1. DEFINITIONS AND INTERPRETATION
1.1. Definitions

In these Terms, unless the context requires otherwise:

“Agreement” means the Client Signup & Service Acceptance Form, these Terms of Service, the applicable quotation or commercial proposal, and any other document expressly incorporated into the Agreement.

“Client” means the organisation identified in the Client Signup & Service Acceptance Form.

“Effective Date” means the date on which the Client Signup & Service Acceptance Form is signed or otherwise accepted by the Client, unless another effective date is expressly stated in the Form.

“Pahappa”, “we”, “us”, or “our” means Pahappa Limited.

“PahappaHR”, “Software”, or “Service” means the PahappaHR software platform and related services provided by Pahappa.

“Subscription Period” means the period during which the Client is authorised to access and use PahappaHR under the applicable subscription.

“Client Data” means information, records, documents, personal data, employee information, and other data submitted, uploaded, transmitted, or otherwise entered into PahappaHR by or on behalf of the Client.

“Users” means individuals authorised by the Client to access and use PahappaHR under the Client’s subscription.

1.2. Interpretation

Headings are for convenience only and shall not affect the interpretation of these Terms.

2. FORMATION OF THE AGREEMENT
2.1. These Terms govern the Client’s access to and use of PahappaHR and, together with the applicable Signup Form, quotation, invoice, or other commercial document issued by Pahappa, constitute the agreement between Pahappa and the Client.
2.2. The Client may accept these Terms by:

a)    signing or electronically accepting the Signup Form;

b)    paying any applicable setup or subscription fee; or

c)     accessing or commencing use of PahappaHR.

2.3. Where the Client pays for or commences use of PahappaHR without signing the Signup Form, the Client shall be deemed to have accepted these Terms and agreed to be bound by them from the date of payment, activation, or first use of the Service, whichever occurs first.

2.4. Where no Signup Form has been completed, the applicable quotation, invoice, payment record, or other written commercial communication accepted by the Client shall determine the applicable subscription package, fees, number of Users, Subscription Period, and other specific commercial terms.

2.5. The person or entity making payment, requesting activation, or commencing use of PahappaHR warrants that they are authorised to enter into the agreement on behalf of the Client where they are acting for an organisation.

3. SCOPE OF SERVICES

Subject to the Client’s compliance with the Agreement and payment of applicable fees, Pahappa shall provide the following services:

3.1. System Setup and Configuration

Pahappa shall configure and make PahappaHR available to the Client in accordance with the agreed package and implementation requirements.

3.2.  Subscription Access

The Client shall receive access to PahappaHR for the Subscription Period and number of Users specified in the Signup Form or applicable commercial document.

3.3. Onboarding and Training

Pahappa shall provide reasonable onboarding and training to the Client’s designated representatives as agreed between the parties.

3.4. Technical Support and Maintenance

Pahappa shall provide technical support and reasonable maintenance during the applicable Subscription Period.

3.5. Additional Services

Any customisation, integration, additional training, additional Users, migration, development, or other services outside the agreed package may be subject to additional fees and timelines agreed with the Client.

4. FEES AND PAYMENT
4.1. The applicable setup fee, subscription fee, discounts, payment schedule, and other commercial terms shall be stated in the Signup Form, quotation, invoice, or other agreed commercial document.
4.2. Setup Fee

Where applicable, the setup fee shall cover system setup, configuration, onboarding, and training as specified in the applicable commercial document.

Unless otherwise agreed, the setup fee is non-refundable once setup or onboarding activities have commenced.

4.3. Subscription Fees

Subscription fees shall be payable in accordance with the payment schedule agreed between the parties.

Unless otherwise stated in the Signup Form, subscription fees are payable annually in advance.

4.4. Discounts

Any discount granted to the Client shall apply only for the period and under the conditions expressly stated in the applicable Signup Form or commercial document.

A discount shall not create an entitlement to the same discount in subsequent subscription periods unless expressly agreed in writing.

4.5. Payment Deadline

The Client shall make all payments within the agreed payment period.

