Legal hub
Every agreement, policy and addendum that governs JaliHR, with the version in force, the date it takes effect and the full history of changes.
1.1. By creating a JaliHR account, accessing the JaliHR Platform, signing an Order Form, or otherwise using any JaliHR product or service, you agree to be bound by these terms and conditions (these "Platform Terms" or "Terms").
1.2. In these Terms, "JaliHR", "we", "us" and "our" mean Getjali Group Limited, a private company limited by shares incorporated in the Republic of Uganda on 25 August 2025 under company registration number 80034378822719, with its registered office at Level 5, Padre Pio House, Lumumba Avenue, Kampala, Uganda, trading as "JaliHR" and its Affiliates, as applicable. "You" and "Customer" mean the person or organisation accessing or using the Platform, whether individually or on behalf of an organisation you represent. If you use the Platform on behalf of an organisation, "you" includes that organisation and its Affiliates.
1.3. JaliHR provides a multi-tenant, cloud-based human resources management platform that enables organisations to maintain employee records, run payroll, manage leave, time and attendance, contracts and documents, performance, goals and competencies, recruitment, learning, workforce planning and compensation, and to access related workforce management and reporting tools (together, the "Services"). The Services are made available through our web application at app.jalihr.org, our website at jalihr.org, any mobile or desktop application we publish, and any application programming interface, integration endpoint or other interface we make available (together, the "Platform").
1.4. These Terms set the general framework for your use of the Platform. They must be read together with:
(a) any Order Form you sign or accept, and the Order Form Terms;
(b) the Service Terms applicable to the particular Modules and Categories you have subscribed to;
(c) the Acceptable Use and Prohibited Activities Policy;
(d) the AI Terms;
(e) the Data Processing Addendum ("DPA") and the Privacy Policy;
(f) the Support Policy and Service Levels;
(g) where applicable, the JaliHR Giveaway Programme Terms; and
(h) any other policy, addendum, schedule or document referenced in these Terms,
each of which is incorporated into these Terms by reference and forms part of the agreement between you and JaliHR (the "Agreement").
1.5. Order of precedence. Where there is a conflict or inconsistency between the documents forming the Agreement, the following order of precedence applies, and only to the extent of the inconsistency and only in respect of the Service to which the conflicting document relates:
(a) a signed Order Form (including any Statement of Work or annexure to it);
(b) the Data Processing Addendum, in respect of the processing of Personal Data only;
(c) the applicable Service Terms;
(d) the Support Policy and Service Levels;
(e) these Platform Terms;
(f) all other referenced policies.
A conflict does not exist merely because one document deals with a matter in more detail than another.
1.6. Plain-language summaries. Certain clauses are accompanied by a plain-language summary shown in italics and marked "In plain terms". These summaries are provided for convenience only. They are not legally binding, they do not form part of the Agreement, and they do not limit or expand the operative text. Please read the full clause.
1.7. Important notice. Clause 29 (Governing law) and clause 30 (Dispute resolution) require most disputes to be resolved by confidential, binding arbitration seated in Kampala, Uganda, on an individual basis, and contain a waiver of class, collective and representative proceedings to the maximum extent permitted by Applicable Law. Please read those clauses carefully.
In plain terms: this page is the master rulebook. Your signed Order Form beats it, the data protection addendum beats it on data questions, and the module-specific terms beat it on module-specific questions. Disputes go to arbitration in Kampala.
Capitalised terms used but not defined elsewhere in these Terms have the following meanings.
2.1. "Account" means the registered workspace that allows a Customer and its Authorised Users to access the Platform and the Services.
2.2. "Account Owner" means the organisation that registers the Account, or where the registrant is an individual acting in a personal capacity, that individual. The Account Owner is the contracting party under the Agreement and is responsible for all use of the Account.
2.3. "Administrator" means an Authorised User designated by the Account Owner to manage Account settings, Modules, roles, permissions and users, and to act on behalf of the Account Owner in relation to the Account.
2.4. "Affiliate" means, in relation to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity, where "control" means the ownership of more than fifty per cent (50%) of the voting securities or the power to direct the management and policies of that entity.
2.5. "Applicable Law" means any applicable statute, regulation, statutory instrument, rule, common law, judgment, order, directive, code, binding guidance, licence condition, treaty or other legal requirement of any competent authority in any relevant jurisdiction, including in the Republic of Uganda and in each jurisdiction in which the Customer operates or in which Worker Data is processed.
2.6. "Authorised User" means any individual authorised by the Account Owner to access the Platform under the Account, including Administrators, managers, human resources personnel, finance personnel, approvers and Employee Users.
2.7. "Beta Feature" means any feature, Module, integration or functionality identified by JaliHR as alpha, beta, preview, early access, pilot, trial, experimental or not generally available.
2.8. "Billing Period" means the recurring interval, ordinarily a calendar month, over which Fees for the Services are measured and invoiced, as specified in the Order Form.
2.9. "Category" means a commercial grouping of Modules that the Customer subscribes to, which carries the price and operates as the permission gate for the Modules within it. The current Categories are Core, Manage, Growth, Engage, Plan, Hire, Pay and Reports, as they may be varied by JaliHR from time to time.
2.10. "Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), in any form, that is identified as confidential or proprietary or that a reasonable person would understand to be confidential in the circumstances, including Order Forms, pricing, business and technical information, Customer Data, compensation and payroll data, product roadmaps, source code, security documentation, audit reports and third-party certifications. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party without a duty of confidence before disclosure; (c) was lawfully received from a third party without a duty of confidence; or (d) was independently developed without use of or reference to the Disclosing Party's Confidential Information.
2.11. "Country Packet" means the set of statutory calculation rules, contribution rates, tax tables, filing formats and localisation logic that JaliHR applies to a Worker on the basis of that Worker's country of engagement.
2.12. "Customer Data" means all data, records, documents, files and other content submitted to, uploaded to, or generated within the Platform by or on behalf of the Customer or any Authorised User, including Worker Data, payroll inputs and outputs, documents, contracts, performance records, compensation data and configuration data. Customer Data excludes Usage Data and JaliHR Materials.
2.13. "Data Protection Laws" means all Applicable Law relating to the processing of Personal Data and privacy, including the Uganda Data Protection and Privacy Act, 2019 and the Data Protection and Privacy Regulations, 2021; and, to the extent applicable to a party's processing, Regulation (EU) 2016/679 (the "GDPR"), the UK GDPR and Data Protection Act 2018, the Kenya Data Protection Act, 2019, the Nigeria Data Protection Act, 2023, and equivalent legislation in any other jurisdiction in which Personal Data is processed under the Agreement.
2.14. "Disbursement Services" means any Service under which JaliHR, through a Payment Partner, facilitates the transmission of net pay, allowances, reimbursements or other amounts from the Customer to Workers or third parties.
2.15. "Documentation" means the user guides, help centre articles, in-product guidance, release notes and technical documentation that JaliHR makes generally available for the Platform, as updated from time to time.
2.16. "Employee User" means an individual who is engaged by the Customer as an employee, worker, intern, contractor or otherwise and who is given access to the Platform through the Customer's Account, whether through a self-service portal, mobile application or otherwise.
2.17. "Fees" means all amounts payable for the Platform and Services, including subscription fees, per-Worker fees, implementation and onboarding fees, Professional Services fees, usage-based fees, overage fees, add-on fees and any fees for additional or modified Services under clause 6.6.
2.18. "Force Majeure Event" has the meaning given in clause 26.
2.19. "Giveaway Programme" means the JaliHR programme under which a limited number of organisations receive access to specified Modules without payment of a licence fee, on the terms of the JaliHR Giveaway Programme Terms.
2.20. "Headcount Snapshot" means the count of active Workers on the Customer's Account, frozen at 23:59 East Africa Time (EAT) on the last calendar day of a Billing Period, used to calculate per-Worker Fees for that Billing Period.
2.21. "Insolvency Event" means, in relation to a party, that it: (a) is unable to pay its debts as they fall due; (b) makes a general assignment or composition for the benefit of its creditors; (c) enters, or becomes subject to, any bankruptcy, winding-up, liquidation, receivership, administration or analogous proceeding that is not dismissed or withdrawn within sixty (60) days; (d) has a receiver, administrator, liquidator or similar officer appointed over the whole or a material part of its business or assets; or (e) ceases, or threatens to cease, to carry on all or a substantial part of its business.
2.22. "Intellectual Property Rights" means all patents, copyright and related rights, database rights, trade marks, service marks, trade names, get-up, goodwill, design rights, rights in software and source code, know-how, trade secrets, rights in confidential information, moral rights, rights of publicity, and all other intellectual and industrial property rights, in each case whether registered or unregistered and including all applications, registrations, renewals, extensions and rights to claim priority.
2.23. "JaliHR Materials" means the Platform, the Services, the Documentation, all software, code, models, algorithms, interfaces, templates, designs, benchmark methodologies, workflows, look and feel, and all other materials made available by JaliHR, together with all Intellectual Property Rights in them, but excluding Customer Data.
2.24. "Losses" means all claims, demands, proceedings, damages, losses, liabilities, fines, penalties, awards, settlements, costs and expenses, including reasonable legal and professional fees.
2.25. "Minimum Term" means the initial committed term for a Service specified in the Order Form.
2.26. "Module" means a discrete functional area of the Platform sitting within a Category. Modules carry no price of their own; the Category carries the price and gates access.
2.27. "Order Form" means any ordering document, quotation accepted in writing, online checkout, in-product subscription confirmation or other record specifying the Categories, Modules, term, Worker volumes and commercial terms agreed between the parties.
2.28. "Payment Partner" means a licensed bank, payment service provider, mobile money operator, electronic money issuer, aggregator or other financial institution engaged by JaliHR or by the Customer in connection with funding, collection or disbursement, including [MTN Mobile Money], [Airtel Money], [INSERT CARD/LINK PROCESSOR] and any bank nominated by the Customer.
2.29. "Personal Data" has the meaning given in the applicable Data Protection Laws and, in Uganda, includes "personal data" and "special personal data" as defined in the Data Protection and Privacy Act, 2019.
2.30. "Professional Services" means implementation, configuration, data migration, integration, training, advisory or other services delivered by JaliHR outside the standard Platform subscription, as described in an Order Form or Statement of Work.
2.31. "Rail Partner" means any third party, including any Affiliate of JaliHR, that operates a payroll-deduction, benefits, savings, insurance, education-payment or credit facility that the Customer elects to enable on its Account, as further described in clause 10.
2.32. "Renewal Term" has the meaning given in clause 23.2.
2.33. "Services" and "Platform" have the meanings given in clause 1.3.
2.34. "Service Terms" means the module-specific terms published by JaliHR that apply to particular Categories or Modules.
2.35. "Statutory Filings" means returns, declarations, schedules, remittances and registrations required by a revenue, social security, pension, labour or local government authority, including in Uganda the Uganda Revenue Authority (URA) in respect of Pay As You Earn, the National Social Security Fund (NSSF), and the relevant local government in respect of Local Service Tax.
2.36. "Subprocessor" means a third party engaged by JaliHR to process Personal Data on behalf of the Customer, as listed in Annex 3 to the DPA.
2.37. "Taxes" means all sales, consumption, value added, goods and services, withholding, excise, stamp, digital services and similar taxes, duties, levies and government charges, together with any interest and penalties, excluding taxes on JaliHR's net income.
2.38. "Third Party Product" means any platform, application, software, service, data source or content that is not owned or controlled by JaliHR and that the Customer elects to connect to, or use with, the Platform.
2.39. "Trial" means any time-limited access to the Platform or to particular Modules provided without charge, whether described as a trial, pilot, sandbox or proof of concept.
2.40. "Usage Data" means technical and operational data generated by or in connection with the operation of the Platform, including logs, telemetry, performance metrics, error reports, feature usage counts and security event records, in each case excluding Customer Data.
2.41. "User" means any individual or organisation that registers for, accesses or uses the Platform, including Customers, Administrators, Authorised Users, Employee Users, applicants and Workers.
2.42. "Worker" means any individual recorded on the Customer's Account as an employee, director, worker, intern, casual worker, contractor or service provider of the Customer or of a Customer Affiliate.
2.43. "Worker Data" means Customer Data relating to an identified or identifiable Worker.
3.1. To access the Services you must register an Account. The Account Owner is the contracting party under the Agreement and is responsible for all activity conducted under the Account, including activity by Authorised Users, Employee Users, Administrators and any person to whom credentials are made available, whether or not that activity was authorised.
3.2. If you register or use the Platform on behalf of an organisation, you represent and warrant that: (a) you are duly authorised to bind that organisation to the Agreement; (b) the organisation is duly incorporated or constituted and in good standing under the laws of its jurisdiction; and (c) the organisation is legally and financially responsible for all access to and use of the Platform under the Account.
3.3. You agree to provide accurate, complete and current information requested by JaliHR at registration and at any time afterwards, including the organisation's full registered legal name, registration number, tax identification number (in Uganda, the URA TIN), NSSF employer number where applicable, registered and physical address, beneficial ownership information, authorised signatories and the identity of the Account Owner and Administrators. You will promptly provide any further information or documentation reasonably requested by JaliHR or a Payment Partner for onboarding, verification, sanctions screening, anti-money laundering, tax or ongoing compliance purposes.
