TERMS AND CONDITIONS

MONTHLY PAYROLL SERVICE AGREEMENT

Service Provider: UAESA (Pty) Ltd

Registration Number: 2011/144689/07

Incorporation Date: 2011-12-09

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CLIENT DETAILS

Enterprise Registration Number: @{Enterprise Reg No.:18}

Enterprise Name: @{Enterprise Name:20}

Director: @{Director Name:24} @{Director Surname:25}

Payroll Period: @{Payroll Period:22}

Number of Employees: @{Number of Employees:23}

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1. PURPOSE

These Terms and Conditions ("Agreement") govern the Monthly Payroll Service provided by UAESA (Pty) Ltd ("UAESA") to the Client.

By requesting, purchasing, paying for, or authorising UAESA to provide the Monthly Payroll Service, the Client agrees to be legally bound by these Terms and Conditions.

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2. SERVICE

UAESA provides professional payroll administration services, which may include:

• Monthly payroll processing.
• Salary and wage calculations.
• PAYE calculations.
• UIF calculations.
• Skills Development Levy (SDL) calculations.
• Overtime calculations.
• Leave calculations.
• Bonus and commission calculations.
• Approved deductions and allowances.
• Electronic payslip generation.
• Payroll reports.
• Payroll summaries.
• Payroll record management.
• EMP201 preparation and submission where specifically agreed in writing.
• Payroll support and payroll-related advice within the agreed service scope.

Only services specifically agreed between UAESA and the Client form part of this Agreement.

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3. CLIENT DECLARATION

The Client confirms that:

• The Enterprise Registration Number @{Enterprise Reg No.:18} is correct.
• The Enterprise Name @{Enterprise Name:20} is correct.
• The Director @{Director Name:24} @{Director Surname:25} is authorised to appoint UAESA.
• All payroll information supplied is true, accurate, complete, and current.
• The Client is legally authorised to instruct UAESA to process payroll on behalf of the enterprise.

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4. CLIENT RESPONSIBILITIES

The Client remains solely responsible for providing complete and accurate payroll information, including but not limited to:

• Employee personal details.
• Employment start and termination dates.
• Salary and wage information.
• Employee tax reference numbers.
• Employee banking details.
• Working hours.
• Overtime.
• Leave records.
• Public holiday payments.
• Bonuses.
• Commissions.
• Allowances.
• Medical aid contributions.
• Retirement fund deductions.
• Garnishee orders.
• Court orders.
• Any other payroll-related information required to process payroll correctly.

The Client warrants that all information supplied is lawful and accurate.

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5. PAYROLL CUT-OFF

The Client shall provide all payroll information before the agreed monthly payroll cut-off date.

Late or incomplete information may result in:

• Delayed payroll processing.
• Delayed employee payments.
• Additional payroll administration charges.

UAESA shall not be liable for delays caused by information received after the payroll cut-off.

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6. PAYROLL REVIEW AND APPROVAL

UAESA may provide payroll reports or payroll summaries for review before payroll is finalised.

The Client is responsible for reviewing payroll calculations and approving payroll before salaries are processed or reports are submitted.

Once payroll has been approved, the Client accepts responsibility for the accuracy of the payroll information unless the error was directly caused by UAESA.

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7. STATUTORY DEDUCTIONS

Payroll calculations are based on the information supplied by the Client and applicable South African legislation.

Statutory deductions may include:

• PAYE
• UIF
• Skills Development Levy (SDL)

Unless otherwise agreed in writing, the Client remains responsible for ensuring all statutory payments and returns are submitted to the appropriate authorities.

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8. EMPLOYEE PAYMENTS

Unless specifically agreed in writing, UAESA does not transfer salaries into employee bank accounts.

The Client remains solely responsible for:

• Funding payroll.
• Paying employee salaries.
• Ensuring salaries are paid on time.

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9. CLIENT ERRORS

UAESA shall not be liable for errors resulting from:

• Incorrect employee information.
• Incorrect salaries.
• Incorrect employee tax numbers.
• Incorrect banking details.
• Incorrect overtime.
• Incorrect leave information.
• Incorrect deductions.
• Incorrect payroll instructions.
• Late payroll submissions.
• Missing payroll information supplied by the Client.

Any corrections required due to Client errors may attract additional administration fees.