Where the parties have agreed that payment may be made in instalments, the Client shall comply with the agreed instalment schedule.

4.6. Delayed Payment

Where the Client fails to make a required payment when due, Pahappa may, subject to applicable law and any notice requirements under the Agreement:

  1. delay implementation or provision of additional services;
  2. suspend access to some or all of the Service;
  3. withhold support or other non-essential services; and/or
  4. terminate the Agreement in accordance with these Terms.
4.7. Taxes and Charges

Unless expressly stated otherwise, applicable taxes, government charges, bank charges, transaction charges, and other statutory costs relating to the Client’s purchase or use of the Service shall be borne by the Client.

5. IMPLEMENTATION, ONBOARDING AND TRAINING

5.1. Pahappa shall agree implementation, onboarding, and training timelines with the Client.

5.2. The Client shall provide, in a timely manner, all information, data, access, personnel, approvals, infrastructure, and other resources reasonably required by Pahappa.

5.3. Pahappa shall not be responsible for delays caused by the Client’s failure to provide required information, resources, approvals, personnel, or access.

5.4. Where the Client requests customisation, additional functionality, integrations, or other modifications, the implementation timeline may be extended and additional charges may apply.

5.5. Any implementation dates provided by Pahappa are estimates unless expressly agreed in writing as binding deadlines.

6. CLIENT RESPONSIBILITIES

The Client shall:

  1. provide accurate and complete information required for implementation and use of PahappaHR;
  2. provide suitable internet connectivity, devices, browsers, and other infrastructure reasonably required to access the Service;
  3. designate authorised personnel to work with Pahappa during implementation and support;
  4. ensure that Users use the Service in accordance with the Agreement and applicable laws;
  5. maintain the confidentiality of User login credentials;
  6. promptly notify Pahappa of suspected unauthorised access, security incidents, or misuse of the Service;
  7. obtain all necessary consents, permissions, and lawful authority required for the collection, processing, and use of Client Data submitted to PahappaHR; and
  8. remain responsible for the accuracy, legality, integrity, and appropriateness of Client Data.
7. USER ACCESS AND USAGE LIMITATIONS
7.1. The Client may only permit the number of Users included in its subscribed package.
7.2. The Client shall not share individual User credentials between multiple persons where such sharing is intended to circumvent the applicable User limit.
7.3. Additional Users may be added upon request and may be subject to additional fees.
7.4. The Client shall not:
  1. copy, reproduce, distribute, sell, lease, sublicense, or commercially exploit PahappaHR except as expressly permitted;
  2. reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, except where expressly permitted by applicable law;
  3. interfere with the security, integrity, or operation of the Service;
  4. use the Service for unlawful, fraudulent, abusive, or malicious activities;
  5. attempt to obtain unauthorised access to another Client’s account or data; or
  6. use the Service in a manner that could damage PahappaHR, Pahappa’s systems, or other users.
8. INTELLECTUAL PROPERTY RIGHTS

8.1. Pahappa and its licensors retain all rights, title, and interest in and to PahappaHR, including its software, source code, object code, designs, interfaces, documentation, features, updates, improvements, processes, and related intellectual property.

8.2. Nothing in the Agreement transfers ownership of PahappaHR or any Pahappa intellectual property to the Client.

8.3. Subject to payment of applicable fees and compliance with the Agreement, Pahappa grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use PahappaHR during the applicable Subscription Period solely for the Client’s internal business purposes.

8.4. Any feedback, suggestions, or recommendations provided by the Client regarding PahappaHR may be used by Pahappa without restriction, provided that such use does not disclose the Client’s Confidential Information.

9. CLIENT DATA AND DATA PROTECTION
9.1. Ownership

The Client retains ownership of its Client Data. Nothing in the Agreement transfers ownership of Client Data to Pahappa.