3.4. JaliHR may conduct due diligence, identity verification and screening before activating an Account and at any time during the term. JaliHR may refuse, suspend, restrict or terminate an Account where required information is incomplete, inaccurate, outdated or not provided in a reasonable time, or where the results of screening are, in JaliHR's reasonable opinion, unsatisfactory.
3.5. You must designate at least one Administrator. You must maintain at least one Administrator at all times and must notify JaliHR promptly if the sole Administrator leaves your organisation or loses authority to act.
3.6. To register an Account in an individual capacity you must be at least eighteen (18) years old or the age of majority in your jurisdiction, whichever is greater. Employee Users under the age of eighteen may only be given Platform access where the Customer confirms that the engagement is lawful in the relevant jurisdiction and that all necessary parental or guardian consents and data protection safeguards are in place. The Customer is solely responsible for that determination.
3.7. You may not register or use an Account if you are located in, ordinarily resident in, organised under the laws of, or acting on behalf of any person or territory subject to comprehensive sanctions, or if you are otherwise a Restricted Party as defined in clause 25.
3.8. JaliHR may refuse any Account application at its discretion, including for suspected non-compliance, fraud, credit risk, prior termination or duplicate registration.
In plain terms: register with real, complete details, keep at least one administrator, and expect us to verify who you are. Whatever happens under your account is your responsibility.
4.1. The Platform uses role-based access control. The Account Owner, acting through its Administrators, is solely responsible for: (a) creating, assigning and reviewing roles and permissions; (b) determining which Authorised Users may view, export or amend Worker Data, payroll data and compensation data; (c) configuring approval chains, delegation and substitution rules; and (d) promptly disabling access for any person who leaves the organisation, changes role, or no longer requires access.
4.2. JaliHR will give effect to the permissions configured by the Customer. JaliHR is not responsible for the appropriateness of the Customer's permission design, for over-broad access granted by an Administrator, or for the consequences of the Customer's failure to revoke access.
4.3. The Customer is responsible for reviewing access rights at least every six (6) months, and immediately following any restructuring, redundancy, dismissal or security incident affecting an Authorised User.
4.4. Employee Users. Where the Customer grants Platform access to Employee Users, the Customer remains the Account Owner and the controller of the Worker Data. Employee Users access the Platform under the Customer's Account and subject to these Terms. JaliHR may communicate directly with Employee Users for account security, authentication, service notification and support purposes.
4.5. Credentials and account security. You are solely responsible for the security of your devices, credentials and authentication factors. You must not share credentials between individuals, use generic or shared accounts for individual Authorised Users, or embed credentials in shared documents, code repositories, spreadsheets or any location accessible to unauthorised persons. Where JaliHR makes multi-factor authentication or single sign-on available, JaliHR strongly recommends that the Customer enable it for all Administrators and for any Authorised User with access to payroll or compensation data.
4.6. If you know or suspect that any credential or Account has been compromised, you must disable the affected access where possible and notify JaliHR in writing at security@jalihr.org without delay. On receipt, JaliHR will take reasonable steps to block the affected access as soon as reasonably practicable and will confirm to you when the block has been applied. You remain liable for all activity under the Account until JaliHR confirms the block has taken effect.
4.7. JaliHR does not guarantee that all unauthorised access can be prevented, detected or remediated.
5.1. Subject to the Customer's compliance with the Agreement and payment of all applicable Fees, JaliHR grants the Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable right, during the term, to access and use the Platform and the subscribed Categories and Modules for the Customer's own internal business and workforce administration purposes, within the Worker volumes and usage limits stated in the Order Form.
5.2. The Customer will not, and will not permit any third party to:
(a) resell, sublicense, rent, lease, distribute, or make the Platform available to any person who is not an Authorised User, or operate the Platform as a service bureau on behalf of third parties, unless expressly permitted in an Order Form;
(b) copy, modify, translate, adapt or create derivative works of the Platform or JaliHR Materials;
(c) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code, architecture, models or algorithms of the Platform, except and only to the extent that this restriction is expressly prohibited by Applicable Law;
(d) scrape, crawl, harvest, bulk-extract or systematically retrieve data from the Platform other than through functionality JaliHR expressly provides for that purpose;
(e) use the Platform, its outputs, its Documentation or any benchmark data to build, train, develop, market or assist in the development of a competing product or service;
(f) circumvent or attempt to circumvent any usage limit, Worker count, Category gate, permission control, rate limit, licence restriction or billing mechanism;
(g) probe, scan or test the vulnerability of the Platform, or breach or circumvent any security or authentication measure, except under a written authorisation from JaliHR or in accordance with a published responsible disclosure policy;
(h) remove, obscure or alter any proprietary notice; or
(i) use the Platform in breach of the Acceptable Use and Prohibited Activities Policy or Applicable Law.
5.3. The Customer remains the employer. The Customer is and remains the employer, principal or engaging entity of each Worker. JaliHR is a software provider. Except where expressly agreed in a signed Order Form, JaliHR does not act as an employer, co-employer, employer of record, professional employer organisation, labour supplier, recruitment agency, payroll bureau of record, tax agent or authorised representative of the Customer before any authority. The Customer is solely responsible for:
(a) the classification of each individual as an employee, casual worker, contractor or otherwise;
(b) the terms, lawfulness and enforceability of every employment or engagement contract, including contracts generated using Platform templates;
(c) all statutory entitlements, including minimum wage, working time, overtime, leave, notice, severance and termination obligations;
(d) the accuracy, completeness and timeliness of all payroll inputs, statutory identifiers, bank and mobile money details, and rate and allowance configurations;
(e) the review, approval, submission and payment of all Statutory Filings and statutory contributions; and
(f) all decisions taken about individuals, including hiring, promotion, discipline, performance rating, level assignment, compensation, restructuring and termination.
5.4. Garbage in, garbage out. The Platform calculates on the basis of the data and configuration the Customer supplies. The Customer acknowledges that incorrect inputs (including incorrect gross pay, incorrect country of engagement, incorrect statutory identifiers, incorrect bank or wallet details, or incorrect effective dates) will produce incorrect outputs, and that JaliHR has no obligation to detect, question or correct Customer inputs.
5.5. The Customer will cooperate in good faith with JaliHR where JaliHR requests information in order to comply with Applicable Law, a regulatory obligation, a Payment Partner requirement, or a lawful request from a court, regulator, tax authority or law enforcement agency. JaliHR is entitled to rely on the accuracy and completeness of information the Customer provides and is not required to verify it independently.
5.6. The Customer is solely responsible for any content, documents, communications or data it makes accessible to other Users or to third parties through the Platform, including through sharing settings, exports, integrations and public job postings.
5.7. Notices to Workers. The Customer will ensure that each Worker and Employee User is given the notices and, where required, provides the consents necessary under Data Protection Laws and employment law for the processing of their Personal Data on the Platform, including in relation to biometric data, location data, monitoring, performance assessment and any benefits or deduction facility enabled under clause 10.
In plain terms: you are the employer and the system does what you configure it to do. We give you the tool and the calculations; the decisions, the filings and the data quality are yours.
6.1. JaliHR will provide the Platform and Services with reasonable care and skill and substantially in accordance with the Documentation, and will maintain the technical and organisational security measures described in Annex 2 to the DPA.
6.2. We are not your adviser. JaliHR is not a law firm, accountancy practice, tax adviser, actuary, insurance broker, financial adviser or licensed human resources practitioner, and does not provide legal, tax, accounting, immigration, actuarial, financial or professional human resources advice. Any templates, sample contracts, policy wording, statutory tables, calculators, benchmarks, guidance notes, in-product tips or AI outputs made available through the Platform are provided for general information only, may not reflect your jurisdiction, sector or circumstances, and are used entirely at your own risk. You should obtain advice from an appropriately qualified professional before relying on them.
6.3. JaliHR may add to, update, improve, modify, re-package, re-price on renewal, suspend or discontinue any part of the Platform, any Category, any Module, any Country Packet or any integration. JaliHR will use reasonable efforts to give advance notice of any change that materially and adversely reduces the core functionality of a Category the Customer has paid for, and where such a change is made during a paid term and materially and adversely affects the Customer, the Customer may terminate the affected Category on thirty (30) days' written notice and receive a pro-rated refund of prepaid, unused Fees for that Category as its sole remedy.
6.4. Not all Services, Modules, Country Packets, integrations or Payment Partners are available to all Customers. Availability may depend on Account type, Category subscription, jurisdiction, Worker volume, Payment Partner coverage and regulatory status. JaliHR does not warrant that the Services will meet the Customer's specific regulatory, statutory or operational requirements.
6.5. JaliHR may engage Affiliates, contractors, agents and third-party service providers, including Subprocessors, to perform or assist in performing any part of the Services. JaliHR remains responsible for the performance of the Services in accordance with the Agreement, including for the acts and omissions of those parties in performing the Services. The engagement of a third party by JaliHR does not create a contractual relationship between the Customer and that third party.
6.6. Regulatory and partner-driven change. Regulators, tax and social security authorities, banks, card schemes, mobile money operators and other competent authorities may impose requirements that oblige JaliHR to modify, suspend, replace or add features, controls or compliance steps, or that increase JaliHR's cost of providing the Services (including new levies, digital services taxes, statutory fees or partner charges), whether prospectively or retrospectively. Where this occurs, JaliHR may pass through the reasonable incremental cost and may charge additional Fees for the modified or additional Services. JaliHR will notify the Customer in advance where reasonably practicable and, where required, reflect the change in an updated Order Form.
6.7. Country Packets. Where JaliHR publishes a Country Packet, it reflects JaliHR's good faith understanding of the statutory position at the time of publication. Statutory rates, thresholds and filing formats change, sometimes with retrospective effect. JaliHR will use reasonable efforts to update Country Packets promptly following a published change, but does not warrant that any Country Packet is complete, current or correct at any given moment, and the Customer remains responsible for verifying calculations before approving a payroll run.
6.8. New and optional Services. JaliHR may from time to time make new or previously unavailable Modules, Categories or features available to the Customer, whether on a complimentary or paid basis. Any Service provided on a complimentary, trial, goodwill, ad hoc or out-of-scope basis is provided as a courtesy and creates no ongoing obligation to continue providing it without charge. Where JaliHR intends to charge for a Service the Customer is already using, JaliHR will give at least thirty (30) days' written notice before Fees begin to accrue.
7.1. Ownership. As between the parties, the Customer owns and retains all right, title and interest in and to the Customer Data. JaliHR claims no ownership of Customer Data.
7.2. Licence to JaliHR. The Customer grants JaliHR and its Subprocessors a non-exclusive, worldwide, royalty-free, fully paid-up licence to host, store, copy, transmit, display, process, adapt, index and otherwise use the Customer Data solely to: (a) provide, maintain, secure and support the Platform and Services; (b) prevent and investigate fraud, abuse and security incidents; (c) comply with Applicable Law; and (d) perform JaliHR's obligations under the Agreement. This licence terminates on deletion of the Customer Data in accordance with clause 24, except to the extent retention is required by Applicable Law or for the establishment, exercise or defence of legal claims.
7.3. Aggregated and de-identified data. JaliHR may generate and use aggregated, statistical and de-identified data derived from Customer Data and Usage Data to operate, secure, benchmark, analyse, improve and develop the Platform and JaliHR's other products and to produce market insights. JaliHR will only use such data where it has been aggregated or de-identified so that it does not identify, and cannot reasonably be used to identify, the Customer, any Worker or any individual, and JaliHR will not publish or make available any output that identifies the Customer or that discloses the Customer as the source of the underlying data without the Customer's prior written consent. JaliHR will not re-identify, or attempt to re-identify, any de-identified data.
Commercial note for review: if JaliHR intends to use client payroll and compensation data to power JaliData compensation benchmarks, this clause is the licence that permits it. Some enterprise customers will strike it. See the General Counsel memo, item 6.
7.4. No model training on Customer Data. JaliHR does not use Customer Data to train or fine-tune general-purpose artificial intelligence or machine learning models, and contractually requires its Subprocessors that provide AI services not to do so. Further provisions are set out in the AI Terms.
7.5. Confidentiality of Customer Data. All Customer Data is deemed Confidential Information of the Customer.
7.6. Accuracy and lawfulness. The Customer is solely responsible for the accuracy, quality, integrity, legality and reliability of Customer Data and for ensuring it has all necessary rights, lawful bases, consents and authorisations to submit Customer Data to the Platform and to permit its processing as contemplated by the Agreement. The Customer represents and warrants that Customer Data does not and will not infringe the rights of any third party or breach Applicable Law.
7.7. Prohibited content. The Customer will not upload or transmit Customer Data that: contains malicious code; imposes an unreasonable or disproportionate load on the Platform; is defamatory, harassing, discriminatory, obscene or unlawful; infringes or misappropriates the Intellectual Property Rights, moral rights, publicity rights or privacy rights of any person; or that the Customer knows or ought reasonably to know is false, fraudulent, stolen or in furtherance of unlawful activity. JaliHR may restrict, quarantine or remove Customer Data that it reasonably believes breaches this clause, and will notify the Customer where lawful and practicable to do so.
