KlavoHR provides the people systems on which your organization relies. Because that work involves the personal data of your employees, these Terms are more stringent in certain respects than a standard service agreement. Please read them in full. By signing a Statement of Work, using our website, or granting us access to your HR systems, you accept these Terms in their entirety.
Part One: Getting Started With Us
A. Who These Terms Bind
These Terms constitute the agreement between KlavoHR (“we”, “us”, “our”) and the organization engaging us (“you”, “the Client”). They apply together with any Statement of Work and our Privacy Policy. In the event of a conflict between these Terms and a Statement of Work on a specific project matter, the Statement of Work governs that matter.
B. Your Authority to Accept
You represent that you are at least 18 years of age and that you have authority to bind your organization to this agreement. Given the sensitive nature of HR data, we engage only with clients able to provide that representation.
C. Definitions
For the purposes of these Terms:
- “Services” means our HR technology consulting, including strategy, HRIS configuration, integration, automation, data migration, training, administration, and support.
- “HRIS” means the human resources information system or related platform in which we work on your behalf, such as BambooHR, Workday, SAP SuccessFactors, ADP, or Gusto.
- “Statement of Work” or “SOW” means the executed brief setting out the scope, deliverables, timing, and price for a project.
- “Deliverables” means the configurations, onboarding flows, policy setups, integrations, automations, reports, and documentation we produce.
- “Employee Data” means personal data relating to your workforce that we handle in delivering the Services, including names, contact details, pay records, leave balances, performance information, and candidate records.
- “Confidential Information” means non-public information disclosed by either party, including business plans, pricing, workforce data, and internal processes.
Part Two: How We Work Together
A. Scope of Services
We assess, design, configure, connect, automate, and support HR systems. The precise scope for your project is set out in the SOW. We determine the working methods and configuration approach, in accordance with sound professional practice, unless your SOW provides otherwise. We may engage vetted subcontractors for specialist tasks. Where we do so, we remain accountable for the work and bind those subcontractors to the same confidentiality and data protection obligations we owe to you.
B. Statements of Work
No project proceeds without a SOW. The SOW defines the modules, integrations, milestones, and price. Any item not specified in the SOW falls outside the project. Work outside the agreed scope constitutes additional scope, requires written agreement, and may affect both cost and timing.
C. Client Responsibilities
The success of an HR engagement depends materially on your participation. You agree to:
- Grant the system access and administrative credentials the work requires.
- Provide accurate and current employee records and policy documents in a timely manner.
- Designate a single HR decision-maker authorized to approve work and respond to queries promptly.
- Review each Deliverable within the period specified in the SOW or, failing that, within ten business days.
- Maintain the licences and seats your team requires on the HRIS and connected tools.
Where information is provided late, incomplete, or inaccurate, timelines may be extended and costs may increase. We are not liable for any deficiency arising from incomplete or inaccurate information provided by you.
Part Three: Employee Data, Privacy, and Compliance
A. Roles of the Parties
You are the controller of your Employee Data and we act as your processor. Accordingly, we process Employee Data only for the purpose of delivering the Services and only on your documented instructions. We do not process it for our own purposes, and we do not sell it under any circumstances. You remain responsible for establishing a lawful basis to collect such data and to disclose it to us.
B. Sensitive and Special-Category Data
HR systems frequently contain data subject to heightened legal protection, such as health and sickness records, salary information, trade union membership, and diversity monitoring fields. You must not load such data into a system we are building, or otherwise disclose it to us, unless your SOW expressly covers it and appropriate safeguards have first been agreed. Should you do so regardless, responsibility for that decision rests solely with you.
C. Security and Breach Notification
We apply reasonable technical and organizational measures to protect Employee Data while it is in our care, and we restrict access to those personnel who require it for your project. If we become aware of a personal data breach affecting your data, we will notify you without undue delay so that you may discharge your own notification obligations. As controller, you are responsible for any required notification to regulators or affected individuals.
D. Data Protection Law
We handle Employee Data in accordance with applicable law, which may include the GDPR, the UK GDPR, and the CCPA, depending on the location of you and your workforce. You are responsible for obtaining any employee consents and providing any notices required by law. Where a data processing agreement is required between the parties, we will enter into one, and it shall apply alongside these Terms.
E. No Legal or Employment Advice
We provide HR technology configuration services. We are not a law firm and do not provide legal or employment law advice, and nothing we build or communicate under these Terms constitutes such advice. Where we configure leave rules, probation alerts, or compliance fields, we do so in accordance with the policies and parameters you supply. We do not assess or warrant whether those policies comply with the employment, labor, or data protection laws of any jurisdiction in which your workforce is located. You remain solely responsible for ensuring that your policies and HRIS configuration are lawful, and we recommend that you obtain advice from a qualified employment law professional. Any update required by a change in regulation constitutes additional scope unless covered by an active managed services plan.
F. AI Screening and Predictive Features
Certain HR platforms offer artificial intelligence tools for candidate screening, attrition prediction, or sentiment analysis. Such tools may carry significant legal risk. Automated screening can produce biased or discriminatory outcomes if deployed without appropriate oversight, and a number of jurisdictions now regulate the manner in which such tools may be used in recruitment. We will configure these features at your request. We make no warranty that any output of such tools is accurate, fair, or free from bias. You are responsible for maintaining meaningful human oversight, for testing for adverse impact, and for ensuring use complies with applicable anti-discrimination and employment law. All hiring and termination decisions remain yours alone.
Part Four: Commercial Terms
A. Fees
Fees are set out in the SOW or invoice prior to the commencement of work. Additional scope is quoted separately, and the applicable figure is provided before such work begins.
