MYSKA PAY
Client Services Agreement
Payroll, HR and recruitment software provided by Nova Tech Limited, Samoa
| Effective date | 13 August 2026 |
|---|---|
| Version | 2.0 — unified draft for legal review |
| Provider | Nova Tech Limited ("Nova Tech", "we", "us" or "our") |
Important: This Agreement is intended to form a binding contract. A person accepting it for a business confirms that they have authority to bind that business. The accepted Order Schedule, Privacy Notice and any signed service schedule also form part of this Agreement.
The commercial details below may be completed in a signed quotation, accepted online order or separate order form. If an accepted Order Schedule conflicts with this Agreement, it prevails only for the commercial item it expressly changes.
| Client legal name | ____________________________________________ |
|---|---|
| Authorised contact | ____________________________________________ |
| Plan and employee limit | ____________________________________________ |
| Subscription term | Monthly / Annual / Other: _______________________ |
| Fees | WST __________________ plus VAGST, if applicable |
| Payment due | As stated on the accepted order or invoice |
| Start date | ____________________________________________ |
| Special services | Configuration / Training / Data migration / Other |
This Agreement is between Nova Tech Ltd, Samoa (‘Nova Tech’, ‘we’, ‘us’ or ‘our’), as provider of MYSKA PAY, and the person or entity registering, subscribing or using MYSKA PAY (‘Client’, ‘you’ or ‘your’). The Client accepts this Agreement by signing it or an Order Schedule that refers to it, selecting ‘I agree’ during registration, paying an invoice that refers to it, or accessing or using the Services after being given notice of it. If the account is created for a company, partnership, public body, ministry, association, village enterprise, organisation or other employer, ‘Client’ means that entity. The person accepting confirms that they are at least 18 years old, have legal capacity, and are authorised to bind the Client. If that authority is absent, the person must not accept, create or use the account.
Account: the Client's MYSKA PAY environment, including its users, settings and Client Data.
Authorised User: an individual whom the Client permits to access the Services.
Client Data: information submitted to or generated through the Services for the Client, including employee, applicant, payroll, attendance and reporting information.
Fees: subscription and other charges in an accepted Order Schedule, published plan or invoice.
Order Schedule: an accepted quotation, proposal, signup selection, order form or service schedule identifying commercial details.
Platform: the hosted MYSKA PAY software, interfaces, documentation and updates made available by Nova Tech.
Services: access to the Platform and any hosting, support, configuration, training or related service Nova Tech agrees to supply.
Subscription Term: the period selected in the accepted Order Schedule and any renewal expressly agreed by the parties.
MYSKA PAY is hosted software that assists employers with payroll administration, employee records, HR workflows and recruitment. Subject to payment of applicable Fees and compliance with this Agreement, Nova Tech grants the Client a limited, non-exclusive, non-transferable and non-sublicensable right during the Subscription Term for Authorised Users to access and use the Platform for the Client’s internal business purposes. MYSKA PAY is a record-processing and calculation tool. It is not a bank, payment service, accounting firm, tax agent, employment agency, law firm or government filing portal. It does not replace the Client’s payroll approval, accounting controls, professional advice or statutory duties. Hardware, internet, electricity, bespoke development, data migration, historical cleanup, onsite work and training are excluded unless expressly included in an Order Schedule.
Subject to the selected plan, configuration, current release and account status, MYSKA PAY provides the following functions. A feature shown during a trial is not necessarily included in every paid plan.