9.2. Processing of Client Data

Pahappa shall process Client Data only as reasonably necessary to:

  1. provide, operate, maintain, secure, and support PahappaHR;
  2. comply with the Client’s lawful instructions;
  3. prevent fraud, abuse, or security incidents;
  4. comply with applicable law; and
  5. perform the Agreement.
9.3. Client Responsibilities

The Client is responsible for ensuring that its collection and submission of Client Data to PahappaHR is lawful and that it has all required notices, consents, authorisations, and other legal bases required under applicable data protection laws.

9.4. Data Security

Pahappa shall implement reasonable technical and organisational measures appropriate to the nature of the Service to protect Client Data against unauthorised access, loss, destruction, alteration, or disclosure.

9.5. Security Incidents

Where Pahappa becomes aware of a confirmed security incident affecting Client Data, Pahappa shall take reasonable steps to investigate, contain, and address the incident and notify the Client where required by applicable law.

9.6. Third-Party Service Providers

Pahappa may use reputable third-party service providers, hosting providers, infrastructure providers, or other technology providers where reasonably necessary to provide PahappaHR.

Pahappa shall remain responsible for its contractual obligations concerning Client Data when using such providers, subject to applicable law.

9.7. Data Retention and Retrieval

Upon termination or expiry of the Agreement, the Client may request access to or export of its Client Data within the period specified by Pahappa, subject to payment of any applicable outstanding amounts and reasonable technical requirements.

After the applicable retention period, Pahappa may securely delete Client Data unless retention is required by law.

10. CONFIDENTIALITY
10.1. Each party shall keep confidential all non-public information received from the other party in connection with the Agreement.
10.2. Confidential Information shall not be disclosed to third parties except:
  1. with the other party’s prior written consent;
  2. to employees, professional advisers, contractors, or service providers who need the information and are subject to confidentiality obligations;
  3. where required by law, regulation, court order, or a competent authority; or
  4. where the information has become publicly available through no breach of the Agreement.
10.3. These confidentiality obligations shall survive termination or expiry of the Agreement.
11. CLIENT REFERENCE AND MARKETING

11.1.  Subject to the Client’s rights under applicable law and unless the Client expressly opts out in writing, the Client grants Pahappa a non-exclusive, royalty-free right to identify the Client as a customer of PahappaHR by using the Client’s name, trade name, logo, and trademarks in Pahappa’s customer lists, proposals, presentations, website, and general marketing materials.

11.2. Pahappa shall use the Client’s brand in a professional manner and shall not disclose the Client’s Confidential Information under this clause.

11.3. Pahappa shall not publish a detailed case study, testimonial, quotation, or other specific endorsement attributed to the Client without the Client’s prior approval.

11.4. The Client may withdraw the permission granted under this clause by providing written notice to Pahappa. Pahappa shall cease new uses within a reasonable period after receiving such notice, except where the material has already been printed or distributed and cannot reasonably be recalled.

12. SUPPORT AND MAINTENANCE
12.1. Pahappa shall provide reasonable technical support during the Subscription Period.
12.2. Support shall generally include:
  1. investigation and resolution of technical issues;
  2. assistance with use of PahappaHR;
  3. reasonable maintenance and system updates; and
  4. other support expressly included in the Client’s package.
12.3. Support does not include:
  1. problems caused by the Client’s hardware, internet connection, third-party systems, or unauthorised modifications;
  2. training beyond the agreed scope;
  3. development of new features;
  4. customisation or integrations not included in the package; or
  5. issues arising from misuse of the Service.

Such services may be provided at additional cost where agreed.

