Terms of Service.

KivoHR Terms of Service

1. Who these terms are between

1.1 These terms are an agreement between Sitenet Tech Ltd, a company registered in England and Wales under number 12750911, whose registered office is at 406-410 Eastern Avenue, Ilford, England, IG2 6NQ ("we", "us"), and the organisation that opens a KivoHR account ("you").

1.2 KivoHR is a product of Sitenet Tech Ltd. It is software for running human resources: staff records, leave and absence, rotas and clocking, documents, recruitment, compliance checks, payroll files and related tools (the "service").

1.3 The person who accepts these terms confirms that they are authorised to accept them for the organisation, and that the organisation is buying for its business or as an organisation, not as a private individual. Sole traders, partnerships, charities and public bodies are organisations for these terms. A sole trader buying to employ staff in their business is a business customer.

1.4 The service is not offered to private individuals employing someone in their own home (for example a nanny, a carer or a cleaner). If you are one, please contact us before signing up.

1.5 The agreement is made up of, in this order of priority: any order form or written quote we both sign; these terms; the Data Processing Agreement ("DPA"); the Acceptable Use Policy; and, if an account owner switches on AI suggestions, the AI addendum. If an order form says something different from these terms, the order form applies, but only for that point. On how we process your data, the DPA applies over these terms where they differ, as DPA 6.1 says.

2. Your account

2.1 Your organisation has its own web address, for example yourcompany.kivohr.com, or your own domain if you set one up. The people you invite ("users") sign in there. Each user account belongs to your organisation only.

2.2 Account owners are the users you give the Owner role. They act for your organisation: they can accept changes to these terms, change your plan, agree orders and add-ons, and give instructions about your data (including asking us to export or delete it). You must always have at least one account owner. Keep the list of account owners up to date.

2.3 You are responsible for who you invite, which roles you give them, and what they do in the service. Remove access promptly when someone should no longer have it. The service can end a leaver's access automatically after their last day; check that setting suits you.

2.4 Keep sign-in details secure and do not share accounts. Two-factor sign-in is available to every user on every plan. The service requires it for account owners and anyone whose role lets them see sensitive records such as National Insurance numbers, pay or conduct records.

2.5 Account owners may accept these terms, the DPA, an addendum (such as the AI addendum) and any change to them electronically, by clicking to accept in the service. We record who accepted, when, and the version and text they accepted, and email a copy to the person who accepted. That acceptance binds your organisation as a signed order form would. An accepted addendum forms part of this agreement.

2.6 Tell us straight away at support@kivohr.com if you think an account has been used without permission.

3. The free trial

3.1 Self-serve plans include a 14-day free trial. No card is needed. During the trial you can use the plan you chose, within its limits. Your account is created only after you confirm your email address.

3.2 When the trial ends, your account becomes read-only until you choose a paid plan: you can still see and export your records, but not add or change them.

3.3 If you have not chosen a paid plan 30 days after your trial ends, the agreement ends then, and section 14 applies: 90 days of read-only access to export your data, then deletion, unless you move to the Archive plan. We email your account owners before and when the trial ends, and again before the 30 days are up. Choosing a paid plan before then stops this, even if your first invoice is not yet due. If we extend your trial, the 30 days run from the new end date.

4. Plans, prices and payment

4.1 Prices are per organisation, by size. Prices are not per employee. Each plan covers up to a number of people, shown on our pricing page (Group has no limit). Every plan includes every feature; we never charge per module. All prices exclude VAT, which we charge at the rate in force at the tax point.

4.2 Room above your plan. We warn you when you reach 80% of your plan's size. You can go above it by the margin shown on your Billing page (at present 30% on plans up to 50 people and 25% above that) for as long as you stay on the plan. Beyond that margin you cannot add more people until you move up a plan; nothing already in your account stops working.

4.3 Monthly or yearly. You can pay monthly or yearly. A yearly plan costs ten months of the monthly price. There is no minimum term beyond the period you have paid for.

4.4 How you pay. You can pay by card, by Pay by Bank, by bank transfer, or against a payment request with your purchase order number on it.