7.8. Monitoring. JaliHR reserves the right, but has no obligation, to monitor, review or remove Customer Data. JaliHR assumes no responsibility for failing to detect or prevent unlawful or unauthorised content or activity.
7.9. Special categories of data. The Customer will not upload to the Platform any Personal Data of a category for which the relevant Module is not designed, including health records, medical diagnoses, biometric templates, criminal records or trade union membership, unless the Module expressly supports that category and the Customer has satisfied the heightened requirements of Data Protection Laws. Where the Customer does so, the Customer accepts the additional risk and indemnifies JaliHR under clause 21.3.
7.10. Backups and export. JaliHR maintains backups of the Platform in accordance with Annex 2 to the DPA. The Platform is not a records-retention or archival service. The Customer is responsible for maintaining its own statutory employment, payroll and tax records for the periods required by Applicable Law, and may export Customer Data at any time during the term using the export functionality JaliHR makes available.
This clause applies where the Customer subscribes to any Module within the Pay Category. It is supplemented by the Service Terms.
8.1. What the payroll Service is. The payroll Modules calculate gross-to-net pay, allowances, deductions, statutory contributions and employer costs on the basis of the Customer's configuration and inputs, generate payslips and payroll registers, and prepare Statutory Filing files and payment instruction files in the formats supported by JaliHR.
8.2. What the payroll Service is not. Unless expressly agreed in a signed Order Form, JaliHR does not: (a) submit Statutory Filings to any authority on the Customer's behalf; (b) remit PAYE, NSSF, Local Service Tax or any other statutory amount to any authority; (c) act as the Customer's tax agent or representative; (d) provide advice on the correct tax or social security treatment of any pay element; or (e) verify the Customer's compliance with employment or tax law.
8.3. Approval and cut-off. The Customer must review and approve each payroll run before it is finalised. Approval is given by an Authorised User holding the relevant permission. JaliHR publishes processing cut-off times for each payroll cycle and, where disbursement is involved, for each Payment Partner. Instructions received after a cut-off may be processed in the next available cycle. Time zones for cut-offs are stated in EAT unless otherwise specified.
8.4. Finality and corrections. Once a payroll run is finalised, the payroll register and payslips for that period are locked and become part of the Customer's statutory record. Corrections are made by way of an adjustment, off-cycle run or retrospective entry in a subsequent period, and not by silent amendment of a closed period. JaliHR will preserve an audit trail of all corrections.
8.5. JaliHR's remedy for calculation error. Where a payroll error is caused solely by a defect in the Platform (and not by Customer inputs, configuration, third-party data, or a statutory change not yet published), JaliHR's obligation is limited to: (a) correcting the defect; (b) re-running the affected calculation; and (c) providing the Customer with a corrected register and payslips, in each case without charge and with reasonable priority. This is without prejudice to clause 22, and interest, penalties and consequential amounts are subject to the caps in clause 22.
8.6. Statutory penalties. The Customer is responsible for all interest, penalties, surcharges and assessments imposed by any authority, except to the extent directly caused by a defect in the Platform, in which case liability is subject to clause 22.
8.7. Multi-country payroll. Where the Customer runs payroll across more than one country, statutory logic is applied at Worker level on the basis of each Worker's recorded country of engagement. The Customer is responsible for recording the correct country for each Worker and for confirming that it is lawfully entitled to engage and pay that Worker in that country. JaliHR does not advise on permanent establishment, posted worker rules, immigration status or cross-border tax exposure.
8.8. Retention of payroll records. The Customer acknowledges that payroll and tax records must be retained for the periods prescribed by Applicable Law (in Uganda, generally not less than five (5) years) and that this obligation sits with the Customer, notwithstanding any deletion of the Account under clause 24.
This clause applies only where the Customer elects to use Disbursement Services through the Platform.
9.1. No licensed financial activity by JaliHR. JaliHR is a technology provider. JaliHR does not carry on banking business, does not take deposits, does not issue electronic money, does not operate a payment system, and does not provide money remittance services. Where the Platform facilitates the movement of funds, that movement is performed by a Payment Partner that is licensed and regulated in the relevant jurisdiction, including, in Uganda, under the National Payment Systems Act, 2020 and the Financial Institutions Act, as applicable.
9.2. Pre-funding. Disbursements are made only from funds pre-funded by the Customer to the designated Payment Partner account and confirmed as cleared. JaliHR is under no obligation to advance, front, guarantee or lend any amount, and no disbursement instruction creates a payment obligation on JaliHR. The Customer bears the risk of delays in clearing.
9.3. Instructions. The Customer is solely responsible for the accuracy of every disbursement instruction, including beneficiary names, account numbers, mobile money numbers, amounts, currency and value dates. JaliHR and its Payment Partners may rely on the details submitted and are not obliged to verify that a beneficiary name matches an account. Once an instruction has been released to a Payment Partner it may be irrevocable.
9.4. Failed, returned and recalled payments. Where a payment fails, is returned or is recalled, JaliHR will pass through the Payment Partner's status and, where funds are returned, procure their return to the Customer's funding balance, net of any charges. JaliHR is not liable for a Payment Partner's charges, timelines, recall outcomes or refusal to process.
9.5. Limited agency. Where JaliHR receives funds from the Customer for onward transmission, it does so solely as the Customer's limited agent for payment facilitation, and not as trustee or fiduciary. No interest accrues to the Customer on funds held in transit. JaliHR may set off amounts the Customer owes JaliHR against funds held for the Customer, having first given notice where practicable.
9.6. Screening and refusal. JaliHR and its Payment Partners may delay, suspend, refuse, return or report any transaction where required by Applicable Law or internal compliance policy, including in connection with sanctions, anti-money laundering, counter-terrorist financing or fraud controls, and may be prohibited by law from telling the Customer why.
9.7. Charges and foreign exchange. The Customer is responsible for all Payment Partner charges, intermediary bank charges, mobile money charges, card scheme fees, and all foreign exchange costs, spreads and conversion fees. JaliHR does not set, control or guarantee exchange rates and is not liable for losses arising from rate movements.
This clause applies only where the Customer elects to enable a benefits, savings, insurance, education payment or payroll-deduction facility on its Account.
10.1. Optional, not a condition. Enabling any benefits or deduction facility is optional. It is not a condition of access to the Platform, of the Giveaway Programme, or of any Category or Module the Customer has subscribed to.
10.2. Role of the Rail Partner. Benefits, savings, insurance, education payment, advance and credit facilities are provided by a Rail Partner and by the financial institutions, insurers, providers and merchants participating on that Rail Partner's network, and not by JaliHR. JaliHR provides the software connection: it records the facility, calculates the deduction and presents it in the payroll run. JaliHR is not a lender, insurer, insurance broker or agent, deposit-taker, credit reference bureau or financial adviser, and makes no credit decision, underwriting decision or suitability assessment.
10.3. Separate contracts. Each Worker's participation is governed by a separate contract between that Worker and the relevant Rail Partner or provider, and the Customer's participation is governed by a separate employer agreement with the Rail Partner. Those contracts are not part of this Agreement. JaliHR is not a party to them and disclaims liability under them.
10.4. Deduction mandate and authority. The Customer will not instruct, and JaliHR will not process, any deduction from a Worker's pay unless: (a) the deduction is authorised by the Worker in writing or by an equivalent auditable electronic mandate; and (b) the deduction is permitted by Applicable Law, including any statutory restriction on deductions from wages. The Customer is responsible for obtaining, retaining and, on request, producing each mandate.
10.5. Priority and limits. Statutory deductions and court-ordered attachments take priority over all voluntary deductions. The Customer is responsible for ensuring that the aggregate of all deductions does not breach any statutory limit on deductions from wages, any minimum take-home requirement, or any internal affordability limit the Customer has set. Where a deduction cannot be taken in full, the Platform applies the priority order configured by the Customer, and the shortfall is a matter between the Worker and the Rail Partner.
10.6. Over-deduction and reversal. Where a deduction is taken in error, the Customer must notify JaliHR promptly. Correction is made by adjustment in a subsequent run under clause 8.4 and, where funds have been remitted, is subject to recovery from the recipient. JaliHR's liability for a deduction error caused solely by a Platform defect is subject to clause 22.
10.7. Disclosure. The Customer acknowledges that enabling a benefits or deduction facility involves disclosing Worker Data to the Rail Partner and, where applicable, to participating providers, and that the Rail Partner acts as an independent controller of that data for its own purposes. The Customer is responsible for the lawful basis for that disclosure and for informing Workers of it. The Rail Partner is identified in Annex 3 to the DPA.
In plain terms: benefits and deductions are optional, they are operated by a separate financial partner rather than by JaliHR, every deduction needs the worker's written mandate, and statutory deductions always come first.
11.1. Pricing basis. Unless an Order Form states otherwise, Fees for the Platform are charged per active Worker per Billing Period, in United States Dollars, at Category level. Modules within a Category carry no separate price. Pricing is set by JaliHR and may vary between Customers by reference to volume, term, jurisdiction, implementation complexity, payment behaviour and risk profile. JaliHR is under no obligation to offer any Customer the pricing offered to another.
11.2. Measurement. Per-Worker Fees are calculated from the Headcount Snapshot taken at 23:59 EAT on the last calendar day of the Billing Period. A Worker who is active for any part of a Billing Period and who is included in the Headcount Snapshot counts in full for that Billing Period. No pro-rating applies to partial periods unless stated in the Order Form.
11.3. Subscription record. The Customer's subscription record is append-only and effective-dated. Changes to Categories, Worker volumes or pricing take effect from the effective date recorded against the change and do not retrospectively alter a closed Billing Period.
11.4. Invoices. Invoices are issued and made available through the Account and, where applicable, by email. Invoices, once issued, are immutable; adjustments are made by credit note or by a subsequent invoice, and not by amendment of an issued invoice. Where JaliHR is registered for value added tax in Uganda, invoices are issued through the Uganda Revenue Authority's Electronic Fiscal Receipting and Invoicing System (EFRIS) and the EFRIS-issued invoice is the tax document of record.
11.5. Payment terms. Unless the Order Form states otherwise, invoices are payable within fifteen (15) days of the invoice date, without set-off, counterclaim, deduction or withholding except as required by Applicable Law.
11.6. Taxes. All Fees are exclusive of Taxes. The Customer is responsible for all Taxes arising in connection with the Services other than taxes on JaliHR's net income. Where JaliHR is required to charge value added tax or an equivalent, it will be added to the invoice.
11.7. Withholding tax and gross-up. If the Customer is required by Applicable Law to withhold or deduct any amount from a payment to JaliHR (including withholding tax on payments to suppliers under the Income Tax Act of Uganda), the Customer will: (a) pay the required amount to the relevant authority within the statutory period; (b) increase the sum payable to JaliHR so that, after the withholding, JaliHR receives the amount it would have received had no withholding been required; and (c) promptly provide JaliHR with a valid withholding tax credit certificate or equivalent evidence. Where JaliHR is able to obtain full credit or relief for the withheld amount, and does so, it will refund the corresponding part of the gross-up to the Customer.
Commercial note for review: the gross-up in 11.7(b) is the correct legal position but is frequently negotiated out by Ugandan corporate customers who expect to withhold 6% and keep the certificate. See the General Counsel memo, item 7.
11.8. Disputed invoices. The Customer must notify JaliHR in writing at billing@jalihr.org within fifteen (15) days of the invoice date of any amount it disputes in good faith, giving reasons. The parties will work in good faith to resolve the dispute. Undisputed amounts remain payable on the due date. If no notice is given within that period, the invoice is deemed accepted.
11.9. Late payment. If any amount is unpaid after its due date, JaliHR may: (a) charge interest on the overdue amount at one and a half per cent (1.5%) per month or the maximum rate permitted by Applicable Law, whichever is lower, accruing daily from the due date until payment; (b) suspend access to the Platform and Services under clause 23.5 after the overdue amount has remained unpaid for twenty-eight (28) days and JaliHR has given at least seven (7) days' prior written notice; and (c) terminate the Agreement under clause 23.6 where the overdue amount has remained unpaid for sixty (60) days. The Customer will reimburse JaliHR for all reasonable costs of recovery, including collection agency fees and legal costs.
11.10. Price changes. JaliHR may change the Fees applicable to a renewal. JaliHR will give at least sixty (60) days' written notice before the end of the then-current term of any increase applying to the next Renewal Term. If the Customer does not accept the increase, the Customer may give notice of non-renewal in accordance with clause 23.2, which must be received no later than thirty (30) days before the end of the then-current term, notwithstanding any longer notice period that would otherwise apply.
11.11. Non-refundable. Except where expressly provided in the Agreement or required by Applicable Law, all Fees are non-cancellable and non-refundable, including for partially used Billing Periods and unused Modules. Payment obligations for a Billing Period accrue in full once that Billing Period begins.
11.12. Reconciliation of immaterial discrepancies. JaliHR may, without notice, reconcile immaterial payment discrepancies. Material overpayments will be credited or refunded at the Customer's election; material shortfalls will be invoiced.
