In this Agreement:
"Service" means the online payroll software service made available (as may be changed or updated from time to time by Able Home & Office) via the Website.
"Registration Date" means the date of registration of the Customer in availing the Able Payroll Online subscription.
"Intellectual Property Rights" means copyright, trade mark, design, patent, semiconductor or circuit layout rights.
"Licensor" means Able Computing (PNG) Limited, the developer of Able Payroll Online.
"Subscription Fee" means the monthly payable by You in accordance with the Fee Schedule.
"Support Fee" means the fee involved in getting software support to troubleshoot your data problems and setup issues and to get assistance in the implementation of the service.
"Third Party" means other organization/business that are involved in payroll making.
"Services" means the payroll services described in clause 4 as selected by the Customer.
"Term" means the term of this Agreement being the Minimum Period plus any Renewal Period.
"Website" means Able Payroll Online at https://www.ablepayrollpng.com or any other site operated by Able Home & Office.
"Payrun" means when the Customer approves the payroll in "Process Payroll" page
"Renewal Period" means twelve (12) calendar months.
2 Commencement and Duration
2.1 This Agreement shall commence on the Registration Date and shall continue for the Minimum Period.
2.2 If this Agreement has not been terminated, or notice of termination pursuant to sub-clause 3.1 has not been given by either party, then this Agreement shall be automatically renewed for a further term equal to the Renewal Period upon the same standard terms and conditions as then exist between Able Home & Office and its customers as shall be specified or exhibited on its Website, including this provision for renewal but subject always to clause 5.
3.1 Either party may terminate this Agreement by giving not less than 30 days prior written notice to the other party at any time prior to the expiration of the term of the Agreement, the termination date being the last day of the term of the Agreement, or the end of the 30 day notice period, whichever is the later.
3.2 If prior to the termination date the Customer shall cease paying staff on the Able Payroll Online system, then Able Home & Office shall still be entitled to charge Subscription Fees until the Customer shall notify Able Home & Office thru a written notice as per clause 3.1.
3.3 Able Home & Office may terminate this Agreement without written notice if the Customer failed to pay any charges as per clause 5.
3.4 Upon termination of this Agreement the Customer may retrieve copies of its data and information within the limited period provided by Able Home & Office.
4.1 Able Home & Office shall provide online payroll software Services to the Customer in a good and professional manner and in accordance with current Papua New Guinea Salary & Wages Tax Table and government regulations as amended from time to time.
4.2 Able Home & Office shall provide suitable hardware, software and a network environment to enable provision of services to the Customer via the website.
4.3 The Customer shall provide connection to the Internet and suitable hardware and software to access the services via the website at its own costs.
5.1 All fees are non-refundable.
5.2 If the Registration Date is before the 15th day of the month, the Customer shall pay the current Month Subscription Fee to Able Home & Office. If the Registration Date is on or after the 15th day of the month, the Customer shall pay the current Month Subscription Fee Plus One Month Advanced Subscription Fee to Able Home & Office.
5.3 After the Registration Date, Able Home & Office will continue to issue Tax Invoice to the Customer every 15th day of the month for the Subscription Fee that will cover the succeeding month’s Subscription Fee.
5.4 Able Home & Office may vary its Subscription Fees from time to time by giving notice on its Website to be effective from the next billing after notice is given.
5.5 Able Home & Office may charge software support fees when the Customer seeks assistance on the use and implementation of the Service or to troubleshoot data and software setup issues. A Tax invoice for the Software Support Fees will be issued to the Customer after any software support is carried out by Able Home & Office.
5.6 The Customer shall pay all fees by the due date of the Tax Invoice. Failure to pay the fees may result to non-support and disabled access to the Service. Additionally, it may result in the termination of this Agreement by Able Home & Office without prejudice to its rights to recover from the Customer all outstanding and future amounts owing to Able Home & Office for any remaining period of the Term.
5.7 The Customer is responsible for regularly reviewing these Website Terms and Conditions and the Customer's continued use of the Website constitutes the Customer's agreement to all such amended Website terms.
