The Terms of Our Relationship

Memorandum of Understanding

By having access to the NowHR Associate Dashboard and logging in to the NowHR Associate Dashboard the following is agreed between Nowicki and Associates (Pty) Ltd, the “Association” and yourself, the “Associate”.

  1. “Effective Date” means the date upon which you have registered an Associate login for this portal known as the Associate Dashboard by creating a username and password;
  2. “The Parties” means the parties to this MOU as outlined above;
  3. “Confidential Information” means all information whether written (including information contained in electronic format) or oral, concerning the Intellectual Property, and/or any business-related affairs, including but not limited to customer information, pricing, pricing policies, and partnership agreements with LabourNet of the Disclosing Party, provided to the Receiving Party for the Business Purpose;
  4. “Marks” means any trade or other marks or business or other name used in relation to the Association or Associates or its products, whether registered or not, at any time during the currency of this MOU;
  5. “Portal” means the online platform requiring secure login by an Associate that will be made available by the Association on the Association’s website;
  6. This memorandum of Understanding (hereinafter referred to as the “MOU”) executed effectively the Effective Date between the ASSOCIATION and the ASSOCIATE.

The purpose of this MOU is to highlight the envisaged responsibilities of each Party to this agreement and to agree on:

  1. Standard operating policies and procedures;
  2. A unified code of conduct and method of operation that will govern the relationship between all parties;
  3. And process required for the day-to-day dealings between Associates.

The Association is an association of experienced, like-minded, dedicated, and passionate payroll professionals, whose purpose is to:

  1. Provide end-to-end advice and support (from initial need identification through to implementation success and beyond) to:
  2. Business entities operating in the payroll industry be they providers of various types of payroll-related services to companies, or;
  3. To individual payroll practitioners, independent consultants, and trusted remuneration advisors operating in the payroll industry and who provide services to companies in their personal capacity.
  4. Where practical, maintain technology and product neutrality;
  5. Ensure customers make an informed business decision when selecting a Payroll and HR solution, albeit software or related services;
  6. Maintain a high standard of tax and legislative compliance in day-to-day Payroll and HR Management – at the employee and employer level;
  7. Provide tangible value to the customers’ organisation, through processes, procedures, technology, education, and ongoing advice and service;
  8. Ensure the selected technology works efficiently and cost-effectively for the customer through the implementation of its’ automated processes, processing accuracy, data collection and intelligence, and by producing predictive analytics using the data contained in the customers’ system;
  9. Provide customers with access to powerful insights into their businesses using data-driven analysis.

This MOU shall, subject to the provisions of the termination clause below, commence on the Effective Date and endure until terminated by either Party providing to the other 1 (one) months written notification of cancellation.

The Association, using its best efforts, will as far as is reasonably possible provide the following support to its Associates:

  1. Ongoing access to insights and up to date knowledge regarding emerging and evolving technologies that could influence the payroll / HR industry.
  2. Notification of changes and trends that could influence the payroll profession in terms of tax and legislative changes, and providing advice on the practical implementation of these changes;
  3. Providing customers of Association members with peace of mind that there is continuity regarding the provision of payroll services and providing the assurance that such customers have partnered with a payroll professional whose knowledge is current and relevant and that they are part of a larger group of payroll professionals who, through the Association, work with each other and where required, can support each others’ customers;
  4. Access to unique skills, knowledge, and services, provided with the same high level of professionalism and ethics. Established standard of next-level customer service, processes, and systems where the customer can expect the exact same service experience and professionalism from all Associates;
  5. Establishing common pricing principles and methods across the members;
  6. Access to a library of known issues and related resolutions;
  7. Access to a repository of regularly updated resources, such as guides, whitepapers and other materials which will ensure that all Associates provide consistency in their approach to problem resolution and in the advice they provide to customers. Example: A customer requires information on how to assist their employees in dealing with the claiming of “home office expenses”. By requesting this through their payroll provider who is an Associate, they can simply access the repository and download the relevant info;
  8. Access to a consistently up-to-date product knowledge base which allows for recording, monitoring and tracking of any bug fixes and/or new features. Associates can determine if for example a “tax calculation” issue has been reported by any other customer / Associate and to check if there is a known workaround, thus leveraging knowledge across the group of members. Associates can log an issue in a central repository which provides a platform for checking, reporting, tracking, and escalating issues;
  9. Providing access to a number of entities who can assist in any payroll-related issue/query where needed. Associates remain independent businesses but can subscribe to a standard “way of work” and reporting with access to a multitude of expert information, standard pricing policies, pricing mechanisms and subscribing to the same ethos;
  10. Provides Associates with access to priority support through an expert central contact point;
  11. As Associates are often so close to the coalface, busy working, and juggling multiple demanding customers it is difficult to stay on top of the latest payroll practices, changes in technology, legislation, and security. The Association removes the pressure of having to stay on top of all of these changes, which ultimately will positively impact the business and the customers of Associate;
  12. Being part of a larger group gives Associates a louder voice, thus increasing the chance of being “heard” when requesting bug fixes, enhancements, etc and therefore offers customers more peace of mind that the Associate is being noticed by the technology supplier;
  13. Opportunity for business growth, exposure, and marketing through joint efforts and initiatives of the Association.

