Terms of Service

1. Our agreement

TimePay is a product of Dinagsky Ltd, a company incorporated in the Republic of Mauritius (business registration number C26236973), trading as Upspace, whose registered office is at 148 Pamplemousses Rd, Port Louis. These Terms of Service (the "Terms") form a binding agreement between Dinagsky Ltd, trading as Upspace, which owns and operates TimePay ("TimePay", "we", "us"), and the business that creates an account or otherwise uses the TimePay platform at timepay.pro, its mobile and desktop applications and any related tools (together, the "Service"). The business is referred to as the "Customer" or "you".

By ticking an acceptance box, signing up for a free trial or a plan, paying an invoice, or simply using the Service, the person doing so confirms that they have authority to bind the Customer and that the Customer accepts these Terms. If you do not accept them, do not use the Service.

The following documents are part of the agreement and should be read with these Terms: our Privacy Policy, our Data Protection notice and processing terms, the plan description and price shown to you at sign-up or on your invoice, and any written order or quotation we issue to you. If they conflict, the order or quotation prevails, then the Data Protection notice for matters of personal data, then these Terms.

2. Words used in these Terms

• "Authorised User" means any person you allow to sign in to your account, such as an owner, accountant, HR officer or supervisor, and any employee who uses the employee portal or the clock-in tools.
• "Customer Data" means all information that you or your Authorised Users enter into, upload to or generate through the Service, including employee records, attendance events, leave requests, salary details, payslips and reports.
• "Employee Data" means the part of Customer Data that identifies or relates to your employees or other individuals.
• "Plan" means the package of features, limits and price you have chosen, including the free plan and any free trial.
• "Statutory Rules" means the rates, thresholds and formulas set by Mauritian law that the Service uses in calculations, such as PAYE, CSG, NSF, the training levy and PRGF.
• "Device" means any attendance hardware or phone application used to record clock-in and clock-out events, including NFC cards, the TimePay Scanner app and Hikvision terminals.

3. Who may use the Service

The Service is intended for businesses and other organisations that employ staff in Mauritius. It is not offered to consumers for personal use. You declare that you are acting in the course of business, that you are a legal entity or a registered business, and that the person creating the account is a director, partner, owner or another person duly authorised to act for you.

You must give us accurate and complete registration details, including your legal name, business registration number and a working e-mail address, and keep them up to date. We may ask for evidence of identity or authority before activating an account or approving a change of owner.

You are responsible for everything done through your account. Keep sign-in credentials confidential, give each Authorised User their own login, remove access promptly when someone leaves, and tell us without delay if you suspect that a credential has been lost or misused.

4. What the Service does, and what it does not

TimePay is a configurable software service. It helps you record attendance, manage leave and public holidays, calculate pay, produce payslips and prepare the files that Mauritian authorities ask employers to submit. It does so on the basis of the information and settings that you provide.

The Service is a tool that supports your own decisions. It is not a payroll bureau, an accounting or legal firm, or a substitute for professional advice. You remain the employer, and you stay responsible for paying your staff correctly and on time, for complying with the Workers' Rights Act 2019 and other employment legislation, and for filing and paying what is due to the Mauritius Revenue Authority and other bodies.

We maintain the Statutory Rules in the Service and try to update them promptly when the law changes. Because rules can change at short notice, you must review calculations, payslips and generated files before you approve them or submit them to any authority. An approved payslip is locked by design, so check it first.

Our commitment is to take reasonable care and use professional skill in providing the Service. It is an obligation to use proper means, not a promise of any particular result, and we do not guarantee that the Service will be free of errors or interruption.

5. Plans, free plan and free trial

Each Plan has its own features, user limits, employee limits and price, as shown on timepay.pro or in your order. We may offer a free plan or a free trial. A free plan or trial may be limited in features or duration, may be changed or withdrawn on reasonable notice, and carries the same obligations on your side as a paid Plan.

When a free trial ends you may choose a paid Plan. If you do not, we may move your account to the free plan where one exists, restrict it, or close it after notice. We will not charge you for a paid Plan unless you have chosen one and accepted the price.

You can ask to upgrade, downgrade or add optional extras at any time from your account or by contacting us. Changes take effect once payment is confirmed or we approve the request, and any price difference is applied from that date unless we agree otherwise in writing.