• We send a payment request in advance of each period. It is not a VAT invoice. We issue the VAT invoice when you pay.
• Your first invoice is due within 7 days. After that, and for accounts we approve, invoices are due within 30 days.
• If you save a card, you authorise us to charge it, without asking you each time, for: your subscription on each renewal date, monthly or yearly as shown in Billing (if you save it during a trial, the first charge is on the day the trial ends); the extra amount, worked out for the days left in the period, when you move up a plan, add an add-on or switch to yearly; and any amount overdue. Each charge is at the prices then in force under these terms, plus VAT. We email a receipt for every charge and remind you at least 30 days before each yearly renewal. You can remove the card, switch to paying by payment request, or cancel in Billing at any time. Removing the card does not cancel your subscription; we then send you a payment link instead.

4.5 Moving up or down. Moving up a plan, or adding an add-on, takes effect straight away and we charge the difference for the days left in the period. Moving down takes effect from your next renewal, provided your organisation fits the smaller plan.

4.6 Price changes. We may change our prices, including for add-ons, a separate database and the Archive plan. A change applies to you only from your first renewal that falls at least 30 days after we email your account owners about it, and we show it in Billing. If you do not want to pay the new price, you can cancel before it applies and you will not pay it. Discounts we have agreed with you continue on their own terms. A change in the rate of VAT applies from the date the law sets and is not a price change under this section.

4.7 If you pay late. We remind you when a payment is overdue, and if a card payment fails we try again where the card's bank allows it. If it is still unpaid 14 days after the due date, your account becomes read-only until it is paid: you can still sign in, see your records and export them, but not add or change them. We tell your account owners at least 3 days before your account becomes read-only. If it is still unpaid 44 days after the due date, we may end the agreement, and section 14 applies. Ending the agreement does not cancel what you owe. While your account is read-only you remain responsible for your own legal duties, such as keeping records and meeting deadlines, and you can export what you need to meet them.

4.8 Late payment interest. If you do not pay an amount by its due date, we may claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, or any law that amends or replaces it: interest at 8% a year above the Bank of England base rate in force on the 30 June or 31 December immediately before the interest starts, running from the day that law sets (for a fee paid in advance for a period of service, the day after that period ends); a fixed sum for each invoice of £40 if it is under £1,000, £70 if it is £1,000 to under £10,000, and £100 if it is £10,000 or more; and our reasonable costs of recovering the debt beyond that fixed sum. We never add these automatically, and tell you in writing if we claim them.

4.9 Insolvency. If your organisation enters administration, administrative receivership, liquidation or provisional liquidation, a voluntary arrangement, a moratorium, a restructuring plan or another procedure listed in section 233B of the Insolvency Act 1986, we will not make your account read-only or end the agreement because of that procedure, or for amounts that fell due before it began, and we will not make paying those amounts a condition of continuing the service, unless the office-holder or you agree or a court allows it, as sections 233 to 233B of that Act provide. Where the law allows, we may ask the office-holder to guarantee personally the charges for the service we provide after the procedure began. Those charges must still be paid, and section 4.7 applies to them as normal.

4.10 Refunds. When you cancel, you keep full use of the service until the end of the period you have paid for, and we do not refund the rest of it, except as this point says. We refund the fees you have paid for the rest of a period, worked out by the day, if: we end the agreement for any reason other than your breach or non-payment; you end it because of our serious breach under section 14.2; you end it under section 15.2 because you do not accept a change; or we stop providing the service, or a core feature of your plan, before the end of a period you have paid for. Any other refund is at our discretion. We refund to the way you paid or, if you prefer, as credit on your account, and we send a credit note for every refund.

4.11 Pausing. Where your Billing page offers it, you can pause a subscription once in any 12 months. While paused, your account is read-only: you cannot add or change records, but this agreement and the DPA carry on, we keep storing your data, and retention periods keep running. A pause does not count towards a paid period. You remain responsible for your legal duties while paused (for example right-to-work checks for new starters). You resume at the price you paid before the pause, unless a price change we told you about under section 4.6 has taken effect in the meantime.

4.12 A separate database. If you choose a database of your own (included on Group, or an add-on on any other plan), moving to it is one-way: we do not move an organisation back to the shared database. An account owner agrees to the move, its price and that it is one-way on screen before we schedule it. Its monthly charge, shown when you choose it, continues on any plan that does not include a separate database, including after you move down a plan.