| Area | What the system can assist with |
|---|---|
| Payroll | Create weekly, fortnightly or monthly payroll runs; calculate gross pay, configured allowances, deductions, PAYE, NPF and ACC; edit, review, reverse and report on payroll; produce and email or download payslips. |
| Time and attendance | Enter timesheets and import supported biometric attendance spreadsheets; apply configured ordinary-hours, overtime, Sunday, public-holiday, substitute-day and break rules. |
| Deductions and balances | Record and track loans, salary advances, IOUs, cash shortages, savings and custom deductions; apply configured deductions to payroll and maintain transaction or deduction histories. |
| Employee and HR records | Maintain employee profiles, employment status, salary history, leave requests and balances, pay reviews, documents, notifications, HR and finance reports, and audit records. |
| Employee self-service | Allow authorised employees to access available payslips, balances, requests, contracts, agreements and documents, where enabled for the Client’s plan and settings. |
| Recruitment | Publish vacancies, receive applications and uploaded applicant documents, track application status and actions, and support hiring workflows. |
| Contracts | Generate, approve, view and record electronic acceptance of employment contracts and pay agreements based on information and wording supplied or approved by the Client. |
| Reports and exports | Generate available payroll, deduction, statutory, P4/PAYE, NPF, ACC, HR and finance reports and supported spreadsheet or PDF exports. |
| Communications | Send system or payroll emails through configured email services, record notifications and provide support conversations. Delivery depends on valid addresses, email settings and third-party providers. |
| Administration | Manage authorised users, roles, company settings, subscription information, payment history, announcements and audit logs. |
The Client is the employer and remains solely responsible for its employees, applicants, payroll decisions and legal compliance. Without limiting that responsibility, the Client must:
The Client is responsible for choosing its account administrators and for all activity carried out through its accounts, except activity caused directly by Nova Tech’s proven breach of this Agreement. Administrators may access and change sensitive employee and applicant information. The Client must give each person an individual account, assign only the access required for their role, keep credentials confidential, use strong passwords, promptly disable leavers or unauthorised users, and notify Nova Tech without delay of suspected compromise. The Client must not share administrator credentials or allow an employee to use another person’s account.
As between the parties, the Client owns Client Data and controls why and how it is used for the Client’s employment, payroll and recruitment purposes. The Client grants Nova Tech a non-exclusive right to host, copy, transmit, process, back up and display Client Data only as reasonably needed to provide, secure, support, maintain and improve the Services; process subscription payments; investigate misuse; comply with law; and follow the Client’s lawful instructions.
Nova Tech will use reasonable technical and organisational measures appropriate to the nature of the Services, such as account controls, password hashing, session and request protections, validation of supported uploads, audit records and restricted administrative access. Nova Tech will not sell identifiable Client Data. No internet service or storage system is completely secure, and Nova Tech does not promise that unauthorised access, loss, malware or interruption can never occur. The Client must maintain its own suitable security controls and independent copies of essential records.
Server-side backups, where configured and successfully completed, are a recovery safety measure and not the Client’s archive. The current system is designed to retain automatic database backup files for approximately 14 days, but backup creation or restoration is not guaranteed. The Client should regularly export and securely retain the payroll and employment records it is legally required to keep. Nova Tech will notify the Client within a reasonable time after confirming a security incident affecting Client Data where notice is required by applicable law or reasonably necessary for the Client to protect affected persons.
The Client and its users must use MYSKA PAY only for lawful internal business purposes. They must not attempt to bypass access controls or subscription limits; access another client’s data; probe, penetration-test without written approval, or disrupt the Services; introduce malicious code; scrape or copy the Platform; reverse engineer it except where law cannot exclude that right; resell or operate a payroll bureau using it without Nova Tech’s written consent; use it for fraud, false payroll records, unlawful surveillance, discrimination or unauthorised deductions; upload infringing or unlawful material; send spam; or allow unauthorised third parties to use the Account. Nova Tech may investigate suspected misuse and take proportionate protective action.
A new eligible account currently receives a 30-day trial with the Platform’s available features unlocked and no payment card required. Nova Tech may refuse repeat or abusive trials. Trial access is provided without a service-level commitment and may end at expiry or earlier for misuse or security risk. After the trial, paid features require an active subscription. Features, employee limits, billing cycle, price and currency are those shown for the selected plan or accepted Order Schedule. Features available in a trial may be limited by the selected paid plan. Fees are payable in advance unless the accepted Order Schedule or invoice states otherwise. Invoices are payable by the stated due date, in cleared funds and without set-off except where law requires otherwise. Unless an Order Schedule expressly states that renewal is automatic, payment for one billing period does not authorise Nova Tech to charge or renew a later period automatically. Fees already paid are non-refundable once the billing period begins, except where Nova Tech agrees otherwise in writing, the Agreement expressly provides a remedy, or applicable law requires a refund. Prices are in Samoan Tala unless stated otherwise and VAGST will be added where applicable. Nova Tech may change renewal pricing by giving reasonable advance notice, allowing the Client not to renew before the new price takes effect.
Nova Tech may suspend or restrict access where the trial or subscription expires; payment is overdue after reasonable notice; the Client breaches this Agreement; use creates a security, legal or operational risk; a third-party service becomes unavailable; or suspension is reasonably necessary to protect the Services, data or other users. Where practical and safe, Nova Tech will give notice and a reasonable opportunity to remedy a curable breach. Either party may terminate for a material breach that remains unremedied after reasonable written notice, or if the other becomes insolvent or ceases business. The Client may stop using the Services and request cancellation at any time, but cancellation does not erase amounts already due, shorten a committed prepaid term or create a refund right. Monthly and annual cancellation rights are governed by the accepted Order Schedule.