The Associate using its best efforts and as far as is reasonably possible will:

  1. Promote the best interests of the Association at all times and adhere to the agreed conduct as set out in this MOU;
  2. Where required promote the products and services offered by the Association and other Associates;
  3. Participate in promotional, marketing, Associate training, and sales programs implemented by the Association;
  4. Not, nor will the Associate permit any third party to, copy or reverse engineer any product or material compiled by the Association except strictly in accordance with the express provisions of this MOU and with the prior written approval of the Association. The Associate will promptly report to the Association, in writing, any instance of unauthorized copying of any product or material of which the Associate becomes aware or suspects to have occurred;
  5. Notify the Association promptly of any technical issues, product defects, or other unresolved technical problems concerning the Association and the Associate’s customers;
  6. Provide the Association written notification of any material change in the Associates business. By way of reference, but not as a limitation, such material changes include changes in senior management and changes in ownership;
  7. Comply with the guidelines for working with strategic accounts as requested by the Association as such guidelines are promulgated by the Association from time to time;
  8. Agree to provide the Association’s relevant data covering customer and prospect information of the Associate such as lead management, contact management, and technical support data;
  9. Provide assistance to other Associates and the staff of the Association as reasonably determined and requested by the Association;
  10. Perform each of the duties described in this MOU in a commercially reasonable manner that preserves and protects the Association’s and other Associate’s business reputation;
  11. Conduct its business in accordance with all applicable laws and regulations including, without limitation, the laws of the country of Associate’s place of business;
  12. Represent that it is familiar with the Foreign Corrupt Practices Act (the “FCPA”) and covenants that it has not, and hereafter will not, violate any provision of the FCPA;
  13. Agree that should the Associate possess of or establish and maintain a website, the Associate will be required to feature its affiliation with the Association. For convenience purposes, the Association will provide guidelines into the requirements and examples of best practice;
  14. Fully indemnify the Association against any claims, causes of action, or damages arising from or caused by the use by the Associate’s use of the Association’s brand;
  15. Commit to the training of customers at a level acceptable to the Association and as designated by the Association from time to time;
  16. Agree to not knowingly contact an existing customer of another Associate or interfere with a prospect that another Associate is engaging with, without prior written consent;
  17. Agree to immediately inform an Associate and the Association should an existing customer make contact with the Associate to voice concerns or issues in their dealings with another Associate.