4.13 The Archive plan. If you stop using KivoHR day to day but need to keep your records, the Archive plan keeps them read-only, with export at any time, for as long as you pay for it. We tell you its price when you leave, and it is billed yearly in advance at the price shown on your Billing page.

5. Your data

5.1 Everything your organisation and its users put into KivoHR, including staff personal data and files ("your data"), belongs to you. You give us permission to use it only to provide, secure and support the service for you, as the DPA describes.

5.2 You are responsible for: having a lawful basis to collect your staff's data and put it into the service; telling your staff how it is used (KivoHR's privacy notice for employers' staff is a starting point you can adapt); the accuracy of what you enter; and the choices you make in the service's settings.

5.3 How long records are kept. Each type of record is kept for the period the law sets for it, or the period you choose within legal limits, and is then deleted or anonymised. The periods, and what each is counted from, are listed in our published retention table and in Settings, Retention and legal holds. For example, by default: right-to-work check copies are kept for 2 years after the person leaves, then deleted; DBS certificate copies for no more than 6 months after the decision; criminal record check details for 6 years after the person leaves; unsuccessful applicants' records for 12 months after the decision, then anonymised; and inspection packs for 30 days. Some records (for example sponsor records) wait for one of your users to confirm before they are deleted. A legal hold you place stops deletion until you release it. You are responsible for choosing periods that meet your own legal duties.

5.4 We do not sell your data, use it to market to your staff, or use it to train AI models.

6. How we process your data

6.1 For your data, you are the controller and we are your processor under the UK GDPR and the Data Protection Act 2018. Our Data Processing Agreement, version 0.9 or the latest version you have accepted, forms part of these terms and governs that processing, including our sub-processors, security measures, breach notice, audits and what happens to your data at the end. In particular, we will:

• process personal data only on your documented instructions, which are these terms, the way you use the service, and written requests from your account owners, unless the law requires otherwise;
• use only the sub-processors listed in the DPA, and tell you at least 30 days before adding or replacing one, so you can object;
• tell you about a personal data breach affecting your data without undue delay, and in any event within 48 hours of becoming aware of it;
• when the agreement ends, let you export your data and then delete it, as section 14 explains; and
• keep backups for no more than 35 days, and never restore a deleted organisation from one.

6.2 We are the controller of the information we keep about your account owners, users and billing contacts for our own purposes (for example billing, security and keeping in touch about the service). Our privacy notice explains this.

7. Acceptable use

7.1 You must use the service, and make sure your users use it, in line with our Acceptable Use Policy. In particular, you must not, and must not let anyone else:

• use the service unlawfully, or to store data you have no right to hold;
• try to access another organisation's data, or test, probe or break the service's security without our written permission;
• upload anything malicious, or interfere with the service or other customers' use of it;
• copy, resell or reverse engineer the service, except where the law allows it; or
• use automated means to put an unreasonable load on the service.

8. Suspension

8.1 We may suspend all or part of the service, or particular users, without prior notice, for no longer than we reasonably need, but only where it is reasonably necessary:

• to deal with a security incident or a risk to the service, to your data or to other customers;
• where the law, a court or a regulator requires it; or
• for a serious breach of section 7 or the Acceptable Use Policy, or a repeated breach after we have asked you to stop.

8.2 We tell your account owners why, and what is needed to lift it, as soon as we lawfully can, and restore access as soon as the reason ends. A suspension never deletes your data and does not change the time limits in section 14. While it lasts we keep to section 6, including telling you about a personal data breach affecting your data unless the law forbids it, and you can still export your data unless the law, an order or the security risk itself prevents that. We withhold notice only where the law or an order forbids us to give it, and we record the reason.

8.3 Suspension for late payment is covered by section 4.7, not this section: it makes the account read-only and never locks you out of your records.

9. Availability and support

9.1 We work to keep KivoHR available at all times. We schedule maintenance when it will disturb you least and give notice where we can. We may improve and change the service, but will not remove a core feature of your plan during a period you have paid for.

9.2 Every plan includes support by ticket from inside the app and by email. We aim to send a first reply within one working day on Starter, Team and Business, 8 working hours on Growth, Scale, Large and Organisation, and 2 working hours on Enterprise. Working hours are 9am to 5.30pm UK time, Monday to Friday, except bank holidays in England and Wales, and a working day is one of those days. For example, a 2-working-hour reply to a message sent at 5pm on a Friday is due by 10.30am on Monday. These are targets, not guarantees.