12.1. Supported payment methods, which vary by jurisdiction and currency, may include bank transfer, card payment through a payment link, direct debit and mobile money. The current list of supported methods is published on the Platform.
12.2. The Customer must maintain a valid, authorised payment method on file where the Order Form provides for automatic collection, and authorises JaliHR and its Payment Partners to charge that method for all Fees as they fall due, including on renewal, until all amounts are paid in full.
12.3. The Customer's use of any payment method is subject to the terms of the relevant Payment Partner. JaliHR is not a party to that relationship and is not liable for the Payment Partner's acts, omissions, charges, outages or decisions.
12.4. The Customer is responsible for all transaction charges, including wire and intermediary bank fees, mobile money charges, card scheme fees, insufficient funds charges and currency conversion costs.
12.5. The Customer represents and warrants that it is the lawful owner of, or is duly authorised to use, each payment method submitted.
13.1. JaliHR may offer a Trial at its discretion. Unless the Order Form says otherwise, a Trial confers access to the specified Modules only, excludes any benefits or deduction facility, and excludes Disbursement Services.
13.2. Data submitted during a Trial that does not convert to a paid subscription or a Giveaway Programme slot may be deleted thirty (30) days after the Trial ends, without further notice. The Customer is responsible for exporting its data before that date.
13.3. Beta Features are provided "as is", without warranty of any kind, and may be changed, suspended or withdrawn at any time without notice or liability. Beta Features are excluded from the Support Policy and Service Levels, from the warranties in clause 20, and from the indemnity in clause 21.1. The Customer should not use a Beta Feature to process live payroll or to make decisions affecting individuals without independent verification.
14.1. All Third Party Products and integrations are provided "as is", without warranty of any kind. They are offered for convenience and interoperability, are not part of the Platform or Services, and may be modified, restricted or discontinued at any time without notice or liability.
14.2. The Customer's decision to enable or use any Third Party Product is entirely its own and at its own risk. The Customer's relationship with the provider of a Third Party Product is governed solely by that provider's terms, which the Customer is responsible for reviewing and complying with.
14.3. Where the Customer enables an integration, it authorises JaliHR to transmit Customer Data to, and receive Customer Data from, the Third Party Product as necessary for the requested functionality. Once Customer Data has been transmitted to a Third Party Product, JaliHR does not control how that provider accesses, uses, stores, discloses or retains it, and is not responsible for any of those activities.
14.4. The Customer will defend and indemnify JaliHR against all Losses arising from its use of, reliance on, or interaction with any Third Party Product or integration.
14.5. JaliHR does not endorse any Third Party Product and makes no representation about its availability, security, accuracy, legality or fitness for purpose.
15.1. The Platform incorporates artificial intelligence features, some of which are user-facing and some of which operate in the background as part of ordinary data processing. Use of those features is governed by the AI Terms, which form part of the Agreement.
15.2. Without limiting the AI Terms, the Customer will not use any output of an AI feature as the sole or primary basis for any decision producing legal or similarly significant effects on an individual, including recruitment, shortlisting, promotion, level assignment, performance rating, disciplinary action, termination, compensation or benefits decisions. A qualified individual with sufficient authority and information must review, and retain the ability to override, every such output before a decision is taken.
16.1. JaliHR and its licensors retain all right, title and interest in and to the JaliHR Materials, including all Intellectual Property Rights in them. Nothing in the Agreement transfers or assigns any Intellectual Property Right in the JaliHR Materials to the Customer. All rights not expressly granted are reserved.
16.2. The Customer retains ownership of Customer Data, subject to the licence in clause 7.2.
16.3. Feedback. Any suggestion, idea, enhancement request, recommendation or other feedback the Customer or any Authorised User provides about the Platform ("Feedback") may be used, implemented, commercialised and disclosed by JaliHR for any purpose, without restriction, attribution, compensation or obligation. The Customer assigns to JaliHR all Intellectual Property Rights in Feedback and waives all moral rights in it to the maximum extent permitted by Applicable Law.
16.4. Publicity. JaliHR may identify the Customer as a customer and use the Customer's name and logo on its website, in customer lists, in investor and financing materials, and in marketing and promotional content, subject to any written trade mark usage guidelines the Customer supplies. The Customer may withdraw this permission on thirty (30) days' written notice to legal@jalihr.org, except in relation to materials already produced or published and except where the Customer participates in the Giveaway Programme, in which case the Giveaway Programme Terms apply.
16.5. Infringement notices. If you believe content on the Platform infringes your Intellectual Property Rights, send a written notice to legal@jalihr.org marked "Infringement Notice", including: a signature of the rights holder or an authorised agent; identification of the right claimed to be infringed; identification and location of the material complained of; your contact details; a statement of good faith belief that the use is not authorised; and a statement that the information is accurate and that you are authorised to act. JaliHR may remove or disable access to the material, notify the party who posted it, and suspend or terminate repeat infringers.
17.1. The Receiving Party will use the Disclosing Party's Confidential Information only to exercise its rights and perform its obligations under the Agreement, and will not disclose it to any third party except to its Affiliates, employees, contractors, professional advisers and Subprocessors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those in this clause. The Receiving Party remains responsible for the acts and omissions of those persons.
17.2. The Receiving Party will protect Confidential Information using at least the degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care.
17.3. If disclosure is required by Applicable Law, regulation or binding order, the Receiving Party will, where legally permitted, give prompt written notice to the Disclosing Party, cooperate reasonably (at the Disclosing Party's expense) in any effort to limit or challenge the disclosure, and disclose only the portion legally required.
17.4. On written request, or within thirty (30) days after expiry or termination, the Receiving Party will return or securely destroy all Confidential Information in its possession or control, except: (a) copies retained in routine backup systems until overwritten in the ordinary course; and (b) copies required to be retained by Applicable Law or professional obligation, in each case subject to continuing confidentiality.
17.5. Each party acknowledges that unauthorised use or disclosure of Confidential Information may cause irreparable harm for which damages may be an inadequate remedy, and that the Disclosing Party may seek injunctive or other equitable relief without the need to post security and without waiving any other remedy.
17.6. Neither party will issue any press release or public statement about the relationship without the other's prior written consent, except as permitted by clause 16.4.
17.7. This clause survives termination for a period of five (5) years, and indefinitely in respect of any Confidential Information that constitutes a trade secret or Personal Data.
18.1. Each party will comply with Data Protection Laws in respect of its processing of Personal Data under the Agreement.
18.2. In respect of Worker Data and other Personal Data processed on the Platform, the Customer is the data controller and JaliHR is the data processor, and the Data Processing Addendum governs that processing. The DPA is incorporated into and forms part of the Agreement.
18.3. JaliHR acts as an independent controller in respect of: Account registration and administrator contact data; billing and payment data; Usage Data; security, fraud and abuse records; and JaliHR's own marketing to business contacts. That processing is described in the Privacy Policy.
18.4. The Customer acknowledges that Personal Data processed under the Agreement may be transferred to, stored in and accessed from jurisdictions outside the Customer's own, including where JaliHR's cloud infrastructure and Subprocessors are located. The transfer mechanisms relied on, including under section 19 of the Uganda Data Protection and Privacy Act, 2019 and, where applicable, the European Commission's standard contractual clauses, are set out in Annex 4 to the DPA.
18.5. The Customer is responsible for its own registration obligations with any data protection authority, including registration as a data collector, data controller or data processor with the Personal Data Protection Office of Uganda where required.
19.1. JaliHR will implement and maintain appropriate technical and organisational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, as described in Annex 2 to the DPA. JaliHR may update those measures provided the overall level of protection is not materially reduced.
19.2. Each party will notify the other without undue delay after becoming aware of a confirmed security incident affecting Customer Data processed under the Agreement, will investigate the cause, and will take reasonable steps to contain and mitigate it. JaliHR's notification obligations to the Customer, and the Customer's obligations to notify data subjects and supervisory authorities, are set out in the DPA.
19.3. JaliHR is not liable for a security incident to the extent it is caused by the Customer, an Authorised User, or a third party acting on the Customer's behalf, including through credential compromise, misconfigured permissions, an enabled Third Party Product, or a failure to revoke access.
19.4. Access by JaliHR personnel. JaliHR personnel do not have standing access to Customer Data in production and cannot log in as, impersonate, or transact on behalf of an Authorised User in the ordinary course. Access is granted only on a least-privilege, time-bound, logged and approved basis, and only where necessary to operate the Platform, to investigate a security incident, to provide support the Customer has requested, or to comply with Applicable Law.
20.1. Each party warrants that it has full power and authority to enter into and perform the Agreement, and that its entry into the Agreement does not breach any other agreement binding on it.
20.2. JaliHR warrants that, during the term, the Platform will perform substantially in accordance with the Documentation. The Customer's sole and exclusive remedy for breach of this warranty is for JaliHR to use reasonable efforts to correct the non-conformity or, if JaliHR is unable to do so within a reasonable period, to terminate the affected Category and refund prepaid, unused Fees for that Category.
20.3. The warranty in clause 20.2 does not apply to non-conformity caused by: Customer Data; the Customer's configuration; use of the Platform other than in accordance with the Documentation; a Third Party Product or integration; a Beta Feature; a Country Packet affected by an unpublished or retrospective statutory change; a Force Majeure Event; or any modification not made by JaliHR.
20.4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE PLATFORM, THE SERVICES AND ALL CONTENT, TEMPLATES, CALCULATIONS, BENCHMARKS AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". JALIHR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE OR NON-INFRINGEMENT, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR THAT ALL DEFECTS WILL BE CORRECTED.
20.5. WITHOUT LIMITING CLAUSE 20.4, JALIHR DOES NOT WARRANT THAT USE OF THE PLATFORM WILL RESULT IN, OR CONTRIBUTE TO, COMPLIANCE WITH ANY EMPLOYMENT, TAX, SOCIAL SECURITY, IMMIGRATION, DATA PROTECTION OR OTHER LEGAL OBLIGATION OF THE CUSTOMER. COMPLIANCE REMAINS THE CUSTOMER'S RESPONSIBILITY.
20.6. No advice or information, whether oral or written, obtained from JaliHR or through the Platform creates any warranty not expressly stated in the Agreement.
21.1. JaliHR's indemnity. Subject to clause 22, JaliHR will defend the Customer against any third-party claim alleging that the Customer's use of the Platform in accordance with the Agreement infringes that third party's Intellectual Property Rights, and will indemnify the Customer against damages and costs finally awarded or agreed in settlement of that claim.
21.2. Exclusions. JaliHR has no obligation under clause 21.1 in respect of a claim arising from: (a) use of the Platform in breach of the Agreement or Applicable Law; (b) combination of the Platform with any product, service, data or process not supplied or approved by JaliHR; (c) Customer Data; (d) any Third Party Product, integration or Beta Feature; (e) any modification of the Platform not made by JaliHR; or (f) continued use after JaliHR has notified the Customer to stop. If the Platform becomes, or in JaliHR's opinion is likely to become, the subject of a claim under clause 21.1, JaliHR may at its option and expense procure the right to continue use, modify the Platform to be non-infringing, or terminate the affected Service and refund prepaid, unused Fees.
21.3. Customer's indemnity. The Customer will defend and indemnify JaliHR, its Affiliates and their respective directors, officers, employees and agents against all Losses arising out of or relating to:
(a) any claim by a Worker, Employee User, former Worker, job applicant, trade union or workers' representative arising out of the Customer's employment or engagement relationship, including claims relating to classification, pay, deductions, leave, discipline, discrimination, performance management, monitoring, redundancy or termination;
(b) any assessment, penalty, interest, surcharge or enforcement action by a revenue, social security, labour, immigration or local government authority relating to the Customer's obligations;
(c) Customer Data, including any allegation that it infringes third-party rights or was processed without a lawful basis, and any breach of clause 7.9;
(d) any breach by the Customer or an Authorised User of the Agreement, the Acceptable Use and Prohibited Activities Policy or Applicable Law;
(e) any use of the Account, whether authorised or unauthorised, subject to clause 4.6;
(f) any Third Party Product or integration enabled by the Customer; and
(g) any deduction taken from a Worker's pay without a valid mandate, or in breach of a statutory limit, contrary to clause 10.4 or 10.5.
21.4. Conduct of claims. The indemnified party will notify the indemnifying party in writing promptly on becoming aware of a claim, provided that delay does not relieve the indemnifying party except to the extent it is materially prejudiced. The indemnifying party has sole conduct of the defence and settlement, and the indemnified party will provide reasonable cooperation at the indemnifying party's expense. The indemnifying party will not settle any claim in a way that admits fault by, or imposes a non-indemnified obligation on, the indemnified party without its prior written consent, not to be unreasonably withheld.
21.5. Where the indemnified party has made reasonable efforts to contact the indemnifying party and the indemnifying party is unresponsive, or refuses to cooperate reasonably in mitigating the claim, the indemnified party may assume conduct of the claim, and the indemnifying party remains liable to indemnify it on a full indemnity basis.
