted for a software licence or service, Paydae Desktop, its documentation and related services.
Paydae is provided by Paydae Pvt Ltd, trading as Paydae, incorporated or registered in [PLACE_OF_REGISTRATION], registration number [REGISTRATION_NUMBER_IF_APPLICABLE], with its registered or principal business address at [REGISTERED_OR_PRINCIPAL_ADDRESS] (“Paydae”, “we”, “us” or “our”). Our contractual contact address is hello@paydae.co.
The “Website” means paydae.co and the pages we identify as governed by these Terms. “Software” means Paydae Desktop and the updates we provide under your licence. “Documentation” means the operating instructions, supported requirements and release information we provide for the Software.
A “Customer” is the individual business or organisation that obtains a licence or purchases services. An “Authorised User” is a person the Customer permits to use the Software within the agreed licence. “You” means the Website user or Customer as the context requires. An employee using the Software for a Customer does not, merely by that use, become personally responsible for the Customer’s licence fees.
An “Order” is a licence confirmation, accepted quotation, order form or beta invitation issued by us and accepted by the Customer. It identifies the agreed licence, term, charges, deployment, capacity and any additional services.
2. Agreement and applicable documents
Website use is subject to the Website provisions of these Terms as presented to you. A software licence requires your acceptance during ordering, installation or onboarding, or through an accepted Order. Visiting the Website or applying for beta does not by itself create a paid software subscription.
You must have legal capacity to enter the relevant agreement. If accepting on behalf of an organisation, you confirm that you have authority to bind it. Customers must ensure that their Authorised Users comply with the applicable use restrictions.
For paid software and services, these Terms and the accepted Order form the agreement. The Order sets the agreed commercial and deployment particulars. Any variation to these Terms must expressly identify the provision it changes and be agreed by both parties. A separately signed agreement that expressly supersedes these Terms prevails within its stated scope.
The free Paydae Desktop beta is governed by the Beta Licence Agreement once accepted. The beta invitation or licence confirmation may state the permitted organisations, users, installations, capacity and support limits allowed by that agreement. For beta-specific matters, the Beta Licence Agreement controls if it conflicts with these general software provisions. Website use remains subject to the Website provisions of these Terms. Downloading the installer or applying for beta access alone does not accept a paid Order or create a paid subscription.
Our existing Privacy Policy explains information handling. These Terms do not give us permission to process personal information in ways inconsistent with that policy or applicable law. Where required, a separately agreed data-processing addendum governs processing performed on a Customer’s behalf; the Privacy Policy is not a substitute for that agreement.
3. Using the Website
You may use the Website to learn about Paydae, evaluate the product and access materials we make available for those purposes. You may use permitted downloads for their stated business purpose, retaining applicable notices.
You must not misuse forms, impersonate another person, submit information you have no authority to provide, introduce malicious code, interfere with the Website, evade access restrictions or access another person’s information without permission.
Our Website content, branding and illustrations remain ours or our licensors’. You must not reproduce or commercially distribute them except as permitted by these Terms, the stated download permissions, our written consent or applicable law.
Illustrative screens and fictional examples are not customer records or a guarantee that every displayed capability is included in your licence. Agreed scope is identified in your Order and the applicable Documentation. Nothing in this clause excludes any rights relating to representations that cannot lawfully be excluded.
We may update the Website and its content. Website changes alone do not amend an existing software Order. Contact us if you need assistance accessing Website information; this clause does not assert a particular accessibility certification.
4. Your software licence
For a paid licence, and subject to the agreed fees and these Terms, we grant the Customer a non-exclusive, non-transferable licence for the agreed term to install and use the Software in the supported environment identified in the Order. The free Paydae Desktop beta is licensed under the Beta Licence Agreement described in section 2.
The licence may cover the Customer’s own payroll or payroll prepared for client organisations where the selected licence permits client-payroll work. A consultant’s authorised use for clients is not prohibited merely because it is a commercial service. It does not permit sublicensing, resale of the Software or access by clients outside the agreed licence.