13. SERVICE AVAILABILITY AND THIRD-PARTY DEPENDENCIES
13.1. Pahappa shall use reasonable efforts to maintain the availability and proper functioning of PahappaHR.
13.2. The Client acknowledges that availability may occasionally be affected by:
  1. scheduled maintenance;
  2. emergency maintenance;
  3. internet or telecommunications failures;
  4. third-party infrastructure or service failures;
  5. events beyond Pahappa’s reasonable control; or
  6. the Client’s own systems, network, devices, or configuration.
13.3. Pahappa may temporarily suspend access where reasonably necessary to protect the security, integrity, or operation of PahappaHR or its users.
14. WARRANTIES AND DISCLAIMERS
14.1. Pahappa warrants that it shall provide the Service with reasonable skill and care.
14.2. Except as expressly stated in the Agreement, PahappaHR is provided without additional express or implied warranties to the maximum extent permitted by applicable law.
14.3. Pahappa does not warrant that:
  1. the Service will be completely uninterrupted or error-free;
  2. every feature will meet every specific requirement of the Client;
  3. the Service will be compatible with every third-party system or infrastructure; or
  4. the Service will be suitable for purposes outside the agreed scope.
14.4. The Client remains responsible for reviewing and verifying information generated or processed through PahappaHR before relying on it for material business, employment, financial, legal, or regulatory decisions.
15. LIMITATION OF LIABILITY

15.1. To the maximum extent permitted by applicable law, Pahappa shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential loss or damage, including loss of profits, revenue, business opportunities, goodwill, or anticipated savings arising from or relating to the Agreement.

15.2. Subject to applicable law, Pahappa’s total aggregate liability arising out of or relating to the Agreement shall not exceed the total fees actually paid by the Client to Pahappa under the Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

15.3. Nothing in these Terms shall exclude or limit liability to the extent that such liability cannot lawfully be excluded or limited under applicable law.

16. SUBSCRIPTION PERIOD

16.1. The subscription shall commence on the date specified in the Signup Form or, where no Signup Form has been completed, on the date the Client’s subscription is activated, payment is received, or the Client first accesses PahappaHR, as applicable.

16.2. The subscription shall remain active for the Subscription Period specified in the Signup Form or, where no Signup Form has been completed, the Subscription Period specified in the applicable quotation, invoice, or other commercial document accepted by the Client.

16.3. The Client’s access to and use of PahappaHR shall continue throughout the Subscription Period, subject to the Client’s compliance with these Terms and payment of all applicable fees.

16.4. Upon expiry of the Subscription Period, the Client’s access to PahappaHR shall cease unless the subscription is renewed for a further period agreed between the parties.

17. TERMINATION
17.1. Termination by the Client

The Client may terminate the Agreement by providing written notice to Pahappa, subject to any outstanding payment obligations and the terms applicable to termination.

Unless otherwise expressly agreed:

  1. setup fees already paid shall not be refundable;
  2. subscription fees paid for a period already commenced shall not be refundable for unused time; and
  3. termination shall not automatically release the Client from payment obligations that had already become due.
17.2. Termination by Pahappa

Pahappa may terminate the Agreement by written notice where:

  1. the Client materially breaches the Agreement and fails to remedy the breach within a reasonable period after receiving notice;
  2. the Client fails to pay amounts due and fails to remedy the non-payment after notice;
  3. the Client uses PahappaHR unlawfully or in a manner that presents a material security or operational risk;
  4. the Client becomes insolvent or ceases business operations; or
  5. continued provision of the Service becomes unlawful.
17.3. Immediate Suspension or Termination

Pahappa may immediately suspend access where reasonably necessary to prevent serious security risks, unlawful use, fraud, or material harm to PahappaHR or other users.

Where reasonably practicable, Pahappa shall notify the Client and provide an opportunity to remedy the issue.

18. EFFECT OF TERMINATION

Upon termination or expiry:

  1. the Client’s right to access and use PahappaHR shall cease, subject to any agreed data retrieval period;
  2. the Client shall pay all outstanding amounts due to Pahappa;
  3. each party shall return or securely dispose of the other party’s Confidential Information where reasonably required, subject to legal retention requirements;
  4. Pahappa may disable the Client’s account following expiry of the applicable access or data retrieval period; and
  5. provisions which by their nature are intended to survive termination, including intellectual property, confidentiality, liability, dispute resolution, and outstanding payment obligations, shall continue to apply.
19. RENEWAL

19.1. Unless otherwise agreed, the Agreement may be renewed for successive subscription periods upon expiry of the initial term.