21.6. This clause states each party's entire liability and the other's exclusive remedy in respect of the claims described in it. This clause survives termination.
22.1. Unlimited liability. Nothing in the Agreement excludes or limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct; (d) any liability that cannot lawfully be excluded or limited under Applicable Law; or, in the Customer's case, (e) the obligation to pay Fees properly due.
22.2. Excluded losses. SUBJECT TO CLAUSE 22.1, NEITHER PARTY IS LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS, OR FOR ANY LOSS OF PROFIT, REVENUE, ANTICIPATED SAVINGS, BUSINESS, OPPORTUNITY, CONTRACT, GOODWILL OR REPUTATION, OR FOR LOSS OR CORRUPTION OF DATA, IN EACH CASE HOWEVER ARISING AND EVEN IF THE PARTY WAS ADVISED OF THE POSSIBILITY.
22.3. General cap. Subject to clauses 22.1 and 22.4, each party's total aggregate liability arising out of or in connection with the Agreement in any period of twelve (12) consecutive months is limited to the greater of: (a) the total Fees paid or payable by the Customer to JaliHR in the twelve (12) months immediately preceding the first event giving rise to the liability; and (b) one thousand United States Dollars (USD 1,000).
22.4. Enhanced cap. Subject to clause 22.1, each party's total aggregate liability for: (a) breach of the Data Protection Addendum; (b) breach of confidentiality under clause 17; and (c) a proven Platform defect that causes a payroll calculation or disbursement error, is limited to the greater of two (2) times the total Fees paid or payable by the Customer to JaliHR in the twelve (12) months immediately preceding the first event giving rise to the liability, and five thousand United States Dollars (USD 5,000). The enhanced cap is inclusive of, and not additional to, the general cap in clause 22.3.
22.5. Giveaway Programme and no-fee Customers. Where the Customer pays no Fees, or pays Fees of less than five hundred United States Dollars (USD 500) in the relevant twelve-month period, JaliHR's total aggregate liability is limited to five hundred United States Dollars (USD 500), except in respect of the matters in clause 22.1.
22.6. Aggregation. All claims arising from a series of connected events constitute a single claim for the purposes of the caps.
22.7. Allocation of risk. The Customer acknowledges that the Fees reflect the allocation of risk in this clause, and that JaliHR would not enter into the Agreement on the stated Fees without it.
22.8. Limitation period. Except in respect of the matters in clause 22.1, neither party may bring a claim under the Agreement more than twenty-four (24) months after the date on which it became aware, or ought reasonably to have become aware, of the facts giving rise to the claim.
In plain terms: neither of us pays for lost profits. Our overall exposure is capped by reference to what you have paid us, with a higher cap for data protection failures and payroll defects, and no cap at all for fraud or death or personal injury.
23.1. Term. The Agreement starts on the earlier of the start date in the Order Form and the date the Customer first accesses the Platform, and continues until terminated in accordance with this clause.
23.2. Renewal. Each Service renews automatically at the end of its Minimum Term for successive periods of twelve (12) months (each a "Renewal Term") on the then-current terms and pricing, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
23.3. Termination for convenience by the Customer. The Customer may terminate a Service with effect from the end of the then-current term by giving notice under clause 23.2. The Customer may not terminate a Service for convenience during a Minimum Term; termination during a Minimum Term is governed by clause 23.8.
23.4. Termination for cause. Either party may terminate the Agreement or any affected Service immediately by written notice if the other party: (a) commits a material breach that is incapable of remedy; (b) commits a material breach that is capable of remedy and fails to remedy it within thirty (30) days of written notice requiring it to do so; or (c) suffers an Insolvency Event.
23.5. Suspension. JaliHR may suspend or restrict access to the Account, the Platform or any Service, in whole or in part, with notice where practicable and immediately where not, if JaliHR reasonably believes that: (a) Fees are overdue in accordance with clause 11.9; (b) the Customer or an Authorised User is in material breach of the Agreement or the Acceptable Use and Prohibited Activities Policy; (c) continued access poses a security, integrity, legal, regulatory or financial risk to JaliHR, the Platform, other customers or any Worker; (d) suspension is required by Applicable Law, a regulator, a Payment Partner or a court; or (e) the Account has been inactive for twelve (12) consecutive months. JaliHR will restore access promptly once the cause of suspension is resolved. Suspension does not relieve the Customer of the obligation to pay Fees, except where the suspension is solely due to JaliHR's fault.
23.6. Termination by JaliHR. In addition to clause 23.4, JaliHR may terminate the Agreement on thirty (30) days' written notice where Fees remain unpaid sixty (60) days after the due date, where the Customer has been suspended under clause 23.5 for more than thirty (30) consecutive days, or where continued provision of the Services would place JaliHR in breach of Applicable Law or a Payment Partner requirement.
23.7. Effect of termination of one Service. Termination of an individual Category or Service does not terminate the Agreement or any other Category or Service, each of which continues for its own term.
23.8. Early termination charge. If the Customer terminates a Service before the end of its Minimum Term other than under clause 23.4, or if JaliHR terminates under clause 23.4 or 23.6, the Customer will pay, in addition to all accrued amounts, a charge equal to the Fees that would have been payable for the remainder of the Minimum Term, calculated on the basis of the Headcount Snapshot for the last completed Billing Period and less any discount JaliHR elects to apply. JaliHR will notify the Customer of the charge on receipt of the termination request, and the Customer may elect either to proceed on that basis or to continue the Service to the end of the Minimum Term.
23.9. Closing an Account. An Account cannot be closed while any Service, Order Form or Statement of Work remains active. The Customer must first terminate each Service in accordance with its terms.
24.1. On expiry or termination, all licences granted to the Customer end immediately and the Customer must cease all use of the Platform.
24.2. Export window. For thirty (30) days after the effective date of termination, JaliHR will, on written request, make the Customer Data available for export in a structured, commonly used, machine-readable format, or maintain read-only access for that purpose. JaliHR may charge its then-current Professional Services rates for any export that requires bespoke engineering effort. Where termination is for the Customer's non-payment, JaliHR may make the export window conditional on payment of undisputed overdue amounts.
24.3. Deletion. Subject to clause 24.4, JaliHR will delete or irreversibly anonymise the Customer Data within ninety (90) days after the end of the export window, and will procure that its Subprocessors do the same in accordance with their own deletion cycles. Backup copies are deleted in accordance with JaliHR's backup rotation, which does not exceed [INSERT: e.g. 35] days from deletion of the live copy.
24.4. Retained data. JaliHR may retain: (a) data it is required to retain by Applicable Law, including accounting, tax and anti-money laundering records; (b) data necessary for the establishment, exercise or defence of legal claims; (c) Usage Data; and (d) aggregated or de-identified data generated under clause 7.3. Retained data remains subject to clauses 17 and 18.
24.5. The Customer's own record-keeping. The Customer acknowledges that deletion under clause 24.3 is irreversible and that the Customer is solely responsible for retaining the statutory employment, payroll and tax records required by Applicable Law. JaliHR strongly recommends that the Customer complete a full export before giving notice of termination.
24.6. Survival. Clauses 1.5, 2, 5.3, 7.1, 7.3, 7.4, 8.6, 8.8, 11 (in respect of accrued amounts), 16, 17, 18, 20.4 to 20.6, 21, 22, 24, 25, 29, 30 and 31, together with any provision that by its nature is intended to survive, continue in force after expiry or termination.
25.1. Definitions. "Restricted Party" means any person that is: (a) listed on, or owned or controlled fifty per cent (50%) or more by, or acting on behalf of a person listed on, any sanctions list maintained by the United Nations Security Council, the United States Office of Foreign Assets Control, the European Union, the United Kingdom, or any other competent authority; or (b) located in, organised under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions or embargo.
25.2. Each party represents and warrants that it is not a Restricted Party and will not use the Platform to provide services to, receive services from, or transact with any Restricted Party.
25.3. The Customer will not access or permit access to the Platform from any comprehensively sanctioned territory, and will not use any method to conceal its location or identity, including virtual private networks or proxy servers, for that purpose.
25.4. Each party will comply with all Applicable Law relating to anti-money laundering, counter-terrorist financing, anti-bribery and anti-corruption, including the Anti-Money Laundering Act of Uganda, the Anti-Corruption Act of Uganda, the Anti-Terrorism Act of Uganda, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act, in each case to the extent applicable. Neither party has offered, given, solicited or accepted any improper payment or advantage in connection with the Agreement.
25.5. Each party will comply with applicable anti-slavery and human trafficking legislation and will not knowingly use forced, bonded or child labour, and will take reasonable steps to ensure the same of its suppliers.
25.6. JaliHR may suspend or terminate access immediately, freeze any funds held, and report the matter to competent authorities and Payment Partners where it reasonably suspects a breach of this clause. Where permitted by Applicable Law, JaliHR will notify the Customer promptly after taking such action.
26.1. A "Force Majeure Event" means any event beyond a party's reasonable control, including: act of God; earthquake, flood, fire, storm or other natural disaster; epidemic or pandemic, and any government measure taken in response; war, hostility, terrorism, sabotage, riot, insurrection or civil unrest; cyberattack, denial of service attack or ransomware affecting infrastructure not controlled by the affected party; national or regional emergency; embargo, blockade or sanction; strike or industrial action other than by the affected party's own workforce; failure or interruption of electricity, telecommunications, internet connectivity, undersea cable capacity, cloud infrastructure or mobile network services; failure of a Payment Partner or clearing system; currency control, foreign exchange shortage or restriction on the availability of foreign currency; internet shutdown, throttling or network restriction imposed by a government or regulator; and any change in Applicable Law or direction of a competent authority that prevents performance.
26.2. Neither party is liable for any delay in or failure of performance caused by a Force Majeure Event, other than an obligation to pay amounts already due. The affected party will notify the other promptly and use reasonable efforts to mitigate.
26.3. A Force Majeure Event excuses delay, not permanent non-performance. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Service on written notice, and the Customer will remain liable for Fees accrued up to the date of termination.
27.1. JaliHR will use commercially reasonable efforts to make the Platform available in accordance with the Support Policy and Service Levels.
27.2. The Platform may be unavailable during scheduled maintenance, emergency maintenance, or as a result of factors outside JaliHR's control. JaliHR will use reasonable efforts to schedule planned maintenance outside ordinary business hours in East Africa Time and to give advance notice of planned maintenance that is expected to cause material downtime.
27.3. Except for any service credit expressly provided in the Support Policy and Service Levels, JaliHR has no liability for unavailability of the Platform, and any service credit is the Customer's sole and exclusive remedy for unavailability.
28.1. Electronic signature. When you use the Platform to sign or accept a document, including by clicking "I agree", ticking a box, typing your name, or using an electronic signature tool, you agree that your electronic signature has the same legal effect as a handwritten signature, and that the resulting record satisfies any requirement that an agreement be in writing and signed. This clause is given effect under the Electronic Transactions Act, 2011 and the Electronic Signatures Act, 2011 of Uganda and equivalent legislation in other jurisdictions. You confirm that you can access and retain the document and that you are authorised to sign it.
28.2. Electronic delivery. You agree to receive communications, notices and disclosures from JaliHR electronically, including through the Platform, by email to the primary email address on the Account, by SMS or by other electronic means. Electronic delivery satisfies any legal requirement that a communication be in writing, to the maximum extent permitted by Applicable Law.
28.3. Deemed receipt. Notices sent by email or posted in the Account are deemed received twenty-four (24) hours after despatch, unless the sender receives a delivery failure message. Notices sent by courier are deemed received on signature of the delivery receipt.
28.4. Formal notices. Any notice of termination, material breach, indemnity claim or dispute must be in writing and sent to JaliHR at legal@jalihr.org and, in the case of termination or material breach, copied to JaliHR's registered office address. Notices to the Customer are sent to the primary email address and, where given, the registered office address on the Account. This clause does not apply to service of court or arbitral process.
28.5. Keeping contact details current. You are responsible for maintaining accurate contact details and for monitoring the primary email address on the Account. JaliHR is not responsible for communications not received because of outdated details, spam filters or blocked senders.
28.6. Withdrawing consent. Use of the Platform requires consent to electronic communications. You may withdraw consent only by closing the Account, which is treated as termination and, during a Minimum Term, as an early termination under clause 23.8.
28.7. Marketing and monitoring. JaliHR may send service notifications, security alerts and product updates, which you cannot opt out of while you hold an Account, and marketing communications, which you may opt out of at any time using the unsubscribe mechanism. JaliHR and its authorised providers may record support calls and screen-sharing sessions for quality assurance, training, security and dispute-resolution purposes, and will tell you at the start of the session. If you do not consent, you may decline to share your screen or request written support instead.
29.1. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), is governed by and construed in accordance with the laws of the Republic of Uganda.
29.2. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
29.3. Where Applicable Law in the Customer's jurisdiction mandatorily requires that local law govern all or part of the Agreement, or that local courts have jurisdiction, that requirement applies to the minimum extent necessary and the remainder of clauses 29 and 30 continues in force.
