Terms and Conditions

1. Introduction and acceptance

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

By accessing the Website, engaging Xinnace 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"), and the cooling-off rights in section 44 of ECTA are set out in clause 9 below.

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 Xinnace as described in an applicable statement of work.
• "HRMS Platform" means Xinnace'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.
• "Order Form" means a quotation, proposal, statement of work, or subscription order confirming the specific Services, full price, and payment terms agreed with a 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, Xinnace discloses the following:

Full name: Xinnace (Pty) Ltd
Legal status: Private Company (Pty) Ltd
Registration number: 2025/316516/07
Place of registration: Republic of South Africa (Companies and Intellectual Property Commission)
Physical address: 22 Umhlanga Boulevard, Umhlanga, 4321
Address for service of legal documents: Same as physical address above
Website address: xinnace.co.za
Email address: compliance@xinnace.co.za
Membership of self-regulatory or accreditation bodies: None
Code of conduct: Xinnace does not currently subscribe to a third-party code of conduct. If this changes, the applicable code and a link to access it electronically will be published on the Website and here.

4. Use of the Website

The Website and its content, including text, graphics, logos, and software, are owned by or licensed to Xinnace 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 Xinnace and the Client. Each SOW forms part of, and is governed by, these Terms, and will set out a sufficient description of the Consulting Services to enable the Client to make an informed decision, together with the timeframe in which they will be performed or delivered. 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 Xinnace 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. Xinnace 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, will reflect the full price including VAT and any additional costs, 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, Xinnace 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. Each Order Form will specify the minimum initial subscription term (the default minimum term is 12 months unless otherwise stated in the Order Form), which will automatically renew for successive periods of the same length unless either party gives at least 30 days' written notice of non-renewal before the end of the then-current term.

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 Xinnace promptly of any suspected unauthorised access.

6.3 Availability and support

Xinnace will use reasonable commercial efforts to make the HRMS Platform available, excluding scheduled maintenance and events beyond Xinnace'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. The HRMS Platform will be activated and made available to the Client within the timeframe stated in the applicable Order Form.

6.4 Client Data

As between the parties, the Client retains all rights in Client Data. Xinnace processes Client Data solely to provide the Services, as instructed by the Client, and in accordance with clause 10 (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 Xinnace'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

Xinnace 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

• Before any transaction is concluded, Xinnace will provide the Client with an Order Form disclosing the full price of the applicable Services, including VAT and any other fees or costs (such as onboarding, configuration, or disbursement charges), so that no order is placed without the Client seeing the total price in advance.
• Fees are payable in South African Rand, exclusive of VAT unless stated otherwise, and may be paid by electronic funds transfer (EFT), debit or credit card via our secure third-party payment gateway, or any other payment method specified on the applicable invoice or Order Form. Payment methods are processed using industry-standard encryption and security measures, and Xinnace does not store full payment card details.
• Invoices are payable within 7 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.
• Where an invoice remains unpaid more than 7 days after its due date, Xinnace may place the Client's HRMS Platform account into a read-only state, in which existing data remains visible and exportable but no new records may be created or changed. Xinnace may suspend access to the HRMS Platform entirely, or pause Consulting Services, for accounts more than 15 days overdue, following written notice. Access is restored on payment.
• 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, as required under clause 9 (Cooling-off period) below, or as otherwise stated in these Terms, are non-refundable.
• Refunds, where due, will be paid using the same payment method used by the Client, unless otherwise agreed.

8. Order process and transaction records

8.1 Reviewing your order

Before finally placing any order or signing an Order Form, the Client will be given a reasonable opportunity to review the full details of the proposed transaction (including the description of Services and the full price), correct any input errors, and withdraw from the transaction without penalty.

8.2 Confirmation and record-keeping

On conclusion of a transaction, Xinnace will send the Client a written confirmation (by email or through the HRMS Platform) summarising the Services ordered, the price agreed, and the payment terms. The Client can access and download a copy of each Order Form, invoice, and payment record at any time during the subscription term via its HRMS Platform account or by requesting a copy from Xinnace by email. Xinnace retains transaction records for at least five years, or such longer period as required by applicable law, including the CPA and tax legislation.

9. Cooling-off period (section 44 of ECTA)

Where a transaction is concluded electronically and section 44 of ECTA applies, the Client is entitled to cancel, without reason and without penalty, any transaction and any related credit agreement for the supply of goods within seven days after receipt of the goods, or for the supply of services within seven days after the date of conclusion of the agreement.

The only charge that may be levied on the Client in these circumstances is the direct cost of returning any goods. If payment has already been made before the Client exercises this right, the Client is entitled to a full refund, which will be paid within 30 days of the date of cancellation. This clause does not limit any other rights the Client may have under the CPA or other applicable law, and does not apply to the extent the underlying transaction falls within an exemption recognised under ECTA.

To exercise this right, the Client should notify Xinnace in writing using the contact details in clause 3 or clause 20.

10. Data protection and privacy (POPIA)

Xinnace processes personal information in accordance with POPIA. Where Xinnace processes Client Data (including personal information of the Client's employees) on the Client's behalf via the HRMS Platform, Xinnace acts as an "operator" as defined in POPIA, and the Client acts as "responsible party". Such processing is governed by our Operator Addendum, which forms part of this Agreement by reference. Where Xinnace and the Client have signed a separate negotiated data processing agreement, that agreement governs instead.

Xinnace will: (a) process Client Data only on the Client's documented instructions; (b) implement appropriate technical and organisational security measures, including in respect of payment and personal information; (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 Xinnace 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.

11. Intellectual property

Xinnace 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 Xinnace pre-existing IP or general methodologies embedded in those deliverables, which remain licensed (not assigned) to the Client.

12. 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.

13. Warranties and disclaimers

Xinnace 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, Xinnace 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.

14. 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, Xinnace'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 Xinnace in the 12 months preceding the event giving rise to the claim. Xinnace 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.

15. Indemnification

The Client indemnifies Xinnace 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.

16. 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 Xinnace may securely delete it, subject to any legal retention obligations.

17. 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.

18. 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), available electronically at afsa.co.za, 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.

19. General provisions

• Amendments: Xinnace 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.
• Accessing these Terms: These Terms are available on the Website in HTML format and may be downloaded, saved, and printed as a PDF at any time. A copy will also be emailed to the Client on request.
• 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 Xinnace's prior written consent, not to be unreasonably withheld.
• Notices: Legal notices must be sent in writing to the addresses in clause 3 (Xinnace) or the Client's registered address on file.

20. Contact us

For questions about these Terms, please contact:

Xinnace (Pty) Ltd
Website: xinnace.co.za
Email: compliance@xinnace.co.za
22 Umhlanga Boulevard, Umhlanga, 4321
South Africa