9.3 When our support staff open your account to help with a support request, their access is tied to a support ticket from your organisation, is read-only, hides every category of data above basic details, ends automatically (after eight hours at most), and is recorded in your own audit log.

9.4 Our staff never act as your sponsor licence Authorising Officer, Key Contact or Level 1 or Level 2 User, and never sign in to your Sponsor Management System for you. We will never ask for your Sponsor Management System sign-in details or security codes; please do not send them to us.

10. Compliance features check, flag and show the evidence. They are not advice.

10.1 KivoHR helps you keep track of legal duties such as right-to-work checks, holiday and working-time rules, sick pay, minimum wage, sponsor licence duties and record keeping. It checks your records against the rules it knows, flags what looks wrong or is due, and shows the evidence it holds. Our guides summarise official guidance in plain English.

10.2 What KivoHR shows is information about your own records, set against published rules. KivoHR never recommends an immigration route or option for anyone, never assigns a certificate of sponsorship and never files anything with the Home Office: your own Sponsor Management System users do that. None of it, including any AI suggestion, is legal or immigration advice (nor HR or tax advice), and we are not a firm of solicitors or a regulated immigration adviser. The service works only from the information you and your users give it, and may not know about circumstances outside it.

10.3 You remain responsible for meeting your legal duties as an employer, and as a sponsor-licence holder if you are one, and for checking official guidance or taking professional advice when you need it. A clear result in KivoHR does not mean you have complied with the law.

10.4 Your settings are your policy. You choose how KivoHR is set up for your organisation: leave and holiday rules, sick pay, working time, clocking, retention periods, approvals and the rest. KivoHR offers defaults, applies the settings you choose and does not refuse a lawful choice. Where a setting looks below a legal minimum we may warn you, but the decision is yours. You remain responsible for your own policies and for your compliance with the law. We are responsible for keeping the figures built into KivoHR (such as statutory rates, limits and dates) correct against GOV.UK and legislation. If we find that one of ours is wrong, we correct it promptly and tell the account owners of every organisation it affected.

10.5 Where KivoHR exports figures to your payroll (for example hours, absences, statutory pay days or weeks), you and your payroll provider remain responsible for the pay calculated from them.

11. Intellectual property

11.1 We own the service and everything in it except your data, including the software, its design and our content. These terms give you a non-exclusive right for your users to use the service for your organisation while the agreement lasts. They do not transfer any of our intellectual property to you.

11.2 Templates we provide (for example letters and policies) are yours to adapt and use inside your organisation.

11.3 If you send us suggestions, we may use them to improve the service without owing you anything for them.

12. Confidentiality

12.1 Each of us will keep the other's confidential information confidential, and use it only for this agreement. This does not apply to information that is already public, that we already had lawfully, or that the law requires us to disclose. Your data is also protected by the DPA.

13. Liability

This section limits what each of us can claim from the other. Please read it: our prices are set on the basis of it.

13.1 What is never limited. Nothing in these terms limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for anything else the law does not allow to be limited or excluded. Nothing in these terms limits your duty to pay the fees you owe us, or either party's liability to an individual or to a regulator under data protection law.

13.2 Figures, counts and suggestions. KivoHR works out figures, counts, dates and suggestions from the information and settings you give it: for example statutory pay days and weeks for your payroll, holiday entitlements, reminders and deadlines, and AI suggestions if you switch them on. They help you decide; they do not decide for you. You are responsible for checking anything you rely on before you pay, act on or send it. We are responsible for an error in a figure or calculation built into KivoHR, as section 10 explains, within the limits below. We are not liable for loss caused by information or settings you gave KivoHR, or by an AI suggestion one of your users confirmed, unless our breach of these terms or of our AI addendum caused it.

13.3 Losses neither of us is liable for. Neither of us is liable for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss. We are not liable for amounts you would have had to pay anyway, such as pay, holiday pay, statutory pay or tax that was due to your staff or to HMRC. We are liable, within the limits below, for the reasonable extra cost to you of putting right an error our breach caused, such as interest or a penalty charged to you because of it, or the cost of correcting a payroll run.