On termination or expiry, paid features and access may stop immediately. Before access ends, the Client should download the records it needs. The Client may request a reasonable standard export while the account remains accessible. Nova Tech may retain Client Data for a limited period for recovery, legal, security, dispute and backup purposes, after which it may delete or de-identify the data in accordance with its operational retention practices. Data may remain temporarily in rotating backups. Nova Tech is not required to retain Client Data indefinitely or recreate data after deletion.
Nova Tech aims to keep MYSKA PAY available but does not promise uninterrupted, error-free or always-fast operation, and no uptime percentage applies unless stated in a separate signed service-level agreement. Access can be affected by maintenance, upgrades, internet connections, hosting, email, payment gateways, browsers, user devices, government systems, cyber incidents, submarine-cable or utility failures, and events outside Nova Tech’s reasonable control. Scheduled maintenance will normally be arranged outside core business hours where practical; emergency maintenance may occur at any time to protect security or data integrity. The Client must process payroll early enough to allow for review, bank cut-off times, support response and possible interruption. Nova Tech may modify, replace or discontinue features to improve security, comply with law, fix defects or develop the Services. If a change materially removes a core paid function during a prepaid period, Nova Tech will use reasonable efforts to give advance notice or provide a reasonable alternative, service credit or pro-rata remedy as it considers appropriate, subject to applicable law.
Support is provided through the support channels and service hours Nova Tech makes available from time to time. Response and resolution times are targets only unless a separate signed service-level agreement states otherwise. The Client must provide enough accurate information to reproduce an issue and must cooperate with reasonable troubleshooting. Nova Tech may decline to support unsupported devices, browsers, file formats, integrations, custom changes or third-party services. Configuration, migration, historical cleanup, bespoke development, on-site assistance and training may be supplied under a separate quotation or Order Schedule and may carry additional Fees.
MYSKA PAY may interact with hosting, email, payment, biometric attendance, document, browser or other third-party products. Nova Tech may use hosting, email, payment, security, storage and support providers to deliver the Services. Third-party services are controlled by their providers and may change, fail, reject data or impose separate terms and charges. Nova Tech is not responsible for a third party’s independent service, content, acts, security or availability, but remains responsible for its own obligations under this Agreement. Payment card information entered on a hosted payment page is processed by the payment provider and should not be supplied to Nova Tech through support messages.
Nova Tech and its licensors own MYSKA PAY, its software, source code, database structure, design, interfaces, documentation, branding, templates and all related intellectual property. Nothing in this Agreement transfers that ownership. The Client must not remove proprietary notices. The Client retains its rights in Client Data. If the Client provides suggestions or feedback, Nova Tech may use them without restriction or payment, provided it does not identify or disclose the Client’s Confidential Information without permission.
Each party must protect the other party’s non-public business, technical, security and commercial information using reasonable care, use it only for this Agreement, and disclose it only to personnel, professional advisers and service providers who need it and are bound by suitable obligations. This duty does not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received without confidentiality restriction. A party may disclose information where required by law or a competent authority and, where legally permitted, should give prompt notice and disclose only what is required. These obligations continue after termination for as long as the information remains confidential; obligations concerning personal payroll information and trade secrets continue for so long as the information retains that character.
Each party warrants that it has authority to enter this Agreement. Nova Tech warrants that it will provide the Services with reasonable care and skill. Except for those express warranties and any right that applicable law does not allow the parties to exclude, MYSKA PAY is provided on an ‘as available’ basis. Nova Tech does not warrant that every calculation, template, rate, report, contract, export or configuration will be correct for the Client’s circumstances; that the Services will satisfy every legal or agency requirement; or that all defects or interruptions will be corrected immediately. The Client’s first remedy for a proven service defect is for Nova Tech to use reasonable efforts to correct or reperform the affected Service. The Client is responsible for professional review where the consequences of error are significant.
Nothing in this Agreement excludes or limits liability that applicable law does not permit to be excluded or limited, including liability for fraud, fraudulent misrepresentation, wilful misconduct, or death or personal injury caused by negligence. Subject to that rule, neither party is liable to the other for indirect, special or consequential loss, loss of profit, revenue, opportunity, goodwill or anticipated savings. Nova Tech is not liable for penalties, interest, employee claims or payment loss arising from information the Client supplied or approved, an unauthorised or unlawful deduction, the Client’s failure to review payroll, keep independent records, secure accounts, pay staff or meet a filing or remittance deadline. Nova Tech’s total aggregate liability arising from the Services in any 12-month period is limited to the Fees paid or payable by the Client for MYSKA PAY during the six months immediately before the event giving rise to the claim. This limit applies to the fullest extent permitted by law and does not reduce any mandatory remedy. Each party must take reasonable steps to mitigate its loss.