Your Order must identify the applicable employee capacity, organisation scope, authorised deployments, user or device limits, and duration. Multi-organisation support does not by itself establish unlimited organisations, shared access or simultaneous users.
You may make reasonable copies of the Documentation and software backup copies necessary for authorised operation, subject to the applicable third-party licences and any express installation limits. No ownership of our Software, source code or underlying technology transfers to you.
Except where applicable law or a third-party licence permits it, you must not reverse engineer, decompile, modify or redistribute the Software, remove proprietary notices, bypass licence controls or provide unauthorised access. These restrictions do not prohibit lawful distribution of payroll outputs as described below.
5. Deployment, authorised access and your environment
Use the Software only in a supported local-computer or organisation-managed server configuration covered by your Order and Documentation. Choosing a server deployment does not by itself grant additional user, remote-access or concurrency rights.
You are responsible for the hardware, operating systems, networks, storage and access arrangements under your control. Protect licence credentials and any user credentials, remove access when no longer authorised and notify us promptly of suspected unauthorised access affecting the product or services.
Use the supported backup and restore process and maintain appropriate recoverable copies. A report export is not a substitute for a recoverable payroll workspace.
Offline use is limited to the supported tasks and conditions described for your release. Activation, updates, support or access to a server-hosted workspace may require connectivity. Local-first deployment does not create a promise of permanent operation without activation, maintenance or connectivity requirements.
Your responsibilities for your environment do not remove our obligations concerning the Software or services we supply.
6. Payroll preparation and professional responsibilities
Paydae supplies software for payroll preparation, review, record keeping and document generation. Unless separately agreed in writing, we are not appointed as your payroll agent, tax adviser, legal adviser, filing representative or payment provider.
You are responsible for the authority and accuracy of employee information and client instructions, the payroll settings and classifications you select, and reviewing the relevant inputs and results before finalisation, distribution, filing or payment. This includes using supported settings for the applicable jurisdiction, currency, period and employee circumstances.
Where you act for clients, obtain the necessary authority to handle their records and perform the work. Your engagement with the client remains your responsibility; the client does not become our customer solely because its payroll is recorded in your workspace.
You remain responsible for meeting applicable filing, payment, employee-notification and record-retention obligations. Paydae does not submit statutory returns or initiate payments on your behalf.
Payroll rules and external-system requirements can change. Follow relevant release instructions and use the version and statutory configuration applicable to the payroll period. Contact us where supported behaviour or an output requires clarification.
These responsibilities do not exclude our express commitments or any obligations that applicable law places on us.
7. Documents, exports and reports
Documents may draw on completed pay runs, employee master records, leave requests, timesheets or other supported sources. Each output has its defined requirements and format.
Validation checks the information needed by the selected output. It is not a regulator’s approval, an independent audit, a comprehensive check of legal compliance or a guarantee that an external portal will accept the file.
Review the relevant period, figures, recipient and external format requirements before using or sharing an output. Required portal uploads and distribution remain separate actions unless your Order expressly provides an additional service.
You may lawfully retain, print, share and submit generated payroll outputs for your own or your authorised clients’ operations, subject to confidentiality, privacy obligations and any relevant third-party rights. We do not restrict those outputs to use inside Paydae.
A register of previous exports does not itself establish that an exported file is stored by Paydae, recoverable or retained indefinitely. Maintain the records and recovery arrangements required for your work.
8. Customer information and privacy
Customer payroll information and generated payroll records do not become our property through use of the Software. Rights remain with the Customer, its clients and other relevant rights holders, subject to employees’ rights and applicable law. We retain rights in the Software, report templates and technology used to produce outputs.
Working payroll records are held in the selected local workspace under the supported deployment. Ordinary local use does not itself give us possession of the full workspace. Licensing, technical communications and information deliberately shared with us are addressed separately in the Privacy Policy and relevant service arrangements.