30.1. Escalation. Before commencing any formal proceeding, the parties will attempt to resolve the dispute in good faith. The party raising the dispute will give written notice to the other setting out the dispute and the relief sought, and senior representatives of the parties will meet, in person or by video, within thirty (30) days of that notice. Notice to JaliHR must be sent to legal@jalihr.org.
30.2. Arbitration. If the dispute is not resolved within thirty (30) days of the escalation meeting, it will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act of Uganda, administered by the [International Centre for Arbitration and Mediation in Kampala (ICAMEK) / Centre for Arbitration and Dispute Resolution (CADER)] in accordance with its rules, which are incorporated by reference.
30.3. The tribunal will consist of one (1) arbitrator. The seat and venue of arbitration is Kampala, Uganda. The language of the arbitration is English. The award is final and binding and may be entered in any court of competent jurisdiction. Each party bears its own legal costs, and the administrative and arbitrator fees are allocated in accordance with the applicable rules.
30.4. Confidentiality of proceedings. The existence of the arbitration, all submissions, evidence and the award are confidential and will not be disclosed by the parties, their representatives, witnesses, the institution or the arbitrator, except where disclosure is required by Applicable Law or to enforce or challenge the award.
30.5. No class or representative proceedings. To the maximum extent permitted by Applicable Law, arbitration will be conducted on an individual basis. The arbitrator has no authority to consolidate claims, to conduct a class, collective, consolidated or representative proceeding, or to award relief to any person who is not a party, without the written consent of both parties.
30.6. Carve-outs. Nothing in this clause prevents either party from: (a) applying to a court of competent jurisdiction for interim, injunctive or other equitable relief, including to protect Confidential Information, enforce Intellectual Property Rights or prevent irreparable harm; (b) bringing a claim in a small claims or equivalent court where the claim qualifies; or (c) in JaliHR's case, bringing proceedings for the recovery of unpaid Fees in the courts of Uganda, in the jurisdiction of the Customer's registered office, or in any jurisdiction where the Customer holds assets or carries on business. If JaliHR succeeds in whole or in part in such proceedings, the Customer will reimburse JaliHR's reasonable legal fees and costs.
30.7. Arbitrability. The arbitrator decides all issues except: matters expressly reserved to a court under the Agreement; the scope, validity and enforceability of this clause and the class waiver; and the arbitrability of any claim, each of which is for a court of competent jurisdiction.
31.1. Changes to these Terms. JaliHR may amend these Terms, the Service Terms and the referenced policies. For changes that materially and adversely affect the Customer, JaliHR will give at least thirty (30) days' notice by email and in-product before the change takes effect, and the Customer may terminate the affected Service without penalty by giving notice before the effective date. All other changes take effect on publication. Continued use after the effective date constitutes acceptance.
31.2. Assignment. The Customer may not assign, novate, charge or otherwise transfer any right or obligation under the Agreement without JaliHR's prior written consent. JaliHR may assign or novate the Agreement, in whole or in part, to an Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets, and may assign its right to receive payment to a financing provider, in each case without the Customer's consent.
31.3. Subcontracting. JaliHR may subcontract performance of any part of the Services, subject to clause 6.5 and the DPA.
31.4. Severability. If any provision is held invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, severed, and the remaining provisions continue in full force.
31.5. Waiver. No failure or delay in exercising a right is a waiver of that right. A waiver is effective only if in writing and signed by the waiving party.
31.6. Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, franchise, fiduciary or employment relationship between them, or between JaliHR and any Worker.
31.7. Third parties. Except for the Affiliates, directors, officers, employees and agents named as indemnified parties in clause 21, no person who is not a party to the Agreement has any right to enforce it.
31.8. Entire agreement. The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, proposals, representations and understandings, whether oral or written, including any terms on a Customer purchase order or vendor portal, which have no effect. Each party acknowledges that it does not rely on any statement not expressly set out in the Agreement. Nothing in this clause limits liability for fraudulent misrepresentation.
31.9. Counterparts and language. The Agreement may be executed in counterparts, including electronically. The Agreement is provided in English. If a translation is provided, the English version governs in the event of inconsistency, unless Applicable Law requires otherwise.
31.10. Headings and interpretation. Headings are for convenience only. "Including" means "including without limitation". References to a statute include that statute as amended or re-enacted. The singular includes the plural and vice versa. Time periods are calculated in calendar days unless stated otherwise, and where a period ends on a day that is not a business day in Kampala, it extends to the next business day.
Questions about these Terms: legal@jalihr.org
Billing: billing@jalihr.org
Support: support@jalihr.org
Security and suspected account compromise: security@jalihr.org
Data protection: privacy@jalihr.org
Getjali Group Limited (trading as JaliHR)
Level 5, Padre Pio House, Lumumba Avenue, Kampala, Uganda
Company registration number: 80034378822719
Incorporated: 25 August 2025
URA TIN: [INSERT]
These Service Terms supplement the Platform Terms. Where a provision of these Service Terms conflicts with the Platform Terms, these Service Terms prevail in respect of the Category or Module to which they relate. Capitalised terms have the meanings given in the Platform Terms.
Each Category is purchased as a unit. Modules sit inside a Category, carry no separate price, and are enabled or disabled by the Category subscription and by the Customer's own permission settings.
Modules: Onboarding, Offboarding, Directory, Org chart, Leave, Analytics
A.1. Employee records. The Customer is the controller of all Worker Data held in the Directory and is responsible for its accuracy, currency and lawfulness, including the accuracy of statutory identifiers, next-of-kin data, banking details and employment history.
A.2. Leave. Leave balances, accrual rules, carry-over, expiry, half-day handling and public holiday calendars are configured by the Customer. JaliHR applies the configuration as entered. Default leave templates provided in the Platform are illustrative only and do not represent legal advice on statutory entitlement in any jurisdiction. The Customer is responsible for confirming that its configuration meets the statutory minimum in each jurisdiction in which it engages Workers.
A.3. Onboarding and offboarding. Checklists, task assignment and document collection are workflow tools. They do not verify the right to work, immigration status, professional licensing, qualifications or references. Those checks remain the Customer's responsibility.
A.4. Analytics. Analytics outputs are derived from the Customer's own data and are provided for management information only. They are not an audit, an assurance report, or a statement of statutory compliance.
Modules: Contracts, Documents, Time and attendance
B.1. Contract templates. Any contract, letter, policy or clause template made available in the Platform is a starting point only, is not tailored to the Customer's jurisdiction, sector or circumstances, and does not constitute legal advice. The Customer must have templates reviewed by a qualified legal adviser before use. JaliHR does not review, validate or guarantee the legality, enforceability or sufficiency of any document created, stored or executed on the Platform.
B.2. Electronic signature. Where the Platform supports electronic signature, signatures are captured in accordance with clause 28.1 of the Platform Terms. The Customer is responsible for determining whether electronic execution is valid for the document type and jurisdiction concerned, and for identifying any document that requires wet-ink signature, witnessing, notarisation or registration.
B.3. Document retention. The Documents Module is a working repository, not a statutory archive. The Customer is responsible for retaining originals and for meeting statutory retention periods, including after termination of the Agreement.
B.4. Time and attendance. Where the Customer enables clock-in and clock-out, geolocation capture, geofencing, shift management, one-time-password locking or device binding, the Customer warrants that it has:
(a) a lawful basis for the processing, including for any location or device data;
(b) notified affected Workers of the nature, extent and purpose of the monitoring, in a form that satisfies Data Protection Laws and any applicable collective agreement; and
(c) where required, completed a data protection impact assessment.
Covert or undisclosed monitoring is prohibited. Location data is captured only at the events the Customer configures and is not continuous tracking.
B.5. Biometric data. Where the Customer enables any biometric feature, or integrates a biometric device, the Customer is solely responsible for the heightened lawful basis, explicit consent where required, the availability of a non-biometric alternative where required, and the security and retention of biometric templates. The Customer indemnifies JaliHR under clause 21.3 of the Platform Terms in respect of all claims arising from biometric processing.
B.6. Audit trail. Attendance, approval and permission changes are logged. The Customer acknowledges that the audit trail is a control against internal fraud (including supervisor manipulation of shift allocation) and that it is the Customer's responsibility to review it.
Modules: Career (competencies, job families, tracks, levels, roadmaps), Reviews, Goals, Feedback
C.1. Frameworks are the Customer's. Job families, tracks, skills, competencies, organisational levels, roadmaps, review templates, rating scales and goal structures are configured by the Customer and reflect the Customer's own philosophy. JaliHR provides the architecture, not the content or the judgement.
C.2. Level and step assignment. Assigning a Worker to a track step writes job family, track and level facts to that Worker's profile, and those facts are read by reviews, goals, workforce planning, compensation and hiring. The Customer is responsible for the accuracy and defensibility of each assignment and for any consequence that follows from it, including pay, promotion and redundancy selection.
C.3. Performance decisions. Ratings, scores, calibration outputs, goal attainment figures and any AI-assisted summary are decision support only. Every decision affecting an individual must be made by a qualified human with authority, in accordance with clause 15.2 of the Platform Terms and with the Customer's own fair-process obligations.
C.4. Goals and target changes. The Platform records target changes as corrections, revisions, rescopes or cancellations, and preserves scores against baseline and against current target. The Customer is responsible for the integrity of that record where it is used in a pay, bonus or disciplinary decision.
C.5. Feedback and confidentiality. Where the Customer enables anonymous or semi-anonymous feedback, JaliHR applies the anonymity settings the Customer configures. JaliHR does not warrant that a respondent cannot be identified by inference from small sample sizes, free-text content or metadata, and the Customer is responsible for communicating the limits of anonymity to participants.
Modules: Surveys, 1:1s, Announcements, Plugins
D.1. The Customer is responsible for the content, lawfulness and tone of all surveys, announcements and messages sent through the Platform, and for ensuring that survey questions do not unlawfully solicit special categories of Personal Data.
D.2. 1:1 notes and check-ins may contain sensitive commentary about individuals. The Customer is responsible for permissioning, for retention, and for handling any subject access request that captures them.
D.3. Plugins and connectors are Third Party Products and are governed by clause 14 of the Platform Terms.
Modules: Workforce planning, Compensation, Budget
E.1. Pay structures. The Compensation Module supports multiple structural philosophies, including single rate per level, minimum and maximum ranges, minimum, midpoint and maximum ranges, and fixed step scales, across one or more countries, currencies and pay zones, with an optional comparison currency. The Customer selects and owns its structure.
E.2. Benchmarks and market data. Where JaliHR makes benchmark or market data available, whether generated in-Platform or sourced from a JaliHR data product or a third-party data provider:
(a) it is provided for guidance only and is not a valuation, an actuarial opinion or advice;
(b) it reflects the peer set, seniority mapping, effective date and methodology stated at the point of delivery, and changing any of those parameters changes the result;
(c) the Customer is responsible for confirming that the roles it compares are genuinely comparable, including that seniority levels are correctly labelled; and
(d) the Customer must not redistribute, resell, publish or share benchmark data outside its own organisation, and must not use it to build a competing data product.
E.3. Comparison currency. Any conversion to a comparison currency uses the exchange rate and rate date stated in the output. JaliHR does not warrant the accuracy or currency of any exchange rate source.
E.4. Pay equity and competition law. The Customer is solely responsible for ensuring that its use of compensation data complies with Applicable Law, including equal pay and pay transparency legislation and competition law restrictions on the exchange of competitively sensitive pay information between employers.
E.5. Budget and workforce plans are projections based on the Customer's assumptions. They are not forecasts, guarantees or financial advice.
Module: Recruit
F.1. The Customer is the controller of applicant data and is responsible for the lawfulness of collection, the retention period applied to unsuccessful applicants, and the response to applicant rights requests.
F.2. The Customer is responsible for the content and lawfulness of every job advertisement, including pay transparency requirements, non-discrimination requirements and any obligation to advertise locally.
F.3. Screening, ranking, matching or scoring features, including any AI-assisted feature, are decision support only. They must not be used as the sole or primary basis for rejecting, shortlisting or selecting a candidate. A qualified human must review and retain the ability to override every output.
F.4. Where the Customer connects an external job board, assessment provider, background-check provider or AI interview tool, that provider is a Third Party Product under clause 14 of the Platform Terms, and the Customer is responsible for the provider's terms, its lawful basis and its outputs.
Modules: Local payroll, Global payroll, Pay items
G.1. Clause 8 of the Platform Terms (Payroll Services) and, where applicable, clause 9 (Disbursement Services) apply in full to this Category.
G.2. Country Packets. Local payroll covers a single country. Global payroll covers more than one country. Statutory logic is applied at Worker level by reference to the Worker's recorded country of engagement. The list of supported Country Packets is published on the Platform and may change. Adding a country to an existing subscription may attract additional Fees.
G.3. Uganda-specific. Where the Customer runs Ugandan payroll, the Platform can prepare Pay As You Earn schedules, National Social Security Fund contribution schedules and Local Service Tax calculations in the formats supported by JaliHR. Preparation is not submission. The Customer remains responsible for registration with the Uganda Revenue Authority, the National Social Security Fund and the relevant local government, for submission of returns, for payment of amounts due, and for all penalties and interest.