6 Obligations of the Customer
6.1 The Customer shall, for the duration of this Agreement:
6.1.1 be solely responsible for confirming the accuracy and integrity of any data or information processed in Able Payroll Online;
6.1.2 be solely responsible for the protection of its Proprietary Information;
6.1.3 not commit or attempt to commit any act or omission which directly or indirectly:
18.104.22.168 impedes, impairs or precludes Able Payroll Online from being able to grant access to the System and/or provide the Services in a reasonable and business-like manner;
22.214.171.124 constitutes an abuse
126.96.36.199 or malicious misuse of the System and/or the Services; or
188.8.131.52 is calculated to have either of the abovementioned effects,
and in the event of the Customer committing any act or omission listed in 6.1.3, should Able Home & Office incur expenses to remedy the situation, Able Home & Office reserves the right to charge the Customer the amount necessary to cover Able Home & Office’s additional expenditure or to take any other appropriate action it may deem necessary to remedy the situation;
6.1.4 not sell, resell or otherwise deal with the System in any manner whatsoever and, without limitation to the foregoing, any consideration which the Customer may receive whilst acting in breach of this prohibition shall be forfeited to Able Home & Office;
6.1.5 not allow any person other than its employees or other authorised parties access to the System and/or the Services;
6.1.6 not withhold or defer payment or be entitled to a reduction in any charge or have any other right or remedy against Able Home & Office, its servants, its agents or any other persons for whom it may be liable in law if Able Home & Office interrupts access to the System or refrains from providing the Services to Customer in the event that the Customer is in default of any of its obligations under this Agreement to Able Home & Office;
6.1.7 not at any time use the System and/or the Services in contravention of any Papua New Guinea law and, in this regard, the Customer acknowledges that Able Home & Office has no obligation to assist the Customer in obtaining knowledge and/or clarity in terms of the applicable Papua New Guinea law; and
6.1.8 not make any warranty or representation in respect of the System and/or the Services other than those authorised in writing by Able Home & Office
7.1 Able Home & Office warrants that it will use all reasonable skill, care and diligence in the provision of the services agreed to be provided by this Agreement.
7.2 Notwithstanding the provisions of sub-clause 7.1, the Customer acknowledges that it has entered into this Agreement relying on its own judgment and not upon any warranty or representation made by Able Home & Office that the Services specified and selected by the Customer are suitable and/or adequate for the Customer's particular business, purpose or compliance requirements.
7.3 The Customer must ensure that access to the Web site is not illegal or prohibited by laws which apply to the Customer or the place where the Customer accesses the Website.
7.4 The Customer accepts that it must take its own precautions to ensure that the process which it employs for accessing the Website does not expose it to the risk of viruses, malicious computer code or other forms of interference which may damage the Customer's own computer system. For the removal of doubt, Able Home & Office does not accept responsibility for any interference or damage to a Customer's own computer system which arises in connection with a Customer's use of the Website or any linked web site.
7.5 Apart from warranties contained in this Agreement or implied by law and which are incapable of exclusion, restriction or modification, Able Home & Office makes no other warranty, representation or undertaking whatsoever in respect of the Services or any hardware, software or network environment to be used or supplied.
7.6 Able Home & Office does not purport to provide any financial, labour, taxation or other professional advice through the Website and the Customer is encouraged to seek independent professional advice prior to making any financial decisions.
7.7 The Customer acknowledges that the Services provided pursuant to this Agreement are being acquired solely for use in the Customer's business.
8 Title Rights
8.1 The title rights, copyrights and all other rights of intellectual property whatsoever in any information, software, material, technique, procedure or other know-how produced for or used in providing the Services pursuant to the provisions of this Agreement shall remain vested exclusively in Able Home & Office, or its Licensor.
9 Limitation of Liability
9.1 Able Home & Office shall not be liable to the Customer or any other party in any manner whatsoever whether direct or indirect arising out of:
9.1.1 the Customer's connection to the Internet;
9.1.2 the Customer's late payment or late Payrun;
9.1.3 the Customer's acts or defaults in relation to errors in input or statistical misinformation;
9.1.4 a default or malfunction in the systems or services of any third party utilised by the Customer or Able Home & Office.
9.2 Any erroneous result from any of the factor that affects the pay such as taxation, deduction and income that derived from man-made, customer’s modification on Able Payroll Online default data setup, third party’s sudden upgrade/changes and operating system incompatibility with its pre requisite dependencies. 9.3 Excepting only the indemnities provide to the fullest extent permitted by law, neither Able Home & Office nor its affiliates, subsidiaries, related bodies corporate, directors, officers, employees, agents, contractors, successors or assigns (collectively "Able Home & Office's Related Bodies") will be liable for any damages, economic loss or other loss whatsoever arising out of, or in any way related to, the use or access of the Website. This limitation applies to direct, indirect, consequential, exemplary, incidental, special, punitive or any other losses or damages that the Customer or others may suffer, as well as damages for loss of profits, goodwill, use, business interruption or the loss of data or information.
9.4 To the fullest extent permitted by law, Able Home & Office's and Able Home & Office's Related Bodies' liability for breach of any implied condition, warranty or undertaking which cannot be excluded is limited, at the option of Able Home & Office, to the supplying of the Services again or the payment of the cost of having the Services supplied again.