13.4 The overall limit. Apart from the cases above that are never limited, each party's total liability under or in connection with this agreement, whether in contract, negligence or otherwise, for everything that happens in any 12 months is limited to the greater of £5,000 and the fees you paid or must pay us for those 12 months.

13.5 Your data. For a breach of section 6 (how we process your data) or section 12 (confidentiality), the limit is higher: the greater of £50,000 and three times the fees you paid or must pay us for those 12 months. Claims under this point count only towards this limit, not towards the overall limit. If one of us pays compensation to an individual for damage that the other caused, it may recover the other's share, as data protection law allows, within this limit.

13.6 Limiting loss. Each of us must take reasonable steps to limit any loss it claims for, including, for you, telling us promptly about an error you notice so that we can correct it.

14. Ending the agreement

14.1 You can cancel at any time in Billing, effective at the end of the period you have paid for, and you keep full use of the service until then. There is no exit fee. Section 4.10 says when we refund.

14.2 Either of us may end the agreement straight away by written notice if the other seriously breaches it and does not put it right within 30 days of being asked to, or, where the law allows (and subject to section 4.9), becomes insolvent. Section 4.7 says what happens if a payment is overdue.

14.3 When the agreement ends, your account becomes read-only for 90 days. Any account owner can sign in, see your records and export all of your data, including every file, at any time in those 90 days. We remind your account owners 30 days and 7 days before the 90 days end.

14.4 Keeping your records. If you need to keep your records with us for longer, for example to meet your own duties to keep staff records, you can move to the Archive plan at any time before the 90 days end.

14.5 Deletion. Your data is deleted only on your instruction, which you give in one of two ways:

• By a signed request. An account owner can ask us to delete your organisation's data at any time, from inside KivoHR or in writing. We check the request, two of our staff approve it, and we tell your account owners the date. You can cancel within 7 days of that notice; after that, deletion goes ahead and cannot be undone.
• Under these terms. If, at the end of the 90 days, you have not renewed or moved to the Archive plan, you instruct us by these terms to delete your data then. We still give your account owners 7 days' notice before we do.

14.6 We do not delete data under a legal hold you have placed until you release it. When deletion is complete we send your account owners a deletion certificate, which gives the date by which copies in our backups will also be gone (no more than 35 days later). Backups are never used to bring back a deleted organisation.

14.7 What we keep. After deletion we keep only our own records about our agreement with you: your organisation's name, the dates of the agreement, your plan, payment requests, VAT invoices and payments, the name and email of the people who accepted these terms and the DPA, our security log of actions on your account and of any access by our staff, and the record of your deletion request, and the record of any addendum an account owner accepted. We keep support conversations with names and email addresses removed. We keep these for six years from the end of the agreement (billing records for six years from the end of our financial year), because tax law and the time limits for legal claims require it. None of it includes your staff's records.

15. Changes to these terms

15.1 We may change these terms, the DPA or the Acceptable Use Policy. If a change matters to you, we tell your account owners, in the app and by email, at least 30 days before it takes effect, and say plainly what has changed and how it affects you.

15.2 If you do not accept a change that matters to you, you can end the agreement by telling us before the change takes effect. It then ends on the day the change would have taken effect, and we refund the fees you have paid for the time after that day. If you do not end the agreement, the change applies to you from that day.

15.3 Other changes, such as clearer wording or corrections that do not reduce your rights, take effect when we publish them. A change the law requires takes effect when the law requires, and we tell you as soon as we can.

15.4 Every version we publish keeps its number and date, and we keep a record of which version your account owners accepted.

16. General

16.1 Neither of us is responsible for delays or failures caused by events outside our reasonable control.

16.2 You may not transfer this agreement without our written consent. We may transfer it to a buyer of our business, and will tell you if we do.

16.3 If part of this agreement cannot be enforced, the rest still applies. Not enforcing a right straight away does not waive it.

16.4 Only you and we have rights under this agreement. The Contracts (Rights of Third Parties) Act 1999 does not apply.

16.5 Notices to you go to your account owners' email addresses. Formal notices to us go to our registered office, with a copy to support@kivohr.com.

16.6 This agreement, and any dispute or claim arising out of or in connection with it, is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

17. Contact

Questions about these terms: support@kivohr.com. Formal notices: Sitenet Tech Ltd, 406-410 Eastern Avenue, Ilford, England, IG2 6NQ.