Provide payroll or personal information to us only when authorised and reasonably necessary for the agreed support or other service. Describe an issue first and minimise personal details in examples where possible. Do not include employee records in an initial general marketing enquiry.
We may process information you provide only for the agreed service and other purposes lawfully described in the Privacy Policy or an applicable data-processing agreement. These Terms do not grant a general licence to publish, commercialise or train models on customer payroll information.
Where a service requires processing personal information on your behalf, the necessary instructions and processing terms must be agreed before that processing begins.
9. Confidential information
Each party must protect non-public information received from the other that is identified as confidential or would reasonably be understood to be confidential. Employee payroll information and client records shared for support fall within this protection without needing a special label.
Use confidential information only for the agreed relationship, protect it with reasonable care, and disclose it only to people or service providers who need it for that purpose and are subject to appropriate confidentiality obligations.
These restrictions do not apply to information lawfully public, already lawfully known, independently developed or received lawfully from another source without a confidentiality restriction. A party may make a legally required disclosure, limiting it where possible and notifying the other party where lawful.
Return or delete information when no longer needed for an authorised purpose, subject to lawful retention and protected backup requirements. Any retained information remains protected. Personal information also remains subject to the Privacy Policy, applicable processing terms and law.
10. Fees, licence periods and renewal
The accepted Order states the fees, currency, taxes, employee capacity and other licence limits. Paid subscriptions are quarterly or annual as specified in the Order. Support, training or other separately purchased services must also be identified; an enquiry or support request alone does not authorise an additional charge.
Pay charges by the agreed due date and method. Renewal requires your agreement unless an automatic-renewal arrangement, its duration, price basis and cancellation process were expressly disclosed and accepted in the Order. A beta application does not authorise paid renewal.
The Paydae Desktop beta is available at no software licence charge for the term stated in the Beta Licence Agreement. Beta access does not automatically convert to a paid licence, renewal or subscription. A paid licence or service requires a separate Order that you expressly accept.
We will disclose renewal pricing before it takes effect. We will not change the agreed price for an already-paid fixed term except as expressly agreed or required by law. Stopping use does not by itself cancel obligations already incurred under the Order, subject to the remedies and mandatory rights preserved in these Terms.
Cancellation and refund rights are those in the accepted Order, these Terms and applicable law. Nothing here imposes a blanket exclusion of legally required refunds. If you validly terminate for our uncured material breach, we will refund prepaid fees attributable to the unused affected period, without removing other applicable rights.
11. Updates, support and additional services
We provide the updates and support included in your Order and the stated support arrangements. Additional training, implementation or other services require a separate agreed scope. These Terms do not create an unagreed support response time or service-level guarantee.
Follow installation and update instructions, including backup and compatibility steps. We are not responsible for a problem to the extent it is caused by an unsupported modification, environment or failure to apply an update identified as necessary for the affected behaviour. This does not excuse faults attributable to us.
Features described as planned are not a commitment to deliver them by a particular date unless expressly agreed. Changes to supported versions or material product requirements should be communicated with reasonable notice where practicable; urgent legal or security measures may require earlier action.
12. Beta and evaluation access
This section applies only to a beta, trial or evaluation licence you accept. Applying does not guarantee acceptance or immediate access. For Paydae Desktop beta access, the Beta Licence Agreement governs the licence; the accepted invitation or licence confirmation states any permitted scope, capacity, user, installation and support limits. The beta is supplied at no software licence charge.
The Paydae Desktop beta term begins when you accept the Beta Licence Agreement and ends on 31 December 2026 at 23:59 (UTC+02:00), inclusive through the end of that minute, unless Paydae extends it in writing or it ends earlier under the Beta Licence Agreement. The Software may stop allowing normal use after expiry. Export records you need and make a recoverable workspace backup before the term ends; continued read-only access is not promised. Expiry does not require you to delete payroll records or outputs that you must lawfully retain, but you must stop using and uninstall the Software as the Beta Licence Agreement requires.