G.4. Pay items. The Customer configures each pay item and its tax, contribution and reporting treatment. Where a pay item's treatment is uncertain, the Customer must take its own tax advice. JaliHR does not determine whether a pay item is taxable, pensionable or reportable.
G.5. Payslips. Payslips are generated from the finalised run and are made available to Workers where the Customer enables self-service. The Customer is responsible for ensuring that payslip content meets the statutory minimum in each jurisdiction.
G.6. Off-cycle and retrospective runs. Off-cycle runs, back-pay, retrospective rate changes and negative adjustments are supported through the correction mechanisms described in clause 8.4 of the Platform Terms. The Customer is responsible for the tax period in which a correction falls and for any consequential restatement of a Statutory Filing.
Modules: Dashboard, Reports
H.1. Reports are generated from Customer Data at the time of running. Figures may change as underlying data is corrected. A report is not a certified statement, an audit or a statutory return.
H.2. Exported reports leave the Platform's access controls. The Customer is responsible for the security, distribution and retention of exports.
I.1. Clause 10 of the Platform Terms governs any benefits, savings, insurance, education payment, advance or credit facility enabled on the Account. Those services are provided by the Rail Partner and participating providers, under separate contracts with the Customer and with each participating Worker.
I.2. Benefits features are excluded from Trials.
I.3. Participation in the Giveaway Programme does not require the Customer to enable any benefits or deduction facility, and JaliHR will not make continued participation conditional on doing so.
I.4. JaliHR does not receive, hold or disburse loan principal, insurance premium or savings contributions on its own account, and makes no representation about the pricing, suitability, terms or regulatory status of any Rail Partner product.
J.1. Implementation, configuration, data migration, integration, training and advisory work are provided under a separate Order Form or Statement of Work that states the scope, deliverables, acceptance criteria, milestones, fees and assumptions.
J.2. Unless the Statement of Work says otherwise: Professional Services are provided on a time and materials basis against the stated estimate; the estimate is not a fixed price; deliverables are deemed accepted if the Customer does not give written notice of a material non-conformity within ten (10) business days of delivery; and delay caused by the Customer's failure to provide data, access, decisions or personnel entitles JaliHR to reschedule and to recover reasonable additional cost.
J.3. Data migration is performed on the data the Customer supplies, in the format agreed. JaliHR does not validate, cleanse, reconcile or correct migrated data unless expressly scoped, and is not responsible for errors originating in the source system.
J.4. Intellectual Property Rights in all methodologies, tools, templates and reusable components created or used in delivering Professional Services vest in JaliHR. The Customer receives a perpetual, non-exclusive licence to use deliverables for its internal business purposes.
These Order Form Terms apply to each Order Form and are incorporated into it. Together with the Platform Terms and the other documents listed in clause 1.4 of the Platform Terms, they form the Agreement. Capitalised terms not defined here have the meanings given in the Platform Terms.
1.1. An Order Form is an offer by JaliHR that is open for acceptance for thirty (30) days from its issue date, unless it states otherwise. JaliHR may withdraw or amend it at any time before acceptance.
1.2. An Order Form is accepted when the Customer signs it, electronically or in writing, or completes the acceptance step in the Platform. Clause 28.1 of the Platform Terms applies to electronic signature.
1.3. The person accepting an Order Form on behalf of an organisation warrants that they are authorised to bind it. JaliHR may require evidence of authority, including a board resolution or a power of attorney, before activation.
1.4. Customer paperwork has no effect. Any purchase order, vendor registration form, supplier portal terms, standard terms of purchase or other document issued by the Customer is for the Customer's administrative convenience only. No term in such a document forms part of the Agreement, even if JaliHR acknowledges or references the document or its number on an invoice. Any variation to the Agreement must be recorded in a document signed by an authorised representative of each party and expressly stating that it varies the Agreement.
Each Order Form specifies, as applicable: the Customer's full registered legal name, registration number and tax identification number; the Categories subscribed to; the Modules enabled within each Category; the countries in scope for payroll; the contracted Worker volume or volume band; the unit price per Worker per Billing Period and the currency; any implementation, migration or Professional Services fee; the Minimum Term; the start date; the Billing Period and payment terms; any discount and the conditions attaching to it; the Customer's billing contact and privacy contact; and any agreed variation to these Order Form Terms.
3.1. The Minimum Term runs from the start date stated in the Order Form, or from the date the Customer first accesses the Platform in production, whichever is earlier.
3.2. Renewal is governed by clause 23.2 of the Platform Terms. Unless the Order Form states otherwise, renewal is for twelve (12) months at JaliHR's then-current pricing, subject to the notice provisions in clause 11.10 of the Platform Terms.
3.3. Where the Order Form records a Minimum Term, the Customer may not terminate for convenience during that term. Early termination is governed by clause 23.8 of the Platform Terms.
4.1. Fees are calculated on the Headcount Snapshot at 23:59 EAT on the last calendar day of each Billing Period, in accordance with clause 11.2 of the Platform Terms.
4.2. Where the Order Form records a committed minimum Worker volume, the Customer pays for at least that volume in each Billing Period, whether or not the actual Headcount Snapshot reaches it. Usage below the committed volume generates no credit, refund or roll-over.
4.3. Where the actual Headcount Snapshot exceeds the committed volume, the excess is invoiced in arrears at the unit price stated in the Order Form, less any applicable discount.
4.4. Adding a Category, a country or a Module outside the Order Form is recorded as an amendment or a new Order Form, effective-dated from the date of activation.
4.5. Reducing Categories or Worker volumes during a Minimum Term does not reduce the committed amount for that term.
5.1. Any discount is specific to the Order Form on which it appears, applies only for the Minimum Term stated, and does not carry into a Renewal Term unless the Order Form says so expressly.
5.2. A discount granted in consideration of a committed term, a committed volume, prepayment, a reference commitment or participation in a partnership arrangement may be withdrawn, and the discounted amount recovered, if the Customer fails to meet that condition or terminates early.
5.3. Discounts do not apply to Professional Services, Payment Partner charges, foreign exchange costs or Taxes unless expressly stated.
6.1. Clauses 11 and 12 of the Platform Terms apply in full, including the provisions on value added tax, EFRIS invoicing, withholding tax and gross-up, late payment interest, suspension and recovery costs.
6.2. Payment is made by the method stated on the Order Form. Where the Order Form specifies payment by payment link, the Customer will complete payment using the link issued with the invoice. Payment by any other method requires JaliHR's prior written agreement.
6.3. Implementation and onboarding fees are invoiced on acceptance of the Order Form and are payable before implementation begins, unless the Order Form provides for milestones.
6.4. Where the Order Form provides for annual prepayment, the full annual amount is invoiced on acceptance and on each renewal date.
JaliHR may decline to activate the Account or to begin implementation until: all onboarding and verification information under clause 3.3 of the Platform Terms has been supplied; any prepaid Fee has been received in cleared funds; and, where Disbursement Services or a Rail Partner facility is in scope, the relevant Payment Partner or Rail Partner has completed its own onboarding of the Customer.
8.1. An Affiliate of the Customer may use the Platform under the Customer's Account where the Order Form permits it. The Customer remains fully responsible for each Affiliate's compliance with the Agreement and for all Fees attributable to that Affiliate's Workers, and is liable for each Affiliate's acts and omissions as if they were its own.
8.2. An Affiliate that requires its own contracting relationship must sign its own Order Form, which incorporates the Agreement.
9.1. Where a term in an Order Form conflicts with these Order Form Terms or the Platform Terms, the Order Form prevails, but only where it expressly identifies the clause it varies and only in respect of the Services covered by that Order Form.
9.2. A variation negotiated for one Order Form does not apply to any other Order Form, Renewal Term or Affiliate unless expressly stated.
Publicity rights are governed by clause 16.4 of the Platform Terms, except where the Order Form records a specific reference commitment, in which case that commitment applies for the period stated.
Each Order Form is signed by an authorised representative of each party, recording name, job title, signature and date. An Order Form signed only by the Customer is not binding on JaliHR until countersigned or until JaliHR activates the Services.
JaliHR legal documents referenced by every Order Form:
- Platform Terms of Service: jalihr.org/legal/platform-terms
- Service Terms: jalihr.org/legal/service-terms
- Acceptable Use and Prohibited Activities Policy: jalihr.org/legal/acceptable-use
- AI Terms: jalihr.org/legal/ai-terms
- Data Processing Addendum: jalihr.org/legal/dpa
- Privacy Policy: jalihr.org/legal/privacy
- Support Policy and Service Levels: jalihr.org/legal/support
- Order Form Terms: jalihr.org/legal/order-form-terms
Order Forms link to these documents. They are not reproduced inline.
These AI Terms govern the Customer's use of any artificial intelligence feature within the Platform and any connection the Customer makes between the Platform and an external AI system. Capitalised terms not defined here have the meanings given in the Platform Terms.
1.1. "AI Services" means the features and functionality within the Platform that use artificial intelligence models, systems, algorithms or tools, whether supplied by JaliHR or by a Third Party AI Provider, to process Inputs, generate Outputs or execute tasks. AI Services include both user-facing features and features that operate in the background as part of ordinary data processing, and include any AI Integration Endpoint that JaliHR makes available.
1.2. "AI Agent" means an AI feature that executes operational tasks, as distinct from generating content, whether autonomously or semi-autonomously, including automated workflows, data processing actions and system-to-system interactions, and includes any AI Client acting on the Customer's behalf through an AI Integration Endpoint.
1.3. "AI Client" means any model, assistant, agent, application or service, other than the AI Services provided by JaliHR, that connects to an AI Integration Endpoint to send Inputs to or receive Outputs from the Platform. This includes: (a) third-party clients, including any Model Context Protocol compatible client and any operating-system level assistant ("Third Party AI Clients"); and (b) any client developed, hosted, fine-tuned, deployed or operated by or for the Customer ("Customer AI Client").
1.4. "AI Integration Endpoint" means any technical interface JaliHR makes available that enables an AI Client to access the Platform on behalf of an authenticated Authorised User, including any Model Context Protocol server JaliHR publishes.
1.5. "Customer-Initiated AI Integration" means a connection to an AI Integration Endpoint that is established, configured, authorised and revoked by the Customer or an Authorised User.
1.6. "Inputs" means the content, files, prompts, instructions and data submitted to the AI Services, including Customer Data made available to an AI Client through an AI Integration Endpoint.
1.7. "Outputs" means any content, summary, recommendation, classification, score, ranking, draft, action or other result generated or executed by the AI Services in response to Inputs, including actions taken by an AI Agent or an AI Client.
1.8. "Third Party AI Provider" means a provider of third-party AI models, tools or services integrated into the AI Services under a contract entered into by JaliHR. An AI Client chosen by the Customer is not a Third Party AI Provider.
2.1. The Platform incorporates AI functionality, which may support features including drafting assistance, summarisation of notes and feedback, document classification, data extraction and mapping, payroll and expense categorisation, competency and job description drafting, candidate matching support, survey theme analysis, anomaly detection, search, and support assistance.
2.2. Some AI features are visible and interactive. Others operate in the background as part of the Platform's ordinary data processing. In both cases the processing of Customer Data is governed by the Agreement, by the Data Processing Addendum where JaliHR acts as processor, and by the Privacy Policy where JaliHR acts as controller.
2.3. JaliHR will identify AI-generated content as artificially generated where required by Applicable Law, and will tell Users when they are interacting directly with an AI system unless that is obvious from the circumstances.
3.1. The Customer is solely responsible for all Inputs and for ensuring that Inputs are accurate, lawful, appropriate and lawfully obtained, and that the Customer has the rights necessary to provide them to JaliHR and its Third Party AI Providers.
3.2. The Customer is solely responsible for reviewing, validating and verifying every Output before acting on it or relying on it.
3.3. The Customer is solely responsible for ensuring that its use of the AI Services and of any Output complies with Applicable Law, including Data Protection Laws, employment and anti-discrimination law, and any legislation governing the use of artificial intelligence in employment contexts.
3.4. The Customer acknowledges that JaliHR may share Inputs with Third Party AI Providers as necessary to deliver the AI Services, and that those providers are engaged as Subprocessors and are listed in Annex 3 to the Data Processing Addendum.
4.1. No sole or primary reliance. The Customer will not use any Output as the sole or primary basis for a decision that produces legal effects or similarly significant effects on an individual. Without limitation, this applies to:
(a) recruitment, screening, filtering, ranking or shortlisting of candidates;
(b) hiring, promotion, demotion, task allocation, role assignment, level or step assignment;
(c) performance assessment, rating, calibration or monitoring;
(d) compensation, bonus, benefits or leave entitlement decisions;
(e) disciplinary action, redundancy selection or termination;
(f) eligibility for, or the terms of, any benefit, advance or credit facility; and
(g) any other decision that, taken without meaningful human oversight, would constitute the use of a high-risk AI system under Applicable Law.
4.2. In every case within clause 4.1, the Customer will ensure that a qualified individual with sufficient authority, competence, and access to the relevant information actively reviews the Output and retains the practical ability to override it before any decision is finalised or acted upon.