6. Fees, invoices and payment

Fees are stated in Mauritian rupees (MUR) unless an invoice says otherwise. Unless stated as inclusive, prices exclude value added tax and other taxes, which we add where the law requires.

Subscriptions are billed in advance for the period shown in your order (monthly or yearly). One-off charges, such as set-up or attendance hardware, are invoiced when ordered. Where we offer a one-time licence with an annual hosting fee, the hosting fee falls due on each anniversary.

You can pay by card or PayPal through the checkout, or by bank transfer against an invoice. Payment is treated as received only when the funds are confirmed to us. You are responsible for any bank or processor charges that you incur, and for giving the correct payment reference.

Fees are non-refundable once a billing period has started, except where these Terms or the law say otherwise, or where we agree a refund in writing. If you believe an invoice is wrong, tell us in writing within fifteen (15) days of its date, giving your reasons, and pay the undisputed part on time.

We may change our prices for future billing periods. We will give you at least thirty (30) days' notice of an increase before it applies to your next renewal, and you may cancel before then without penalty.

7. Late payment and suspension

If an invoice is not paid by its due date we may send a reminder. If it remains unpaid seven (7) days after that reminder, we may suspend access to the account, in whole or in part, until the overdue amount is settled. While an account is suspended, employees may be unable to clock in through the Service, so you should make other arrangements for recording attendance.

Suspension does not cancel your obligation to pay. We will keep your Customer Data for at least thirty (30) days after a suspension begins so that you can settle the balance and resume. If the balance is still unpaid after that, we may terminate the agreement under section 19, and the data will then be handled as set out there.

We may also charge reasonable costs of recovery that we incur, and interest on overdue sums at the legal rate, to the extent the law allows.

8. Your responsibilities

You are responsible for the accuracy, completeness and lawfulness of Customer Data and of the settings that drive calculations, including salaries, allowances, shifts, leave entitlements, pay period, opening balances and any rate you override. The Service calculates what you tell it to calculate.

As the employer you decide why and how employee personal data is used. You must have a lawful basis for entering it, give your staff the information the law requires, respond to their requests, and make sure that anyone you invite is authorised to see what their role allows. Section 12 and our Data Protection notice explain how the roles are shared.

You must tell your employees when attendance is recorded, including by phone location, NFC card, PIN or biometric terminal, and obtain any consent or give any notice that the law or your own policies require for that method.

You must keep your own records as the law demands. We provide export tools, but you should not rely on the Service as your only archive. Download payslips, reports and statutory files regularly.

9. Acceptable use and security

You and your Authorised Users must not:

• use the Service for any unlawful, fraudulent or misleading purpose, or to process data you have no right to process;
• try to gain unauthorised access to the Service, to another customer's data or to our systems, or probe, scan or test their vulnerability without our written consent;
• interfere with or overload the Service, including by automated scripts, bots or scraping that we have not approved;
• upload malware or any content that infringes the rights of others;
• copy, resell, sublicense, reverse engineer or build a competing product from the Service, except where the law gives that right and cannot be excluded;
• share credentials, or use the Service in a way that bypasses plan limits.

We may suspend or restrict access immediately, and without prior notice, where we reasonably believe that the Service, other customers or individuals are at risk, or that these rules have been broken. We will restore access once the cause is resolved. Misuse of computer systems may also be an offence under the Cybersecurity and Cybercrime Act 2021 and other legislation.

10. Attendance devices, mobile apps and biometrics

The Service works with several clock-in methods: NFC cards or tags read by the TimePay Scanner app on an Android device, a personal PIN, clock-in from an employee's own phone (which may capture the location of the clock-in), manual entry, and compatible Hikvision terminals connected through the Hik-Connect cloud service.

Hardware that we sell is covered by the manufacturer's warranty and by the specific terms on your order. Hardware, phones and networks that you provide remain your responsibility, including power, connectivity, installation and compatibility. Clock-in will not be recorded if a device is offline, unless that device stores events and sends them later.

Fingerprints and face templates captured by a Hikvision terminal are held by the terminal under your control. The Service is not designed to store those templates; it receives the resulting clock event. You are responsible for lawful use of biometric features, for informing your employees, and for deleting templates from devices when staff leave.