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10. PAYMENT TERMS

• Monthly payroll service fees are payable in advance unless otherwise agreed.
• UAESA may suspend payroll services where invoices remain unpaid.
• Payroll reports, payroll summaries, or payslips may be withheld until outstanding amounts have been settled.
• Interest may be charged on overdue accounts where permitted by law.

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11. REFUND POLICY

Payroll service fees are non-refundable once payroll processing has commenced.

No refund shall be payable where:

• The Client changes payroll instructions after processing.
• Incorrect payroll information was supplied by the Client.
• Payroll has already been completed.
• The Client terminates the service after work has commenced.

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12. PROCESSING TIMES

Payroll processing depends on receiving complete payroll information before the agreed cut-off date.

UAESA shall not be responsible for delays caused by:

• Late Client submissions.
• Banking delays.
• Government system failures.
• Technical failures.
• Public holidays.
• Force majeure.
• Circumstances beyond UAESA's reasonable control.

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13. CONFIDENTIALITY

UAESA shall keep payroll records and employee information confidential and shall only disclose such information where:

• Required by law.
• Authorised by the Client.
• Required for payroll processing.

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14. PROTECTION OF PERSONAL INFORMATION (POPIA)

UAESA processes employee and payroll information in accordance with the Protection of Personal Information Act, 2013 (Act No. 4 of 2013).

The Client authorises UAESA to collect, process, store, and use payroll information solely for providing the Monthly Payroll Service.

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15. LIMITATION OF LIABILITY

To the maximum extent permitted by law, UAESA shall not be liable for:

• Payroll delays.
• Incorrect information supplied by the Client.
• Banking delays.
• Financial losses.
• Employee disputes arising from Client information.
• Penalties resulting from incorrect information supplied by the Client.
• Indirect, incidental, or consequential damages.

UAESA's maximum liability shall not exceed the amount paid by the Client for the affected Monthly Payroll Service.

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16. INDEMNITY

The Client agrees to indemnify and hold harmless UAESA, its directors, employees, contractors, consultants, and agents against any claim, loss, liability, penalty, damage, or expense arising from:

• Incorrect payroll information supplied by the Client.
• Incorrect employee records.
• Incorrect salary instructions.
• Failure to comply with employment legislation.
• Failure to comply with tax legislation.
• Failure to provide payroll information on time.

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17. GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.

Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of the competent courts of South Africa.

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18. ENTIRE AGREEMENT

These Terms and Conditions constitute the entire agreement between UAESA and the Client relating to the Monthly Payroll Service and supersede all previous verbal or written communications.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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19. CLIENT ACCEPTANCE

The Client confirms that:

• All payroll information supplied is true, complete, and accurate.
• The Client has reviewed all payroll information before submission.
• The Client authorises UAESA to process payroll using the information provided.
• The Client accepts full responsibility for the accuracy of all payroll information supplied.
• The Client understands that payroll calculations depend entirely on the information supplied by the Client.
• The Client agrees to indemnify UAESA against any claim or loss arising from incorrect payroll information supplied by the Client.

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20. ELECTRONIC ACCEPTANCE

This Agreement becomes legally binding immediately when the Client:

• Submits payroll information through UAESA's website, CRM, client portal, or online platform.
• Clicks "Accept", "Agree", "Submit", or any similar electronic confirmation.
• Makes payment for the Monthly Payroll Service.
• Sends payroll instructions by email, WhatsApp, SMS, or another electronic communication.
• Provides recorded verbal authorisation.
• Allows UAESA to commence payroll processing.

These actions constitute valid electronic acceptance and have the same legal force and effect as a handwritten signature in accordance with the Electronic Communications and Transactions Act, 2002 (Act No. 25 of 2002), and all applicable laws of the Republic of South Africa.

No physical or electronic signature is required for this Agreement to be valid, binding, and enforceable.

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CLIENT ACCEPTANCE

By proceeding with the Monthly Payroll Service, the Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.

Enterprise: @{Enterprise Name:20}

Director: @{Director Name:24} @{Director Surname:25}

Date of Acceptance:

Signature:

Print Name:

Capacity:

Electronic acceptance in accordance with clause 20 above is equally binding.

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UAESA (Pty) Ltd | Registration Number: 2011/144689/07 | Incorporation Date: 2011-12-09

Monthly Payroll Service Agreement | Version 1.0