Terms & Conditions

These Terms & Conditions (“Terms”) are a contract between Noetic Labs (Pty) Ltd(“Noetic Labs”, “we”, “us”) and the business that registers for or uses Metlha(“you”, “the Customer”). By creating an account, starting a trial, or using the service, you agree to these Terms. If you are agreeing on behalf of a business, you confirm you are authorised to bind that business.

• Service — the Metlha software, website, and related support we provide.
• Customer Data— the data you and your team enter into or upload to Metlha, including your employees’ records.
• Authorised Users — the people you allow to access your Metlha account.
• Subscription — your paid plan and the number of people (seats) it covers.

• You must give accurate registration details and keep them current.
• You are responsible for your Authorised Users, for keeping login credentials secure, and for everything done under your account.
• Tell us promptly at info@noeticlabs.africa if you believe your account has been accessed without permission.

While your Subscription is active and you comply with these Terms, we grant you a non-exclusive, non-transferable right to access and use Metlha for your own business operations. You may not resell the service, copy or reverse-engineer the software, use it to build a competing product, or use it unlawfully.

How pricing works

You choose a plan and tell us your team size. Your fee is your team size multiplied by the plan’s per-person price. Prices are in Botswana Pula (BWP). Annual billing is offered at a discount shown at the point of sale.

Noetic Labs is not currently registered for VAT, so we do not charge VAT on our invoices. If we become VAT-registered in future (registration is compulsory once turnover passes the threshold set by law), VAT will apply to invoices from that point, and we will tell you before it does.

How billing works

• Billing is manual, by bank transfer (EFT). We do not take card payments. When you are ready to subscribe, we issue a BURS-compliant invoice, which you pay by the due date shown.
• Access to paid features depends on your account being in good standing.
• If payment is overdue, we allow a grace period of 7 days, after which your Subscription may lapse and paid features may become unavailable. We will usually keep your data available to you on a read-only basis during a lapse, as described in Section 12.

We offer a 30-day free trial with full access and no card required. You are under no obligation to buy. If you do not subscribe by the end of the trial, your access to paid features ends, and your data is handled as described in Section 12.

We make a few specific promises in our marketing. Here is exactly what they mean and where they stop, so there is no misunderstanding.

• Free setup and migration. We will help move your team, salaries and leave balances into Metlha from your existing records at the start. This depends on you giving us accurate, complete information to work from.
• We fix our setup errors free. If the initial payroll configuration we set up for you contains an error that we made, we will correct it at no charge. This is scoped strictly to the setup work we perform. It does not cover errors in the data or instructions you give us, your own changes afterwards, your business decisions, or your outcomes with BURS or any authority. To be completely clear, this is not a promise to pay, cover, or indemnify any BURS penalty, interest, or assessment.

Metlha is a tool that helps you run compliant payroll and HR. It is not a substitute for professional tax, accounting or legal advice, and using it does not by itself make your business compliant. Please read this section carefully.

• PAYE and BURS tables. We calculate PAYE using the current BURS resident and non-resident tax tables, and we keep them up to date to the best of our ability. You remain responsible for the accuracy of the data you enter and for your own tax position.
• We prepare returns; you file them. Metlha prepares documents such as the BURS ITW-7 return, ready for you to submit. We do not file, submit, or transact with BURS or any authority on your behalf. Filing on time and correctly is your responsibility.
• Statutory contribution rates.Where the app includes rates for items such as pension, workers’ compensation or training levy, these are editable settings you must confirm against the relevant authority. We do not warrant that any pre-filled rate is the correct or current statutory figure.
• Labour law features. Some features anticipate future changes in Botswana labour law that are not yet in force. We do not represent that any such feature reflects current law until the relevant law commences.
• Your responsibility. You are responsible for reviewing your payroll, returns and records before you rely on or submit them, and for meeting your obligations to your employees and to the authorities.

• You own your Customer Data.As between you and us, your data — including your employees’ records — remains yours.
• You give us a limited licence to host, process and display that data only as needed to provide the service to you, and as described in our Privacy Policy.
• We own Metlha. The software, design, and platform, and all intellectual property in them, belong to Noetic Labs. If you send us feedback or suggestions, we may use them to improve the product without obligation to you.