Use of Hik-Connect and of the devices' software is also subject to Hikvision's own terms. We are not responsible for their availability or changes.

11. Third-party services

Parts of the Service rely on providers that we do not control, such as payment processors (including PayPal), e-mail delivery, cloud hosting, push-notification networks, the Hik-Connect cloud and banks. Their terms apply to your use of them, and we are not liable for their acts or failures, except where the law makes us responsible for the providers we choose to carry out our own obligations.

The Service may produce files in the formats that the Mauritius Revenue Authority or other bodies publish. Those formats and portals are controlled by the authorities, who may change them without notice. We will work to follow changes but cannot guarantee that a file will be accepted by a portal at any given time.

12. Personal data

Each of us has duties under the Data Protection Act 2017. For Employee Data that you enter or generate through the Service, you are the controller and TimePay is your processor, acting on your documented instructions as described in our Data Protection notice. For information about your account, billing, website visits and chat messages, TimePay is the controller, as described in our Privacy Policy.

By accepting these Terms you instruct us to process Employee Data to provide the Service, and you confirm that the Data Protection notice and its processing terms apply between us. You must not ask us to process Employee Data in a way that breaks the law.

13. Intellectual property and licence

The Service, including its software, design, text, graphics, calculation logic, documentation and brand, belongs to Dinagsky Ltd or its licensors and is protected by copyright and other rights. These Terms do not transfer any of it to you.

For as long as the agreement lasts, and subject to payment of the fees, we grant you a limited, non-exclusive, non-transferable and revocable right to access and use the Service for your internal business purposes, within the limits of your Plan.

You keep all rights in Customer Data. You grant us a limited right to host, copy, process and display it for the sole purposes of providing, securing and supporting the Service, and as the law requires. We may use anonymised and aggregated statistics that do not identify you or any individual to maintain and improve the Service.

If you send us ideas or suggestions about the Service, we may use them freely without obligation to you.

14. Confidentiality

Each of us must keep confidential any non-public information received from the other that is marked confidential or is obviously confidential by nature, use it only for the purposes of the agreement, and disclose it only to those who need to know it and are bound by equivalent duties. Customer Data is always confidential information of the Customer.

This does not apply to information that becomes public through no fault of the recipient, was lawfully known to it already, is independently developed, or must be disclosed by law or by a court or authority, in which case the recipient will, where permitted, tell the other party first.

15. Availability, support and changes to the Service

We aim to keep the Service available at all times and to schedule maintenance outside normal business hours where we can, but we do not promise uninterrupted access. Planned maintenance, emergency fixes, events outside our control and failures of third-party networks can cause interruptions.

Support is provided by chat, e-mail and the contact channels shown on timepay.pro during our published business hours, which are Monday to Friday, 09.00 to 16.30 Mauritius time, except Saturdays, Sundays and public holidays. We will respond within a reasonable time and give priority to problems that stop you from running payroll.

We may improve, add to or change features. If we remove a material feature that you have paid for, we will give you reasonable notice and, where it significantly harms you, a proportionate refund of the unused prepaid fee.

We take regular backups of the platform for disaster recovery. Backups are not a substitute for your own exports.

16. Warranties and disclaimer

Each of us confirms that it has the power to enter into this agreement. We warrant that we will provide the Service with reasonable care and skill.

Except as stated in these Terms, and to the fullest extent that Mauritian law permits, the Service is provided "as is" and "as available". We do not give any other warranty, whether express or implied, including as to fitness for a particular purpose, uninterrupted operation, or that the Service will meet all your requirements or that every file will be accepted by an authority.

17. Limits on liability

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under Mauritian law, including liability for fraud or deliberate wrongdoing (dol), gross negligence (faute lourde), or death or personal injury caused by negligence.

Subject to that, TimePay will not be liable for any indirect or consequential loss, or for loss of profit, revenue, goodwill, savings or anticipated business, or for penalties, surcharges, interest or fines imposed on you by an authority because of incorrect or late submissions that result from information, settings or approvals supplied by you or from your failure to review outputs.

Subject again to the first paragraph, our total liability to you for all claims arising out of or in connection with the agreement in any period of twelve (12) months is limited to the fees you paid to us for the Service in that period or, if more, the sum of Rs 25,000.