B. Payment and Late Payment
Invoices are due within fourteen days of the invoice date unless the SOW provides otherwise. A deposit may apply and, where it does, it is non-refundable. Overdue invoices accrue interest at 1.5% per month, or the maximum rate permitted by law if lower. We may suspend work on any account more than fifteen days past due, and such suspension does not discharge amounts already owed.
C. Refunds, Taxes, and Expenses
Payments are non-refundable once work has commenced. If you terminate a project early, you remain liable for all work completed and any costs we have committed to. You are responsible for all applicable taxes and for any pre-approved out-of-pocket expenses we incur.
D. Revisions and Acceptance
Each Deliverable includes up to two rounds of revision at no additional charge unless the SOW specifies otherwise. Revision requests must be submitted in writing and must clearly identify the changes sought. Additional rounds are billed at our standard hourly rate. If you provide no written feedback within ten business days of delivery, the Deliverable is deemed accepted.
E. Intellectual Property
Our frameworks, configuration templates, and methods remain our exclusive property. Upon receipt of payment in full, you are granted a perpetual, non-exclusive, non-transferable licence to use the final Deliverables within your business. Your own data and pre-existing materials remain yours, and you grant us a limited licence to use them solely for the purpose of performing the Services. We may reference the project in anonymized form for our portfolio unless you instruct us otherwise in writing.
F. Confidentiality
Each party shall protect the other’s Confidential Information and use it only for the purposes of the project. This obligation does not extend to information that is or becomes public through no fault of the receiving party, was already known to it, was independently developed, or was lawfully obtained from a third party without restriction. The obligation survives for two years following the end of the engagement, and indefinitely in respect of any information that constitutes a trade secret.
Part Five: Risk and Liability
A. No Guarantee of Results
Our role is to deliver improved HR systems. We make no guarantee as to attrition, hiring speed, employee engagement, or any other workforce outcome, all of which depend on your culture, your managers, your data quality, and factors outside our control. Any figures or examples we provide are illustrative only and do not constitute a commitment.
B. Payroll Accuracy
When we migrate payroll history or connect a payroll system, we transfer and map the data you provide. We do not calculate, verify, or assume responsibility for the correctness of any pay run, tax withholding, or benefit deduction, which remains the responsibility of you and your payroll provider.
C. Limitation of Liability
To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms, any SOW, or the Services shall not exceed the fees paid by you to us in the twelve months preceding the event giving rise to the claim, or one hundred US dollars where no fees have been paid. We shall not be liable for any indirect, incidental, special, or consequential loss, including loss of profit, loss of data, business interruption, regulatory fines, or reputational harm, even if advised of the possibility of such loss. Where applicable law prohibits these limitations, our liability shall be limited to the minimum extent permitted by that law.
D. Services Provided “As Is”
Our website and any digital resources are provided on an “as is” and “as available” basis, without warranty of any kind. To the maximum extent permitted by law, we disclaim all implied warranties, including those of merchantability, fitness for a particular purpose, and non-infringement.
E. Indemnification
You agree to indemnify and hold harmless us, our personnel, and our subcontractors against any claim, loss, or cost, including reasonable legal fees, arising out of your use of the Services or Deliverables, your employment or hiring decisions, your breach of these Terms, the data or materials you provide, or any infringement of third-party rights by such materials.
Part Six: Ending the Relationship
A. Term
These Terms take effect upon your first use of the Services or first executed SOW and continue until all active SOWs have been completed, unless terminated earlier in accordance with this Part.
B. Termination for Convenience or Cause
Either party may terminate an engagement on thirty days’ written notice, in which case you shall pay for all completed work and committed costs. Either party may terminate immediately, on written notice, if the other materially breaches these Terms and fails to cure within fifteen days of notice, or becomes insolvent or ceases to trade.
C. Return of Data
Upon termination, we will, at your written request and within a reasonable period, return or delete the Employee Data in our possession, save where retention is required by law. Any such request must be made within thirty days of termination, as we are not obliged to retain your data indefinitely.
D. Non-Solicitation and Survival
For a period of twelve months following the end of a project, neither party shall directly solicit the personnel of the other who were involved in it, without prior written consent. General public advertisements are excluded from this restriction. The provisions relating to data, intellectual property, confidentiality, liability, and dispute resolution shall survive the termination or expiry of this agreement.
E. Force Majeure
Neither party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, pandemics, government action, war, labor disputes, power or network failures, cyberattacks, or outages affecting the HR platforms on which we rely. The affected party shall notify the other promptly and take reasonable steps to limit the impact.
Part Seven: Legal Details
A. Governing Law and Disputes
These Terms are governed by and construed in accordance with the laws of [Insert Governing State / Country], without regard to its conflict-of-laws principles. The parties shall first seek to resolve any dispute through good-faith negotiation. If the dispute is not resolved within thirty days of written notice, it shall be referred to binding arbitration at [Insert Arbitration Location] under the rules of the relevant arbitration body. The prevailing party shall be entitled to recover its reasonable legal fees and costs.
B. General Provisions
If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and the affected provision shall be modified to the minimum extent necessary to render it enforceable. A failure to enforce any right shall not constitute a waiver of it. You may not assign your rights under these Terms without our prior written consent, although we may assign ours to a successor entity. These Terms, together with any SOW and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior understandings on the same subject matter. We may amend these Terms from time to time and will provide at least thirty days’ notice of any material change; continued use of the Services constitutes acceptance. Where we provide a translation, the English version shall prevail.
C. Contact Us
For any question concerning these Terms, please contact us:
Email: [email protected]
Website: klavohr.com