19.2. Pahappa may notify the Client of applicable renewal fees and terms before the renewal date.

19.3. Where the Agreement provides for automatic renewal, the Client may prevent renewal by providing written notice of non-renewal within the notice period specified by Pahappa or, where no notice period is specified, within a reasonable period before the renewal date.

20. CHANGES TO PAHAPPAHR AND THE TERMS
20.1. Service Changes

Pahappa may modify, improve, update, replace, or discontinue features of PahappaHR from time to time, provided that Pahappa shall use reasonable efforts not to materially reduce the core functionality of the Service during an active paid Subscription Period.

20.2. Changes to Terms

Pahappa may amend these Terms where reasonably necessary to reflect changes in the Service, technology, business operations, security requirements, or applicable law.

20.3. Material changes shall be communicated to the Client through reasonable means.
20.4. Where a material amendment adversely affects the Client’s rights or obligations, the Client may raise its concerns with Pahappa. Continued use of PahappaHR after the effective date of the amended Terms shall constitute acceptance of the amended Terms, subject to applicable law.
20.5. The version of the Terms accepted by the Client shall remain available for reference.
21. FORCE MAJEURE

Neither party shall be liable for failure or delay in performing its obligations where the failure or delay results from circumstances beyond its reasonable control, including natural disasters, war, civil unrest, government action, epidemics, telecommunications failures, widespread internet outages, cyber incidents affecting critical infrastructure, or other events beyond the reasonable control of the affected party.

The affected party shall take reasonable steps to mitigate the effects of the event.

22. DISPUTE RESOLUTION

22.1. The parties shall first attempt to resolve any dispute arising out of or relating to the Agreement through good-faith negotiations.

22.2. Where the dispute cannot be resolved through negotiation, either party may refer the dispute to arbitration in Uganda in accordance with applicable Ugandan arbitration laws.

22.3. The arbitration shall be conducted by a mutually agreed arbitrator. Where the parties cannot agree on an arbitrator, the arbitrator shall be appointed in accordance with applicable law.

22.4. Nothing in this clause prevents either party from seeking urgent interim or protective relief from a court of competent jurisdiction.

23. GOVERNING LAW

The Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Uganda.

24. NOTICES
24.1. Any formal notice under the Agreement shall be made in writing and delivered by email, physical delivery, or another communication method agreed by the parties.
24.2. Notices to Pahappa shall be sent to:

Email: [email protected]

Copy: [email protected]

24.3. The Client’s contact details shall be those stated in the Signup Form or subsequently notified to Pahappa in writing.
24.4. The Client is responsible for ensuring that its contact information remains current.
25. ASSIGNMENT

25.1. The Client shall not assign, transfer, sublicense, or otherwise transfer its rights or obligations under the Agreement without Pahappa’s prior written consent.

25.2. Pahappa may assign or transfer the Agreement to an affiliate, successor, or entity acquiring substantially all of Pahappa’s relevant business or assets, provided that the Client’s rights are not materially reduced as a result.

26. SEVERABILITY

If any provision of the Agreement is determined to be invalid, unlawful, or unenforceable, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

27. WAIVER

Failure by either party to enforce any provision of the Agreement shall not constitute a waiver of its right to enforce that provision or any other provision in the future.

28. ENTIRE AGREEMENT

The Agreement constitutes the entire agreement between the parties concerning the Client’s use of PahappaHR and supersedes prior discussions, representations, proposals, or understandings relating to the same subject matter, except for any document expressly incorporated into the Agreement.

29. ELECTRONIC ACCEPTANCE

The parties agree that electronic signatures, scanned signatures, digitally executed documents, or other legally recognised electronic means of acceptance may be used to enter into the Agreement.

The parties shall treat such electronic acceptance as evidence of the relevant party’s intention to be legally bound, subject to applicable law.

30. CONTACT AND SUPPORT

For support, inquiries, or other matters relating to PahappaHR:
PAHAPPA LIMITED
Email: [email protected]
Technical Support: [email protected]
Telephone: +256 788 200916 / +256 707 811116