Terms of Service

1. Interpretation and Scope

• Service: Means the software solutions provided by Identigate, including the SOJA Time & Attendance system, applications, dashboards, and associated value-added features.
• Confidential Information: Includes all non-public, proprietary, or sensitive information disclosed by one party to the other in connection with the provision and use of the Service.
• Your Data: Means all data, content, and information (including personal or employee logs) owned, held, or created by you or your invited users that is stored or inputted into the Service.

2. User Obligations

When accessing and utilizing the SOJA TA web service, you and your authorized staff members must:

• Use the Service strictly in accordance with these Terms solely for lawful internal business purposes.
• Not resell, sub-license, make the Service available to any unapproved third party, or otherwise commercially exploit our software applications.
• Not attempt to undermine the security or integrity of our underlying IT infrastructure or systems.
• Not copy, reproduce, translate, decompile, reverse-engineer, or modify our software solutions except to the extent permitted by applicable laws.
• Procure all necessary consents, approvals, and authorizations required to capture, process, and store employee data within the system.

3. Subscription Fees and Invoicing

• Payment Terms: Invoices are generated as agreed otherwise in writing between the parties. All payments must be made via check, electronic transfer, or wire transfer within thirty (30) days from the date of invoice issuance.
• Late Payments: Balances left unpaid beyond sixty (60) days past their expected payment date shall be deemed late payments and will accrue interest at a rate of 2.5% per month on the amount due.
• Fee Adjustments: We may increase subscription fees by providing at least thirty (30) days' notice. Continued use of the platform following the effective date of a fee change denotes absolute acceptance of the updated pricing structure.

4. Data Ownership, Protection, and Compliance

• Data Ownership: Title to and all intellectual property rights in Your Data remain entirely your property.
• Data Processing Role: You acknowledge and agree that in collecting, holding, and processing employee data through the Service, Identigate acts strictly as a data processor for the purposes of Kenya's Data Protection Act, 2019.
• Data Access & Backups: We employ standard industry measures to secure and back up your data. We retain authorized operational access to system logs solely to perform technical maintenance or fulfill contractual obligations.

5. Initial Term, Renewal, and Termination

• Agreement Term: This Agreement shall commence on the Start Date and remain in effect for an initial period of one (1) year ("Initial Term"). It shall automatically renew for successive one-year periods unless terminated in accordance with this section.
• Termination for Convenience: Either party may terminate this Agreement at the end of a term by providing thirty (30) days' prior written notice.
• Termination for Cause: Either party may terminate immediately if the other party commits a material breach and fails to remedy it within fourteen (14) days of receiving written notice.
• Data Export: Upon request and prior to account termination or expiration, we will provide you with the ability to export your organization's data in a commonly used, machine-readable format.

6. Warranties and Limitation of Liability

• Service Warranty: The platform is provided on an "as is" and "as available" basis. We make no representations that the Service will meet all specific operational needs, be entirely error-free, uninterrupted, or fully secure against all vectors of malicious code.
• Liability Cap: Our maximum aggregate liability under or in connection with these Terms, whether in contract, tort (including negligence), or breach of statutory duty, shall not in any single year exceed Kshs 100,000.
• Exclusion of Damages: Neither party shall be liable to the other for any loss of profits, revenue, anticipated savings, data, goodwill, or any indirect, incidental, special, or consequential loss of any kind.

7. Governing Law and Dispute Resolution

These Terms, and any dispute or claim relating to them or the Service, are governed by and must be interpreted in accordance with the laws of Kenya. Each party irrevocably submits to the non-exclusive jurisdiction of the Courts of Kenya in relation to any dispute connected with these Terms or the use of our applications.