Legal

Terms of Service

Last updated: [DD Month YYYY]

Draft for review. This document was prepared following Namibian and international data-protection best practice. Items in [square brackets] must be completed, and the full text reviewed by a Namibian legal practitioner, before publication.

1. Parties and acceptance

These Terms of Service ("Terms") are a binding agreement between [LEGAL ENTITY NAME], trading as Rossouw Human Resources Consulting, registration number [REGISTRATION NUMBER], of [PHYSICAL ADDRESS], Namibia ("Rossouw HR Consulting", "we", "us"), and the company or organisation on whose behalf an account is created (the "Subscriber", "you").

By ticking the acceptance box when registering, or by accessing or using the RemPulse platform (the "Platform"), you confirm that you are authorised to bind the Subscriber and that the Subscriber agrees to these Terms and to our Privacy Policy, which forms part of them. In terms of the Electronic Transactions Act 4 of 2019, this electronic acceptance has the same legal effect as a written signature.

2. The service and participation model

RemPulse is a salary-survey and benchmarking platform for employers in Namibia. It works on a contribution basis:

  • Each Subscriber uploads its own remuneration data in our standard template;
  • We pool the uploaded data from all participating Subscribers and calculate statistics per job grade — sample size, mean and percentiles;
  • Subscribers with an active subscription and a current data upload may generate reports showing those statistics, optionally filtered by industry.

Reports contain aggregated statistics only. They do not identify any contributing company or employee. The quality and sample size of a benchmark depend on the data contributed by all participants and may vary by job grade, industry and time.

3. Accounts and eligibility

  • The Platform is for business use only. Each account must be created by a natural person authorised to act for the Subscriber.
  • You must provide accurate, complete and current registration information and keep it up to date.
  • You are responsible for all activity under your users' credentials and must keep passwords confidential. Notify us immediately at rempulse@rossconsult.com.na of any unauthorised use.
  • We may require verification of your company details before activating a subscription.

4. Subscriptions, fees and payment

  • Access to reports requires an active subscription on one of the plans offered at registration, for the term shown (the "Term").
  • Fees are stated in Namibian dollars (N$), exclusive of VAT unless stated otherwise, and are payable in advance against our invoice within [30] days.
  • We will send a reminder before the Term ends. Subscriptions do not renew automatically unless agreed in writing; a new Term starts when the renewal fee is paid.
  • If fees are unpaid when due we may suspend access to reports until payment is received. Fees already paid are non-refundable except where required by law.
  • We may change fees for future Terms on at least [30] days' written notice.

5. Subscriber data and warranties

"Subscriber Data" means all remuneration records and other information you upload to the Platform. You retain ownership of Subscriber Data. You warrant and undertake that:

  • Subscriber Data is accurate, complete and relates to your own employees;
  • You have informed your employees, and hold a lawful basis under Namibian law (including the Labour Act 11 of 2007 and any data-protection legislation in force), to disclose their remuneration information to us for the purposes in these Terms and our Privacy Policy;
  • You will not upload identity numbers, dates of birth, banking details, health information or any other information not requested by our template;
  • You will not upload false, inflated or manipulated data intended to distort benchmark results;
  • Re-uploading a file updates your existing records for the same employee and job; it does not create duplicates. You are responsible for the content of each upload.

6. Data-processing terms

In respect of Subscriber Data, you are the controller and we act as your processor. We will:

  • Process Subscriber Data only to provide the Platform, produce your reports, calculate aggregated benchmark statistics, and as otherwise instructed by you in writing or required by law;
  • Ensure that personnel with access are bound by confidentiality;
  • Implement the security measures described in our Privacy Policy and maintain an audit trail of changes to Subscriber Data;
  • Engage sub-processors (hosting, email delivery, analytics) only under written terms protecting the data, and keep the list in our Privacy Policy current;
  • Assist you, at reasonable cost, in responding to requests from your employees to exercise their rights;
  • Notify you without undue delay of any security incident affecting Subscriber Data;
  • On termination, make your Subscriber Data available for export for [30] days and then delete or irreversibly anonymise it, except where retention is required by law.

You authorise us to retain and use aggregated, anonymised statistics derived from Subscriber Data after termination, as these are no longer personal information or confidential to you.