All parties to this MOU agree to:

  1. Promote the interest of the Association and to encourage their co-operation in the sharing of information and ideas between them;
  2. Ensure that the Association and supported products and material develops, in accordance with current trends in the payroll/HR industry;
  3. Provide a forum for the Association, its customers, its Associates and their customers and the broader payroll/HR industry to keep abreast of current and future industry, technology, and product/solution developments;
  4. Act as a common voice in dealings with LabourNet, Government, and other related official bodies, if and when necessary.
  5. Provide customers with business continuity through the creation of a larger entity;
  6. Provide customers access to a wider spectrum of knowledge, spanning multiple trusted experts and advisors;
  7. Provide customers training and education in a more “value-adding” manner. Instead of standard training that teaches how to simply push a button, access to resources that add value through teaching how to use the product better, valuable shortcuts and tips & tricks, and ways of working more efficiently. “Non-role threatening” efficiencies to improve, ways to save their employer’s money and reduce the cost of employment;
  8. Aims to make the Payroll Department more visible in businesses, to elevate the Payroll Practitioner role and how management and the board see their contribution and level of importance through “professionalising” their role;
  9. Provide a more meaningful and “shotgun” approach to support and queries from customers.
  10. Provide customers with access to knowledge and information – changes and trends in technology, access to up-to-date, meaningful information on upcoming industry, and legislative changes. The Association aims to make the Payroll Practitioner even more indispensable and to boost their value;
  11. Provide customers access to seminars and continued education ensuring they remain ever-relevant, provided such events are not in competition with either party’s existing offerings;
  12. Provide access to knowledge and insights regarding other issues and problems that Payroll Practitioners are dealing with, and to offer possible workarounds to assist in finding timeous, practical and effective solutions during high-stress periods.
  1. The Parties shall hold in confidence all Confidential Information received from each other and not divulge the Confidential Information to any person, including any of its employees, save for employees directly involved with the execution of this MOU who shall be obligated to exercise at least the same degree of care to safeguard the confidentiality of Confidential Information;
  2. The Confidential Information shall not be copied or duplicated in any manner whatsoever or disclosed to any other person whomsoever whether in whole or in part without the prior written consent of the disclosing party;
  3. Upon termination of this MOU, for whatever reason, the recipient of Confidential Information shall return same or at the discretion of the original owner thereof, destroy such Confidential Information, and shall not retain copies, samples or excerpts thereof;
  4. The obligations of both Parties in terms of this clause 7 shall survive the termination of this MOU. This clause remains intact, applicable and enforceable even after termination.
  1. The Parties may from time to time create joint marketing and sales campaigns and presentations relating to the Association or other Associates (“the Campaigns”).
  2. In relation to the Campaigns:
    • the Parties shall jointly sign-off as to the content, visual layouts, and correct use of brand marks of all the Campaigns; and
    • the cost allocation between the Parties of all the Campaigns must be agreed and signed-off by both Party’s prior to embarking on any Campaign.
  3. All right, title, interest, ownership, and benefit in and to the Marks and the Association’s Intellectual Property shall at all times vest exclusively in the Association and the Associate acknowledges that it has no vested, proprietary or other right in and to the Marks and the Association’s Intellectual Property and the same applies to the Association in relation to the Associate’s Marks and Intellectual Property. For the avoidance of doubt, the Associate may not in any manner utilise or publish the Marks or any other trademarks or trade names or product names of the Association or any other Associate or any word, symbol, or design confusingly similar thereto or use any of the Association’s or another Associate’s Intellectual Property save with the written consent of the Association or the affected Associate and then strictly in accordance with the Association’s or affected Associate’s instructions in that regard.
  1. Before the distribution or use of any guide or documentation, Associates must ensure that it is the latest version, by downloading the latest version from the Portal or verifying the version number against the latest version on the Portal;
  2. The Association will endeavour to ensure the validity of information contained in all material in line with the latest legislation and product releases. It is however the joint responsibility of the Associate and the Association to ensure that all information contained in the guides and material is up to date;
  3. Guides and documentation may not be shared outside of the Association except between Associates, the Association, and each entity’s respective customers provided it is content available freely on the Portal. “Paid for” content may only be shared with the entity that purchased it or that it was purchased for;
  4. No documentation may be sold except those items that are monetised by the Association;
  5. Purchased documentation and material may not be reproduced or shared;
  6. Co-branding of guides and material is allowed at the request of the Associate and the approval of the Association;
  7. Co-branding artwork containing the Association’s logo must be approved by the Association and any documentation owned by the Association must contain the Association’s logo under all co-branding instances;
  8. The use of another Associate’s logo on any guides and documentation is strictly prohibited and will only be allowed if the other Associate’s approval was provided in writing and all artwork has to be signed off by the other Associate in writing;