These limits reflect the price of the Service and the allocation of risk between us, and they apply whatever the legal basis of the claim, including contract, tort and quasi-delict. A claim must be notified to us in writing within twelve (12) months after you became aware of the facts.

18. Indemnity

You will defend and compensate TimePay against claims, losses and reasonable costs brought by a third party, including an employee or an authority, that arise from your breach of these Terms, your unlawful use of Customer Data, an instruction you gave us that breaches the law, or an infringement caused by content you upload. We will tell you promptly of any such claim, let you conduct the defence with our reasonable cooperation, and not settle it without your consent, which must not be unreasonably withheld.

19. Term, cancellation and what happens to your data

The agreement starts when you accept these Terms and continues for the period of your Plan. Paid subscriptions renew automatically for periods of the same length unless either of us gives notice of non-renewal at least seven (7) days before the end of the current period. You can cancel from your account or by writing to us.

Either of us may terminate the agreement by written notice if the other commits a material breach and fails to remedy it within fourteen (14) days of being asked to, or becomes insolvent or ceases to carry on business. We may terminate immediately for serious misuse under section 9, or for non-payment as set out in section 7.

After termination you will have thirty (30) days in which you may sign in, export your Customer Data and download payslips and statutory files. During this period the account is read-only unless we agree otherwise. After that period we will delete or irreversibly anonymise Customer Data from our live systems, and from backups as they expire in the normal cycle, unless the law requires us to keep it.

Sections that by their nature should survive termination, including those on fees owed, intellectual property, confidentiality, liability, indemnity, governing law and disputes, remain in force.

20. Changes to these Terms

We may update these Terms to reflect changes in law, the Service or our practices. We will tell you of material changes by e-mail or by a notice in the Service at least thirty (30) days before they take effect. If you do not accept a change you may cancel before it takes effect; continuing to use the Service afterwards means that you accept it. A change required by law may apply immediately.

21. Notices and electronic communication

We may send notices to the e-mail address of your account owner, post them in the Service, or send them to the address in your order. You must keep your contact details current. A notice by e-mail is treated as received on the next business day after sending unless we receive an error message.

Notices to us must be sent to the e-mail address or postal address shown at the foot of this page. The parties agree that agreements, notices and records in electronic form are valid and enforceable, in line with the Electronic Transactions Act 2000, and that logs kept by us are admissible as evidence of use of the Service, subject to proof to the contrary.

22. Events beyond our control

Neither of us is liable for a delay or failure to perform, other than a payment obligation, that is caused by an event outside its reasonable control and that it could not reasonably have prevented, such as natural disaster, cyclone, epidemic, war, riot, government action, power or telecommunications failure, or a failure of a major internet or cloud provider. The affected party must tell the other and use reasonable efforts to resume. If the event lasts longer than sixty (60) days, either of us may terminate the affected part of the agreement.

23. General provisions

• Entire agreement: the documents listed in section 1 are the whole agreement and replace earlier discussions about the Service.
• Severability: if a provision is found invalid or unenforceable, the rest continues, and the provision is replaced by a valid one that is as close as possible to its purpose.
• No waiver: a delay in enforcing a right is not a waiver of it.
• Assignment: you may not transfer the agreement without our written consent. We may transfer it to a successor to our business on notice to you.
• Subcontracting: we may use subcontractors, and we remain responsible for their performance of our obligations.
• Relationship: we are independent contractors. Nothing creates a partnership, agency or employment relationship.
• Third parties: no one other than the parties may enforce these Terms.
• Language: these Terms are written in English. A translation is for convenience, and the English text prevails.
• Publicity: we will not use your name or logo as a reference without your permission.

24. Governing law and disputes

The agreement and any dispute arising from it or from the Service are governed by the laws of the Republic of Mauritius.

If a dispute arises, each of us will first try in good faith to resolve it by discussion between senior representatives for thirty (30) days after written notice. Either of us may propose mediation by agreement. If the dispute is not resolved, the courts of Mauritius have exclusive jurisdiction, without preventing either of us from asking any competent court for urgent protective measures.

25. Contact us

These Terms are issued by Dinagsky Ltd (trading as Upspace), publisher of TimePay. Questions about them can be sent to info@myupspace.com, or by post to 148 Pamplemousses Rd, Port Louis, Mauritius. You will also find the chat box on timepay.pro, which our team answers during business hours.