7. Acceptable use

You must not, and must not permit anyone to:

  • Attempt to identify any individual, employer or contributing company from benchmark statistics, including by combining reports, filters or external information;
  • Share credentials, or allow access to the Platform by anyone who is not an authorised user of the Subscriber;
  • Resell, sub-license, publish or distribute reports or benchmark data to third parties, other than to your professional advisers under confidentiality;
  • Scrape, copy, reverse-engineer or interfere with the Platform or its security features;
  • Upload malicious code or use the Platform in breach of any law.

8. Reports and intellectual property

  • We grant you a non-exclusive, non-transferable licence during the Term to use reports generated for your company for your internal remuneration planning.
  • The Platform, its software, templates, methodology (including grading and percentile calculations), branding and all aggregated benchmark data are and remain our intellectual property or that of our licensors.
  • You may provide feedback and suggestions, which we may use without obligation to you.

9. Confidentiality

Each party will keep the other's confidential information (including Subscriber Data, pricing and non-public Platform information) confidential, use it only for the purposes of these Terms, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the recipient, independently developed, or that must be disclosed by law, provided the disclosing party is notified where lawful.

10. Availability, support and changes

  • We aim to keep the Platform available at all times but do not guarantee uninterrupted access. We may suspend access for maintenance, security or legal reasons, giving notice where practicable.
  • Support is provided by email at rempulse@rossconsult.com.na during Namibian business hours.
  • We may improve or change Platform features and the report format from time to time. We will not materially reduce the core service during a paid Term without offering a pro-rata refund.
  • Reports are a snapshot of the data at the time they are generated. You may regenerate a report to reflect later uploads.

11. Disclaimers

  • Benchmark statistics are derived from data contributed by participants. We do not verify the accuracy of Subscriber Data and we do not guarantee any particular sample size, coverage or representativeness for any job grade, industry or filter.
  • Reports are provided for information purposes only and do not constitute remuneration, legal, tax or financial advice. Decisions you take based on them are your responsibility.
  • Except as expressly stated in these Terms, the Platform is provided "as is" and all implied warranties are excluded to the extent permitted by law.

12. Limitation of liability

  • Neither party is liable for indirect, consequential or special loss, loss of profit, revenue, business or goodwill, however arising.
  • Our total aggregate liability arising out of or in connection with these Terms in any 12-month period is limited to the fees paid by you for the Platform in that period.
  • Nothing in these Terms excludes liability for fraud, gross negligence, wilful misconduct, or any liability that cannot be excluded by law.

13. Indemnity

You indemnify us against all claims, losses and costs (including reasonable legal costs) arising from a breach of your warranties in section 5, your breach of section 7, or any claim by your employees or a regulator relating to your disclosure of Subscriber Data to us.

14. Suspension and termination

  • Either party may terminate these Terms at the end of the current Term by giving written notice before the Term ends.
  • We may suspend or terminate access immediately if you materially breach these Terms (including non-payment or any breach of sections 5 or 7) and, where the breach is capable of remedy, fail to remedy it within [14] days of notice.
  • On termination your right to use the Platform and reports ends, outstanding fees become payable, and section 6 governs the handling of Subscriber Data.
  • Sections 5, 6 (as to deletion and aggregated data), 7 to 9 and 11 to 16 survive termination.

15. Governing law and disputes

These Terms are governed by the laws of the Republic of Namibia. The parties will first attempt in good faith to resolve any dispute by negotiation between senior representatives within [30] days. Failing resolution, the parties submit to the jurisdiction of the High Court of Namibia, Main Division, Windhoek, without prejudice to either party's right to approach a Magistrate's Court of competent jurisdiction.

16. General

  • Entire agreement. These Terms, the Privacy Policy and your subscription details form the whole agreement and supersede prior discussions.
  • Changes. We may update these Terms on at least [30] days' notice by email or notice in the Platform; continued use after the effective date constitutes acceptance. Changes required by law may take effect sooner.
  • Notices. Notices may be given by email to the Subscriber's registered contact email and to us at rempulse@rossconsult.com.na.
  • Assignment. You may not assign these Terms without our written consent. We may assign them to a successor of our business.
  • Severability. If any provision is unenforceable, the remainder continues in effect.
  • No waiver. Failure to enforce a right is not a waiver of it.
  • Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

17. Contact

[LEGAL ENTITY NAME] t/a Rossouw Human Resources Consulting
[PHYSICAL ADDRESS], Namibia
Email: rempulse@rossconsult.com.na