  9. Associates are encouraged to collaborate through making content available to other Associates
  10. Guides and material are stored in a central repository for the purpose of avoiding duplication of effort;
  11. The Associates are encouraged to collaborate through making content available to other Associates;
  12. Associates should first consult the library of content available on the Portal before starting to create new content;
  13. Associates can use the portal to make training available to other Associates and their customers which they can charge for;
  14. The Association through the Portal will facilitate the process of taking payment and fees. Such fees as agreed in writing are payable to the Association for purchases concluded via the Portal.
  15. Any material an Associate wishes to make available, whether free or “paid for” will be uploaded using the Portal and will enter a workflow for approval by the Association, prior to it being published;
  16. Where material attracts a fee, the Association has the right to decline the cost of the material to eliminate extortion and will as such not publish the content;
  17. All material published on the Portal should contain the Association’s brand mark in order for it to be published;
  18. The Association reserves the right to reject publishing any material on the Portal.
  1. The Association will from time to time promote its own products and services. It may require an Associate to participate in such advertising efforts and promote the products and services of its Associates;
  2. Associates must promptly support the Association with content for such advertising as to not delay the Campaign;
  3. The Association will always ensure that any material or adverts containing an Associate’s logo or content are signed off by the Associate, however, the Associate is required to respond and give such approval promptly at the request of the Association;
  4. An Associate may not promote the services or products of the Association or another Associate, unless those made available for resale, including the release of any content or brand marks without the approval of the Association and the affected Associate who will endeavour to provide feedback promptly;
  5. An Associate will have no claim towards advertising fees and costs of any nature from the Association or another Associate unless such costs have been approved and agreed in writing prior to committing any fees and costs. In the case of the Association, an approved Purchase Order is required for any such costs.
  1. All processes for as long as the functionality provides for it will be administered through the Portal that the Association will make available to its Associates;
  2. This will provide Associates the means to login allowing for recorded interaction with the Association and other Associates;
  3. The Portal will allow for administering the following:
    • Logging of support queries;
    • Requesting advice on legislative queries;
    • Reporting technical issues;
    • Escalating specific matters;
    • Checking on the status of any query submitted;
    • Logging disputes;
    • Requesting co-branding of material and access to brand marks and marketing collateral;
    • Sales lead distribution and contact management;
    • Access to documentation and guides and version control of such documents;
    • Access to pricing structures and access to information on how to go about quoting and pricing;
    • Interaction with other Associates where a quote for work, request for pricing, and collaboration is required as an example;
    • A standard and central point and format of reporting and tracking the status of incidents and issues;
    • Purchase Order requests to the Association;
    • Submitting invoices to the Association for payment;
  4. The above list of functionalities isn’t exhaustive and will continue to grow over time as the need for additional processes is required and introduced;
  5. Associates are encouraged to use the Portal and to use it for its intended purpose. Emails, text messages, and other forms of issue reporting, query logging, and incident follow up must be avoided to ensure all issues and incidents are reported and managed in a central place.
  1. The Invoicing between LabourNet and the Associates will be migrated to the Association in due course and where applicable;
  2. The Association, in turn, will invoice the Associates for LabourNet/PSIber product usage over month-end with the aim of providing additional rebates and more favourable pricing;
  3. Invoices are payable to the Association strictly within 7 days from the date of issue;
  4. Invoices issued to the Association will not be paid without a Purchase Order as issued by the Association.
  1. All parties shall first use reasonable endeavours to amicably settle disputes arising out of or in connection with this MOU and in their dealings as part of the Association;
  2. The Association and its Associates will form a panel to support dispute handling should the parties be unable to resolve a dispute, per the point above;
  3. Where a dispute cannot be resolved, the parties shall enter into structured negotiation with the assistance of a mediator acceptable to the Association and the aggrieved party;
  4. A dispute must be logged using the Portal, providing detailed information and evidence of wrongdoing;
  5. Once a dispute is logged a meeting between the aggrieved parties and a mediator is set up to uncover facts and discuss potential remedial action;
  6. Should the parties be unable to resolve the dispute during this forum a formal hearing will be set up;
  7. During the hearing, controlled and run by a neutral chairperson as appointed by the Association, the parties will each state their case and the mediator referred to above will present findings. The chairperson will deliberate and prescribe remedial action;
  8. If either party is not satisfied with the outcome of the hearing, the party can apply for an appeal hearing using the Portal.
  1. The Associates and the Association may not knowingly contact an existing customer of another Associate or interfere with a prospect that another Associate is engaging with;