You may prepare payroll for your organisation or for clients who authorised you, within the limits stated in your accepted beta invitation or licence confirmation. You are responsible for having authority to use employee and client information and for applying appropriate safeguards. Independently review payroll inputs and results before relying on them, and maintain a reliable fallback for payroll deadlines. Beta access does not represent that the Software is production-ready or suitable for every circumstance.
Provide agreed feedback without unnecessarily including confidential or personal information. Confidential beta material expressly identified as such is covered by section 9; publicly available product information is not automatically confidential.
For Paydae Desktop beta, suspension and termination follow the Beta Licence Agreement, including its notice and cure period for material breach and its proportionate suspension provisions for unlawful use or a serious security threat. This fixed beta expiry is not a promise of early-termination notice or post-expiry application access. Ending beta does not automatically create a paid subscription, and mandatory legal rights continue to apply.
13. Intellectual property and feedback
We and our licensors retain rights in the Software, Website, documentation, designs and underlying technology. No licence to use our name or branding for endorsement is granted. Your right to use generated outputs is addressed in section 7.
You may voluntarily provide suggestions. You grant us a non-exclusive, worldwide, royalty-free licence to use those suggestions to develop and improve our products without compensation. This does not grant rights in customer payroll data, employee information or confidential client material that accompanies a suggestion.
We will obtain permission before using a Customer’s name, logo or testimonial publicly in marketing. No publicity permission is inferred from accepting these Terms.
14. Third-party materials and services
Third-party portals, services and websites have their own applicable terms. We do not control their availability or decisions, including acceptance of a statutory file or payment instruction. We remain responsible for our own agreed services and for obligations applicable to providers acting on our behalf.
Third-party and open-source components may carry separate licences and notices. Where those licences grant rights that conflict with a restriction in these Terms, those rights apply to the relevant component. They do not turn the whole Paydae product into open-source software.
15. Warranties and limits of assurance
For a paid licence, we will supply the Software and agreed services with reasonable care and skill and in material accordance with the agreed Documentation and Order. Report a material failure with sufficient information for us to investigate; we will use reasonable efforts to correct it or provide an appropriate remedy under the agreement and applicable law.
We do not promise error-free or uninterrupted operation, universal compatibility, support for every payroll scenario or acceptance of every file by an external system. Website examples and general educational material are not individual professional advice.
Subject to express commitments and rights that cannot lawfully be excluded, beta software and free evaluation materials are supplied as available for evaluation. Any exclusion of implied warranties applies only to the extent permitted by applicable law. The beta provisions do not override mandatory remedies.
For the Paydae Desktop beta, the specific warranty terms in the Beta Licence Agreement govern to the extent they differ from this general section.
16. Liability
Drafting condition: the liability allocation and minimum monetary limit below require explicit business and legal approval before this agreement can be published. The Paydae Desktop beta’s liability allocation is stated separately in the Beta Licence Agreement.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited. The exclusions and caps below also do not apply to fraud, wilful misconduct, gross negligence, breach of confidentiality or infringement or misappropriation of the other party’s intellectual property rights.
Subject to those exceptions, neither party is liable to the other for indirect or consequential loss arising from the agreement, including loss of profit or business opportunity to the extent it is indirect or consequential.
Subject to the same exceptions, each party’s total aggregate liability arising from the agreement is limited to the greater of: (a) fees paid or payable under the affected Order during the twelve months preceding the event giving rise to the claim; and (b) [LIABILITY_FLOOR_AMOUNT_AND_CURRENCY]. For Website-only use, the stated minimum applies. For the free Paydae Desktop beta, the Beta Licence Agreement’s liability terms apply; the absence of a licence fee does not by itself create a zero liability cap. Multiple claims do not increase the aggregate cap.