9.5 The limitation of Able Home & Office's liability applies whether the claim is in contract, tort (including without limitation, negligence) or equity and even if Able Home & Office has been notified of the possibility of such loss or damage. The Customer agrees that Able Home & Office's and Able Home & Office's Related Bodies' liability, if any, to the Customer at law will be reduced by the extent, if any, to which the Customer contributed to the loss.
10.1 The Customer indemnifies Able Home & Office in respect of any liability incurred by Able Home & Office for any loss, cost, damage or expense howsoever caused, or suffered by Able Home & Office as a result of the Customer's breach of these Website terms and conditions.
11 Force Majeure
11.1 Able Home & Office shall not be liable to the Customer or any other party claiming through the Customer in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of force majeure, namely, circumstances beyond the control of Able Home & Office which prevent or limit Able Home & Office's ability to perform its obligations pursuant to this Agreement. Circumstances which constitute force majeure shall include (but shall not be limited to) acts of God, fire, flood, earthquake, explosion, sabotage, accident, embargo, riot, civil commotion, computer virus, breakdown of equipment, and failure of electrical supply or telecommunications links.
12.1 Both parties, including their respective employees, agents and sub-contractors, shall keep confidential the terms of this Agreement and all data and other information, which shall come into their possession pursuant to or in the performance of this Agreement.
13.2 The Customer warrants that Personal Information (including any information relating to the Customer’s employees) it provides to Able Home & Office has been collected by lawful means, with the consent of the relevant employee and is complete and accurate.
14.1 Able Home & Office shall provide a comprehensive and secure environment to protect the integrity and security of the Website, and of the Customer's and Able Home & Office's information in accordance with Able Home & Office's Security Profile here.
14.2 The Customer acknowledges that no data transmission over the Internet can be guaranteed as totally secure. Whilst Able Home & Office will strive to protect such information, Able Home & Office does not warrant and cannot ensure the security of any information which the Customer transmits to Able Home & Office. Accordingly, any information which the Customer transmits to Able Home & Office is transmitted at the Customer's own risk. Nevertheless, once Able Home & Office receives the Customer’s transmission, Able Home & Office will take all reasonable steps to preserve the security of such information.
14.3 The Customer will at all times be solely responsible for the security of all user names and passwords used by the Customer to access the Website and conduct any transaction available via the Website. Able Home & Office will not be responsible for any unauthorised access to the Website or misuse of any user names or passwords. The Customer must notify Able Home & Office of any change in user name or password any suspected or actual unauthorised access to a user name or password and if a person is no longer entitled to use a user name or password.
14.4 The Customer must not compromise Able Home & Office's security environment or service availability through hacking, denial of service attacks and the like. The Customer will be responsible for the actions of its employees, agents and sub-contractors in breach of this provision.
15 Linked Websites
15.1 The Website may contain links to other web sites ("Linked Web Sites"). Those links are provided for convenience only and may not remain current or be maintained.
15.2 Able Home & Office are not responsible for the content or privacy practices associated with Linked Web Sites.
15.3 Able Home & Office's links with Linked Web Sites should not be construed as an endorsement, approval or recommendation by Able Home & Office of the owners or operators of those Linked Web Sites, or of any information, graphics, materials, products or services referred to or contained on those Linked Web Sites, unless and to the extent stipulated to the contrary.
16.1 This Agreement shall be governed by the laws of the Independent State of Papua New Guinea and each party irrevocably submits to the exclusive jurisdiction of the Papua New Guinea Courts.
16.2 If Able Home & Office waives any rights available to it under these terms and conditions on one occasion, this does not mean that those rights will automatically be waived on any other occasion.
16.3 If any of these terms and conditions is held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions shall nevertheless continue in full force.
17 Binding Agreement
17.1 This Agreement constitutes the entire Agreement between the parties.
17.2 Pressing the 'I Accept' button by the Customer or its duly authorised representative shall signify the Customer's acceptance of and interest to be bound by the provisions of this Agreement and shall constitute and be deemed to be proper and lawful execution of this Agreement by the Customer. By accessing the Website the Customer agrees to be bound by these Website terms and conditions.
17.3 Pressing the 'I Accept' button by Able Home & Office or its duly authorised representative subsequent to the Customer shall constitute and be deemed to be proper and lawful execution of this Agreement by Able Home & Office and shall result in a binding Agreement being completed between the parties as at the date specified and commencing from the Registration Date.
18 Minimum Period
18.1 The Minimum Period is 12 Months.