  2. For the avoidance of any doubt, the Portal will provide for a “search” feature allowing an Associate to search a database of existing customers and prospects using a company name, contact person name, contact number, or email address. The details will not be obtainable in list format but will simply be a search to establish if any other Associate or the Association itself has dealings with the customer or prospect;
  3. Should a search for a customer or prospect return a record it will be indicated who has dealings with the customer or prospect. The person dealing with the customer or prospect should be informed immediately via the Portal and all communication with the said customer or prospect is to be ceased with immediate effect;
  4. All parties have to immediately inform an Associate and the Association should an existing customer make contact with them, to voice concerns or issues in their dealings with another Associate;
  5. An Associate may not continue to engage or interfere in the relationship with a customer that is owned by another Associate. The Associate who owns the customer after being informed of the situation should immediately reach out to the aggrieved customer and attempt to resolve any and all issues;
  6. Should the Associate be unable to diffuse the situation, the Associate can involve the Association for support and should advise how they would like to continue the relationship with the customer;
  7. A list of customers will be made available that other Associates have ceased doing business with together with the reasons why the business relationship was ceased. This is aimed at customers where the relationship has ceased for ethical reasons and due to the customer having questionable dealings or dealings where the staff of another Associate was abused or where the customer has requested the Associate to commit acts that are in contravention of legislation or the Law. This is to assist other Associates in taking on a customer with caution or to be aware of said dealings that could pose a problem in the future.
  1. An Associate is allowed to sell a product or service made available by the Association for resale to its existing customers or new customers;
  2. A commission as agreed in writing and in accordance with the price list as amended from time to time will be paid for all sales concluded as a result of their interaction with the Associate.
  3. The commission is only payable should a valid opportunity be captured and progressed using the Portal and only in the event where the sale of the product or service was successful, i.e. payment and all required documentation was received in good order;
  4. All payments must be made to the Association directly for products or services owned by the Association;
  5. The Associate will invoice the Association for the commission payable at month-end.
  6. Pricing policies will be reviewed annually and will be adjusted in accordance with CPI, Associate’s needs, market sensitivity and competitor pricing;
  7. Before any sales engagement with a prospect, it is imperative to consult the “search” feature of the Portal to ensure no other parties are currently in discussion with the prospect or that the prospect isn’t already an existing customer of another Associate or the Association. It is acknowledged that said dealings may be confidential and as such may from time to time not be logged on the Portal until such time as the sale is concluded;
    • It is however understood that there is a possibility that unknowingly another Associate may be contacted by the prospect to obtain pricing and that the Associate in this instance may start dealings with the prospect;
  8. A list of products and services with associated costs, fees, and marketing collateral will be made available on the Portal to avoid any confusion and to support the Associates through a smooth and transparent sales engagement;
  9. An Associate can make any of its products and services available for resale by another Associate. The sales or contact logging process indicated above should be followed and costs, fees, and associated marketing collateral should be made available in the Portal;
    • Initially, if an Associate wishes to make a product or service available for resale by another party, the costs, fees, and marketing collateral must be submitted using the Portal which then enters a workflow process for approval by the Association. The product or service will not be listed until it has been approved by the Association who has the right to reject listing the product or service.
  10. The Association can levy a listing fee for listing the product or service on the Portal;
  11. The Associate who initiates the sale is entitled to a commission as agreed in writing and is payable by the Associate owning the product or service;
  12. When wishing to list a product or service for sale, should the pricing guide regularly available not be applicable for any reason, the commission payable for the resale of the product or service is made clear before listing on the Portal for the avoidance of all doubt and future disputes;
  13. The Associate owning the product or service will directly invoice and continue to bill the customer, whereas the Association will invoice the product or service owning Associate for the listing fee payable and the fee payable to the other Associate who initiated the sale and will in turn pay over the monies to the Associate who initiated the sale.
  1. All Associates will make its pricing known to the Association and will inform the Association immediately of any changes in pricing;
  2. The Association with support from its Associates will draft a pricing schedule with all the variables that attract additional fees or changes in fees;
  3. The pricing schedule will give acceptable margins for discounting, the circumstances in which those apply, and all Associates should abide by the margins as set out in the pricing schedule;
  4. It has already been determined in the Customer Engagement section of this MOU that an Associate will not engage in conversation with a prospect or customer that already has dealings with another Associate, however, the desired outcome of the pricing schedule is to provide acceptable parameters for discounting and pricing to promote a consistent and fair fee structure across all Associates. This is to avoid under-cutting, under-charging as well as over-charging.