To the extent permitted by law, the Client must indemnify Nova Tech against third-party claims, penalties, losses and reasonable costs arising from the Client’s unlawful or unauthorised Client Data, inaccurate information, payroll instruction, deduction, recruitment decision, employment document, account misuse, employee claim, or breach of sections 6, 7, 8 or 10, except to the extent the claim was caused by Nova Tech’s breach, negligence, fraud or wilful misconduct.
Nova Tech may update this Agreement for legal, security, operational or service changes. Nova Tech will give at least 30 days’ notice of a material change by email, in-product notice or publication with a new effective date, unless an urgent legal or security change requires earlier effect. A change will not retrospectively remove a right that has already accrued. Continued use after the effective date constitutes acceptance. If a material change substantially disadvantages the Client, the Client may stop using and cancel before it takes effect and request a pro-rata refund of prepaid Fees for the unused affected period, unless the change is required by law or addresses a security risk.
Operational notices may be sent to the Client’s registered email address or displayed in MYSKA PAY. The Client must keep its contact details current. Formal legal notices must be sent to the physical or email address in the Order Schedule or most recently notified in writing. Email is treated as received on the next business day after sending if no delivery-failure message is received. A termination notice or notice of court proceedings should also be delivered by hand, courier or post where reasonably practical, subject to any mandatory legal rule.
This Agreement is governed by the laws of the Independent State of Samoa. A party raising a dispute must give written notice describing the issue and outcome sought. Senior representatives must then meet in Apia or by video conference within 14 days, where reasonably possible, and attempt resolution in good faith. If the dispute remains unresolved after 30 days, the parties should attempt mediation in Apia before commencing ordinary court proceedings, with mediator costs shared equally. Either party may seek urgent interim or injunctive relief at any time. The courts of Samoa have exclusive jurisdiction.
The parties are independent contractors. Nothing makes Nova Tech the employer, payroll officer, agent, partner or joint venturer of the Client. The Client may not assign this Agreement without Nova Tech’s written consent, which will not be unreasonably withheld. Nova Tech may assign it as part of a genuine merger, restructuring or transfer of the MYSKA PAY business if the assignee assumes Nova Tech’s obligations. Neither party is liable for delay caused by events beyond its reasonable control, including cyclone, earthquake, tsunami, flood, fire, epidemic, civil unrest, government action, industrial action, submarine-cable, telecommunications or power failure, except payment obligations already due. If such an event continues for more than 60 days, either party may terminate the affected Services by notice. Nova Tech may identify the Client publicly or use its logo only with the Client’s prior consent. If a provision is unenforceable, it will be adjusted or removed only to the minimum extent necessary and the remainder continues. A failure to enforce a right is not a waiver. This Agreement may be signed in counterparts and electronically. The English version prevails over any translation. This Agreement, the accepted Order Schedule, Privacy Notice and any signed service schedule are the entire agreement about MYSKA PAY and replace earlier statements on the same subject. An Order Schedule prevails only where it expressly changes a commercial item or identifies a conflicting clause.
Questions, support requests, privacy requests and legal notices should be sent using the current contact details published on the MYSKA PAY website or within the service. Clients should not send passwords, full payment-card details or unnecessary employee identity documents through ordinary email or support messages.
By signing below, signing an Order Schedule that incorporates this Agreement, or accepting electronically, the parties confirm that they have read, understood and agree to be bound by this Agreement.
| NOVA TECH LTD | THE CLIENT |
|---|---|
| Signature: ______________________________ | Signature: ______________________________ |
| Name: ______________________________ | Name: ______________________________ |
| Position: ______________________________ | Position: ______________________________ |
| Company / Entity: ______________________________ | Company / Entity: ______________________________ |
| Date: ______________________________ | Date: ______________________________ |
Nova Tech may retain evidence of electronic acceptance, including the Agreement and Privacy Notice versions, accepting user and organisation identifiers, name and position supplied, date and time, internet protocol address, acceptance method and later re-acceptance. The acceptance checkbox must not be pre-ticked. A copy of the acceptance record may be made available to the Client on reasonable request.