Our handling of personal data is governed by our Privacy Policy, which forms part of these Terms. In summary, for the employee data you load into Metlha, you are the data controller and we are your processor. When you accept these Terms, you also agree to the following processing terms, in line with Botswana’s Data Protection Act, 2024:

• We process your employees’ personal data only to provide the service and on your documented instructions.
• We keep it confidential and apply appropriate security measures, as described in the Privacy Policy.
• We use the sub-processors named in the Privacy Policy, each bound to protect the data, and we will give you a way to learn of material changes.
• We will notify you without undue delay if we become aware of a breach affecting your data, so you can meet your own obligations.
• On termination, we will return or delete your data as described in Section 12 and the Privacy Policy.

You confirm that you have a lawful basis to give us your employees’ data and that you have met your own obligations to them as their controller. A separate, fuller data processing agreement is available on request.

You agree not to use Metlha to:

• Break the law or infringe anyone’s rights.
• Upload malicious code, or attempt to breach or overload the service.
• Access data that is not yours, or attempt to defeat the separation between customers.
• Store data you have no right to store.

We may suspend access to protect the service or other customers if we reasonably believe these Terms are being breached.

• You can stop any time. Because billing is manual, you end your Subscription by telling us you no longer wish to continue. Fees already invoiced for the current period remain payable.
• We may suspend or terminate for non-payment after the grace period, for a serious or repeated breach of these Terms, or if required by law. Where reasonable, we will give you notice and a chance to fix the problem first.
• Getting your data out. Before or shortly after termination, you can export your data using the tools in the app or by asking us. After termination we keep your data available for a limited window and then delete it from our active systems, as set out in the Privacy Policy (currently 90 days), unless the law requires us to keep certain records longer.

We work hard to keep Metlha available and reliable, but we provide it on an “as available” basis and do not guarantee a specific level of uptime in this version of the service. The service may occasionally be unavailable for maintenance, updates, or reasons beyond our control. We are not liable for losses caused by the service being temporarily unavailable.

We provide the service with reasonable skill and care. Beyond that, and to the fullest extent the law allows, Metlha is provided “as is” and “as available”, and we disclaim all other warranties, whether express or implied, including that the service will be uninterrupted, error-free, or fit for a particular purpose. We do not warrant that the service will make your business compliant or that any calculation, return or record is free of error — you are responsible for checking your own figures and filings, as set out in Section 8. Nothing in these Terms excludes any liability that cannot be excluded under Botswana law.

To the fullest extent permitted by law:

• Neither party is liable for indirect, incidental, special or consequential losses, or for lost profits, revenue, data or goodwill.
• Our total liability to you for any and all claims arising out of or relating to the service or these Terms is limited to the amount you paid us for the service in the 12 months before the event giving rise to the claim.
• In particular, we are not liable for any tax, penalty, interest or assessment imposed on you by BURS or any authority, or for decisions you make based on the service.

These limits do not apply to liability that cannot lawfully be limited, such as liability for death or personal injury caused by negligence, or for fraud.

You agree to indemnify us against claims, losses and costs arising from your unlawful use of the service, from Customer Data you had no right to provide, or from your breach of these Terms — including any claim by one of your employees or a third party relating to data you loaded into Metlha.

We may update these Terms from time to time. When we make a material change, we will give you reasonable notice, in the app or by email, before it takes effect. If you do not agree to a change, you may end your Subscription; continuing to use the service after a change takes effect means you accept the updated Terms. We will not make a material change apply retroactively.

We are not liable for failure or delay caused by events beyond our reasonable control, including internet or power outages, failures of our providers, natural events, or government action.

These Terms are governed by the laws of Botswana. We will try in good faith to resolve any dispute with you directly first — a quick WhatsApp or call usually sorts it out. If we cannot, the courts of Botswana have jurisdiction.

• These Terms and the Privacy Policy are the entire agreement between us about the service.
• If any part of these Terms is found unenforceable, the rest still applies.
• You may not transfer your rights under these Terms without our consent; we may transfer ours as part of a business transfer, on notice to you.
• Not enforcing a term once does not waive our right to enforce it later.

Questions about these Terms? Reach a real person:

• WhatsApp: +267 73 461 650
• Billing: info@noeticlabs.africa
• Legal and privacy: info@noeticlabs.africa

Noetic Labs (Pty) Ltd · Fairgrounds Mall, Unit G26, Stanbic Accelerate, Gaborone, Botswana · Registration BW00009522091