The cap does not reduce the Customer’s obligation to pay properly due agreed fees. Customer responsibilities elsewhere in these Terms do not independently remove liability that remains ours under this agreement or applicable law.
17. Suspension, termination and access to records
Either party may terminate an affected Order for a material breach not remedied within 30 days after written notice describing the breach. We may restrict access sooner where reasonably necessary to address unlawful use, unauthorised access or a material security risk, notifying you where lawful and practicable.
For overdue payment, we will provide written notice and a reasonable opportunity to resolve the matter before suspending licence-dependent functionality. Suspension does not transfer ownership of customer data or remove our obligations relating to information we hold.
At expiry or termination, stop new payroll processing under the ended licence unless the Order expressly permits continued use. Any continued viewing, recovery or export access is governed by [POST_EXPIRY_ACCESS_RULE: specify supported read-only/export behaviour, duration, assistance and charges, if any]. This rule must be completed and disclosed before the licence is accepted.
For Paydae Desktop beta, the Beta Licence Agreement controls expiry and termination. It does not promise continued read-only access after expiry. You may retain payroll records and generated outputs you are legally required or otherwise entitled to retain, subject to applicable privacy and confidentiality duties; this does not permit continued use of the expired Software.
Retain your own lawful payroll records, backups and previously generated outputs. These Terms do not require destruction of customer payroll records or grant us ownership of them. Deleting the Software and retaining or accessing payroll records are separate matters; follow the agreed exit instructions.
Accrued rights and obligations, confidentiality, intellectual property, permitted use of retained outputs, liability, disputes and provisions intended to continue survive termination. We retain information we receive only in accordance with applicable obligations and the Privacy Policy.
18. Changes to these Terms
We will identify revised Terms by version and effective date and give reasonable notice of material changes through the relevant Website, product or contact channel.
A Website update does not silently change an already accepted fixed-term software bargain. Material changes to existing software rights or charges require agreement or apply at renewal as disclosed, except where mandatory law requires a change sooner.
The terms presented for a new Order or accepted renewal govern that transaction. Keep a copy of the version you accept. Nothing in this clause removes rights that cannot be excluded by agreement.
19. Governing law and disputes
These Terms are governed by [GOVERNING_LAW_JURISDICTION], subject to mandatory legal protections that remain applicable. Zimbabwe law governs the Paydae Desktop beta as stated in its Beta Licence Agreement.
Please raise contractual concerns at hello@paydae.co so the parties can try to resolve them in good faith. Informal discussions do not prevent urgent relief, applicable complaints to an authority or action needed to preserve a legal deadline.
Unless the parties separately agree a lawful alternative, disputes fall within the jurisdiction of [COURTS_AND_LOCATION], subject to any mandatory rights to use another court or procedure. This draft does not impose mandatory arbitration or a class-action waiver.
20. General provisions and contact
These Terms, the accepted Order and expressly applicable signed addenda constitute the agreement for their subject matter. They do not exclude liability for fraudulent statements or rights that cannot lawfully be excluded. A valid provision remains effective if another is unenforceable, and not enforcing a right on one occasion does not waive it.
Neither party may transfer the agreement without the other’s consent, except as part of a genuine business transfer where the successor assumes the obligations, the affected party is notified and applicable rights are preserved. Neither party is the other’s agent or partner merely because of this agreement.
A party affected by an event genuinely beyond its reasonable control must notify the other where practicable and take reasonable steps to limit disruption. This does not excuse amounts already due, avoidable failures or duties that cannot lawfully be excluded.
Contract notices may be sent to the contractual contact address below and to the Customer contact in the Order, subject to any formal service requirements imposed by applicable law. Keep contact details current.
- Contracting entity: Paydae Pvt Ltd
- Address: [REGISTERED_OR_PRINCIPAL_ADDRESS]
- Contract and product enquiries: hello@paydae.co
- Privacy enquiries: privacy@paydae.co
- Privacy Policy:
/privacy-policy/