Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of CromaHR, the human resources and payroll software platform (the "Service") operated by Croma Interactive Limited ("CromaHR", "we", "us", or "our"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

Your use of the Service is also subject to our Privacy Policy, which is incorporated into these Terms by reference.

2. Eligibility and Account Registration

You must be at least eighteen (18) years of age and legally capable of entering into a binding contract to use the Service. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorized use of your account or any other security breach.

3. Your Licence to Use the Service

Subject to your compliance with these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business operations during the term of your subscription.

You may not:

• Modify, adapt, translate, reverse engineer, decompile, or disassemble the Service or any part of it;
• Resell, sublicense, rent, lease, or otherwise transfer access to the Service to any third party;
• Use the Service to process data on behalf of any other organisation without a separate agreement;
• Use the Service in any manner that could damage, disable, overburden, or impair the Service;
• Attempt to gain unauthorised access to any part of the Service, other accounts, or computer systems or networks connected to the Service.

4. Subscriptions, Fees, and Billing

The Service is offered on a subscription basis with monthly and annual billing options. Fees are based on the plan you select and the number of employees processed in each billing cycle, as described on our pricing page.

4.1 Billing Cycle

Monthly plans are billed month to month. Annual plans are billed for a twelve-month period in exchange for the applicable discount. All fees are quoted in United States dollars but may be invoiced in local currency at the prevailing exchange rate.

4.2 Payment

You agree to pay all fees when due. We accept bank transfer, card, and mobile money. If a payment fails, we may suspend access to the Service after giving you reasonable notice and an opportunity to remedy the payment.

4.3 Price Changes

We may change our fees upon reasonable notice. Any fee change will take effect at the start of your next billing cycle following the notice. If you do not agree to the new fees, you may cancel your subscription before the start of that billing cycle.

5. Free Trial

We may offer a free trial of the Service for a limited period. Trial access is provided at our discretion and may be limited in features or duration. We may modify or terminate a free trial at any time without notice. No payment information is required to start a trial, and you are under no obligation to convert to a paid subscription.

If you decide not to continue after a trial, we will export your data in a standard format (such as Excel) at your request. We may delete trial data after a reasonable period following the end of the trial.

6. Payroll Outsourcing Services

Where you have engaged us to run payroll on your behalf (the "Outsourcing Service"), the following additional terms apply:

• You are responsible for providing accurate and timely payroll inputs, including new hire details, salary changes, leave taken, and leaver information;
• You must review and approve each payroll run before we process payments;
• We are responsible for calculating statutory deductions, generating payslips, filing statutory returns, and processing bank payment files in accordance with applicable Kenyan law;
• You remain the employer of record and are responsible for all employment decisions, payments to employees, and compliance with employment law;
• We act as a payroll processor on your behalf and are not a party to the employment relationship.

7. Your Data and Content

You retain all rights, title, and interest in the data you submit to the Service, including employee records, payroll data, documents, and configuration settings (collectively, "Customer Data"). You grant us a limited licence to use, copy, and process Customer Data solely as necessary to provide the Service to you.

You represent and warrant that you have all necessary rights and consents to submit Customer Data to the Service, including any consents required under applicable data protection law for the processing of employee personal data. Further details are in our Privacy Policy.

8. Acceptable Use

You agree not to use the Service to:

• Process or store any data that is unlawful, fraudulent, or infringes the rights of any third party;
• Upload any content that contains viruses, malware, or other harmful code;
• Use the Service to harass, discriminate against, or unlawfully monitor any individual;
• Violate any applicable law, including employment, tax, or data protection legislation;
• Attempt to circumvent any security or authentication features of the Service.

We may suspend or terminate access if we reasonably believe you have violated these acceptable use terms.

9. Intellectual Property

The Service, including its software, design, text, graphics, logos, and all related intellectual property, is owned by Croma Interactive Limited and is protected by Kenyan and international intellectual property laws. These Terms do not grant you any rights to our trademarks, trade names, or branding.

We welcome feedback and suggestions. Any feedback you provide is voluntary and non-confidential, and we may use it without restriction or obligation.

10. Service Availability and Support

We strive to maintain high availability but do not guarantee that the Service will be uninterrupted or error-free. We may perform scheduled maintenance, which we will endeavour to carry out during low-usage periods. We will provide reasonable notice of significant planned downtime.

Support is available during business hours via email, phone, and WhatsApp. Response times depend on your plan and the nature of the issue. Critical issues affecting payroll processing are prioritised.

11. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in connection with the Service, including pricing, business processes, and technical details. This obligation survives termination of these Terms for a period of three (3) years, except for information that is required to be disclosed by law or court order.

12. Warranties and Disclaimers

The Service is provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Service will meet your requirements, that it will be error-free, or that results will be accurate. You are responsible for reviewing payroll outputs before approval and for verifying statutory calculations against current law.

13. Limitation of Liability

To the maximum extent permitted by law, in no event shall Croma Interactive Limited be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or business opportunity, arising out of or related to your use of the Service.

Our total aggregate liability for any claim arising from these Terms or your use of the Service shall not exceed the total fees you paid to us in the three (3) months preceding the event giving rise to the claim.

This limitation does not apply to liability that cannot be limited under applicable Kenyan law, including liability for death or personal injury caused by negligence, or liability for fraud or fraudulent misrepresentation.

14. Indemnification

You agree to indemnify and hold harmless Croma Interactive Limited, its officers, directors, and employees from any claim, demand, loss, or damages (including reasonable legal fees) arising out of your use of the Service, your violation of these Terms, or your violation of any law or the rights of any third party, including your employees.

15. Termination

You may cancel your subscription at any time. Monthly subscriptions remain active until the end of the current billing period. Annual subscriptions remain active until the end of the twelve-month term. No refunds are provided for partial billing periods, except where required by law.

We may suspend or terminate your access to the Service if you breach these Terms, fail to pay fees when due, or if we are required to do so by law. Upon termination, we will make your Customer Data available for export for a period of thirty (30) days, after which we may delete it in accordance with our Privacy Policy.

16. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email or through the Service at least thirty (30) days before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of Kenya. Any dispute arising from these Terms or your use of the Service shall first be addressed through good-faith negotiation between the parties.

If the dispute cannot be resolved through negotiation within thirty (30) days, it shall be referred to mediation under the rules of the Nairobi Centre for International Arbitration (NCIA). If mediation fails, the dispute shall be finally resolved by arbitration seated in Nairobi, Kenya, in accordance with the Arbitration Act, 2010 of Kenya.

18. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement between you and Croma Interactive Limited regarding the Service.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.
• No Waiver: Our failure to enforce any right or provision in these Terms is not a waiver of that right or provision.
• Notices: We may provide notices to you by email, in-app messages, or through the Service.