The Association will always endevour to be a member of the Payroll Authors Group of South Africa.

  1. All Associates are required to be paid up members and to participate in and subscribe to the User Group Constitution that will be made available separately to this MOU;
  2. Associates will be required to assist in recruiting additional members in their own customer bases to ensure a fair and equal representation of members to the User Group Constitution;
  3. All Associates will conduct themselves in a respectful manner at any User Group Constitution meetings and sessions;
  4. The purpose of the User Group Constitution is to:
    • share experiences and ideas between users of a product;
    • get users to understand the technical direction the software product is heading in. Staying on top of the latest technology and to provide a forum of users giving feedback to their product/software solution provider;
    • provide honest and constructive feedback during sessions where they believe there are areas of improvement;
    • allow the software solution provider to update on technical challenges and their statuses/workarounds;
    • provide the means for the software solutions provider to communicate a development roadmap and a look into the future of the product and in some instances the industry;
    • provide users an opportunity for feedback on where they require development and their view of where the product and industry is headed;
    • collectively consider future development priorities, balancing most asked for features with what is required to stay competitive in the marketplace.

All Associates are required to be present or to send a representative to attend Association meetings as follows:

Monthly Meetings:

Monthly meetings will be held on the morning of the 2nd Wednesday of every month. The purpose of this meeting is to discuss:

  • Minutes and actions from the previous meeting;
  • Critical technical issues and their status;
  • New general issues and concerns affecting the Association or customers;
  • Upcoming changes in legislation, upcoming events, and new technology.

Admission is restricted to Associates only. A minimum of 5 individual Associate Organisations is required for the meeting to continue.

Meetings will take place using online means via Microsoft Teams and in person from time to time.

The MOU may be amended or revised if both parties agree.  Such amendments or revisions shall be effective from the Effective Date.  Amendments may be decided at any time and shall be made in writing upon mutual consent of the parties.

The MOU may be terminated with immediate effect by mutual agreement between the parties or by either party giving the other not less than one (1) months notice in writing.

The Parties elect the following addresses as their respective domicilium citandi et executandi:

 

The Association at:

Physical address:

15 7th Avenue

Edenvale

South Africa

Email: rob@nowhr.co.za marked for the attention of The Managing Director.

 

The Associate at:

The address as specified under the My Account section of the Associate Dashboard.

 

Any notice addressed to a Party sent by email, shall deemed to be served on the date and time such email is sent. No e-mail message shall be deemed to have been received by any party until a response has been issued thereto. An automated response, from any party shall not satisfy this requirement. Either of the Parties may change its domicilium citandi et executandi to another address within the same country, by way of a notice to the other party to this MOU, provided that such a notice is received by the addressee, at least Seven (7) calendar days prior to such a change taking effect.

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