4.3. The restrictions in this clause apply equally to Outputs received through, and actions executed by, any Customer-Initiated AI Integration.
4.4. Where the Customer uses an AI Client to produce content, recommendations or decisions presented directly to individuals, including candidates, Workers and Employee Users, or to take actions affecting individuals, the Customer will disclose the use of AI to those individuals in accordance with Applicable Law and with the AI Client provider's transparency requirements.
5.1. All Outputs generated and actions executed by an AI Agent in connection with the Customer's Account are deemed to be actions taken by the Customer and on the Customer's behalf, whether the AI Agent is provided by JaliHR, by a Third Party AI Provider, or by an AI Client connected through an AI Integration Endpoint.
5.2. The Customer is solely responsible for configuring, supervising and monitoring any automated or downstream process triggered by an AI Agent, including any payroll, deduction, document, communication or permission change.
5.3. JaliHR does not warrant that an AI Agent will operate without error. The Customer will maintain appropriate safeguards, approval gates and human oversight to identify and correct errors in AI Agent actions. JaliHR strongly recommends that AI Agent permissions exclude payroll finalisation, disbursement release, permission escalation and deletion actions.
6.1. No training on Customer Data. JaliHR does not use Customer Data, whether identifiable or anonymised, to train or fine-tune general-purpose AI models. JaliHR contractually requires its Third Party AI Providers not to use Customer Data to train or fine-tune their general-purpose models.
6.2. Ownership. As between the parties, Inputs and Outputs are the Customer's. JaliHR may use Inputs and Outputs as necessary to provide the Services, and may use aggregated and de-identified data derived from them in accordance with clause 7.3 of the Platform Terms.
6.3. Where the Customer connects an AI Client through an AI Integration Endpoint, any training, retention or other use of data by that AI Client's provider is governed by the Customer's agreement with that provider, and not by the Agreement.
7.1. Authentication. The Customer and its Authorised Users will access an AI Integration Endpoint only through the authentication mechanisms JaliHR makes available, and will not share, embed or expose credentials in shared documents, code repositories or any location accessible to unauthorised persons.
7.2. Scope. An AI Client operates within the scope of the permissions held by the authenticated Authorised User, including the ability to read and modify Confidential Information and Personal Data accessible to that user. The Customer is responsible for scoping credentials to the minimum permissions reasonably necessary.
7.3. Revocation. The Customer will revoke AI Client access promptly when an Authorised User leaves the organisation, changes role, or no longer requires the integration.
7.4. Lawful basis and transparency. The Customer is the controller of the disclosure of Personal Data to the AI Client and of any onward processing by it. The Customer will maintain a lawful basis for that disclosure and will inform its personnel and other affected data subjects of the existence and operation of the integration to the extent required by Applicable Law. JaliHR is not a party to the Customer's relationship with any AI Client provider and does not engage that provider as a Subprocessor.
7.5. Prohibited uses. The Customer will not use, and will not permit any AI Client to use, an AI Integration Endpoint to:
(a) circumvent any contractual limit, usage limit, Worker count, Category gate, pricing, jurisdictional restriction or scope of service;
(b) extract, scrape or replicate data for the purpose of training any AI model or building a competing product or service;
(c) make automated requests at a volume or frequency that may degrade the Platform or the experience of other customers, or that exceeds published rate limits;
(d) probe, scan or test the vulnerability of an AI Integration Endpoint other than as expressly permitted;
(e) attempt to access the data of any other JaliHR customer or user, or to bypass the permissions held by the authenticated user;
(f) engage in jailbreaking, prompt injection, or any technique designed to bypass the AI Client's or JaliHR's safety guardrails, or to inject content into Inputs designed to coerce an AI Client into calling external software, tools or resources that the authenticated user has not requested, or to pull behavioural instructions from external sources;
(g) issue instructions inconsistent with the natural-language tool descriptions JaliHR publishes, or coerce other software components to call the endpoint other than at the direction of an authorised user; or
(h) access the endpoint from any country or region not supported by the applicable AI Client provider, or in a manner inconsistent with that provider's terms, privacy policy, data processing terms or acceptable use policy.
7.6. Suspension. JaliHR may suspend access to an AI Service or AI Integration Endpoint, or block a specific AI Client, where it reasonably believes that the endpoint is being used in breach of these AI Terms or Applicable Law, that suspension is necessary to protect the security or integrity of the Platform or other customers' data, or that JaliHR is required to do so by the rules of a directory or partner programme through which the endpoint is made available. JaliHR will give prior notice where practicable and notice as soon as practicable afterwards where not.
7.7. Modification and availability. JaliHR may add, remove, modify, deprecate, restrict or replace any AI Integration Endpoint, any tool exposed through it, its published tool descriptions, its authentication mechanisms or its rate limits at any time. JaliHR will use reasonable efforts to give advance notice of material changes, but the absence of notice is not a breach where the change is required for security, compliance or partner programme rules. Continued use after a modification constitutes acceptance of it.
7.8. No service level. Availability of AI Integration Endpoints is offered on a reasonable-efforts basis and is excluded from the Support Policy and Service Levels, including any availability commitment or service credit, unless expressly agreed in writing.
7.9. Fees. JaliHR reserves the right to charge for use of AI Services and AI Integration Endpoints on notice in accordance with clause 6.8 of the Platform Terms.
8.1. All Outputs, including AI Agent actions, are provided "as is" and with all faults. JaliHR makes no representation or warranty of any kind in respect of any Output, including as to accuracy, completeness, currency, reliability, originality, non-infringement or fitness for any purpose. Outputs may be inaccurate, incomplete, biased, outdated or fabricated. The Customer assumes all risk associated with its use of the AI Services and of any Output.
8.2. AI Services are decision support and operational assistance tools. They are not a substitute for professional judgement or for a qualified human resources practitioner, legal adviser, tax adviser or compliance professional.
8.3. JaliHR does not guarantee that the Customer's use of the AI Services or of any Output complies, or will continue to comply, with Applicable Law, or that future legislation will not affect that use.
8.4. Where an Output is generated by an AI Client connected through a Customer-Initiated AI Integration, that Output is produced by the AI Client's provider and not by JaliHR. JaliHR does not control that client's prompts, models, training data, system instructions, actions or output filters, and disclaims all warranties in respect of those Outputs to the maximum extent permitted by Applicable Law.
8.5. JaliHR is not responsible for the unavailability, performance, security or data handling of any Third Party AI Provider or any AI Client.
The Customer will defend and indemnify JaliHR, its Affiliates and their respective directors, officers, employees and agents against all Losses arising out of or relating to:
(a) the Customer's Inputs, including any allegation that they infringe third-party rights or were processed without a lawful basis;
(b) any decision or action taken by the Customer on the basis of an Output;
(c) the Customer's use of the AI Services in breach of these AI Terms, the Agreement or Applicable Law;
(d) any employment-related claim brought by a Worker, Employee User, former Worker or candidate arising from the Customer's reliance on an Output;
(e) the Customer's enablement, configuration, use or misuse of any AI Integration Endpoint or Customer-Initiated AI Integration, including unauthorised access resulting from a failure to revoke credentials, any breach of an AI Client provider's terms, and any claim by a data subject relating to disclosure of their Personal Data to an AI Client without a lawful basis; and
(f) any claim brought against JaliHR by an AI Client provider, directory operator or partner programme arising from the Customer's use of an AI Integration Endpoint.
10.1. JaliHR is not liable for any Loss arising from: (a) a decision or action taken on the basis of an Output or an AI Agent action; (b) the accuracy, completeness, reliability or fitness for purpose of any Output; (c) the Customer's use of a Third Party AI Provider's outputs; (d) the operation, availability, accuracy, security or data handling of any AI Client, including any loss, corruption or modification of Customer Data resulting from a Customer-Initiated AI Integration; (e) actions taken by an AI Client within the scope of credentials issued by the Customer; or (f) an AI Client provider's breach of its agreement with the Customer.
10.2. Liability arising from the operation of an AI Integration Endpoint itself, as distinct from the AI Client, is subject to the caps in clause 22 of the Platform Terms.
Any provision of these AI Terms that by its nature is intended to survive termination of the Customer's access to the AI Services or AI Integration Endpoints continues in force after termination.
This Policy is issued by Getjali Group Limited, a private company limited by shares incorporated in the Republic of Uganda on 25 August 2025, registration number 80034378822719, registered office Level 5, Padre Pio House, Lumumba Avenue, Kampala, Uganda, trading as "JaliHR" ("JaliHR", "we", "us").
Contact: privacy@jalihr.org.
Data protection contact or representative: [INSERT].
Registration with the Personal Data Protection Office of Uganda: [INSERT REGISTRATION NUMBER / status].
JaliHR plays two different roles, and which one applies determines who you contact about your data.
2.1. When we are a processor (most employee data).
If your employer uses JaliHR to manage your employment records, payroll, leave, attendance, performance or benefits, your employer decides what data is held about you, why, and for how long. Your employer is the data controller. We process that data on your employer's instructions under our Data Processing Addendum.
If you want to access, correct, delete, restrict or object to the processing of your employment data, or to complain about it, contact your employer's HR or people team in the first instance. If you contact us directly, we will tell you to contact your employer and will forward your request to them. We are not permitted to act on that data without your employer's instruction.
2.2. When we are a controller.
We are the controller for the data described in section 3, which is data we hold for our own purposes: running our website, selling and supporting our product, billing our customers, keeping our platform secure, and complying with the law. This Policy explains that processing, and you can exercise your rights against us directly for it.
| Category | Examples | Why we process it | Lawful basis |
|---|---|---|---|
| Account and administrator data | Name, business email, phone, job title, organisation, login credentials, authentication events | To create and secure accounts, authenticate users, provide support | Performance of a contract; legitimate interests |
| Billing data | Billing contact, invoicing address, tax identifiers, payment references, invoice history | To invoice and collect payment, meet tax and accounting obligations | Performance of a contract; legal obligation |
| Prospect and marketing data | Business contact details, company details, communication history, event and webinar attendance, form submissions | To respond to enquiries, run demonstrations, send product and marketing communications | Legitimate interests; consent where required |
| Support data | Correspondence, tickets, call and screen-share recordings, in-app chat | To provide support, train our team, resolve disputes | Performance of a contract; legitimate interests |
| Usage and technical data | IP address, device and browser data, pages visited, feature usage, logs, error reports, cookie identifiers | To operate, secure, troubleshoot and improve the platform | Legitimate interests; consent for non-essential cookies |
| Security and compliance data | Access logs, security event records, verification and screening records, sanctions and anti-money laundering checks | To prevent fraud and abuse, verify customers, meet legal obligations | Legal obligation; legitimate interests |
| Recruitment data (applicants to JaliHR) | Application, CV, interview notes, assessment results, references | To assess applications and manage recruitment | Steps prior to a contract; legitimate interests |
We do not sell personal data. We do not use employee data held on behalf of our customers for our own marketing.
We use strictly necessary cookies to operate the platform and keep it secure. These cannot be switched off. We use analytics and performance cookies to understand how the product and website are used, and, where we run them, marketing cookies. Non-essential cookies are set only with your consent, which you can give, withhold or withdraw through our cookie banner and preference centre. Full details are in our Cookie Policy at jalihr.org/legal/cookies.
We do not disclose one customer's data to another customer.
We are based in Uganda and use cloud infrastructure and service providers located outside Uganda. Where we transfer personal data out of Uganda, we rely on the mechanisms described in Annex 4 of our Data Processing Addendum, including contractual safeguards and, where the data originates in the European Economic Area, the United Kingdom or Switzerland, the European Commission's standard contractual clauses and the UK international data transfer addendum.
Subject to the conditions and exemptions in applicable data protection law, you have the right to: be informed about how your data is used; access your data; have inaccurate data corrected; have data erased in certain circumstances; restrict processing; object to processing based on legitimate interests and to direct marketing; receive your data in a portable format; withdraw consent where processing is based on consent; and not be subject to a decision based solely on automated processing that produces legal or similarly significant effects.
To exercise a right against us as controller, contact privacy@jalihr.org. We will respond within the period required by applicable law. We may ask you to verify your identity.
If your request concerns data your employer holds about you on our platform, contact your employer. See section 2.1.
You also have the right to complain to a supervisory authority. In Uganda, that is the Personal Data Protection Office. If you are in the European Economic Area or the United Kingdom, you may complain to your local supervisory authority.
We maintain technical and organisational measures designed to protect personal data, described in Annex 2 of our Data Processing Addendum. Our staff do not have standing access to customer production data and cannot log in as, impersonate or transact on behalf of a user in the ordinary course. No system is completely secure, and we cannot guarantee absolute security.
The platform is a business tool and is not directed at children. Where a customer records data about a worker under the age of eighteen, or about a worker's dependants, that customer is the controller and is responsible for the lawful basis and safeguards.
We do not make decisions producing legal or similarly significant effects about individuals based solely on automated processing. Our platform contains AI-assisted features, but those features are decision support only, and our customers are contractually required to ensure a qualified human reviews and can override any output before a decision is taken. See our AI Terms.
We may update this Policy. Where a change is material, we will give notice by email or in-product before it takes effect. The version and effective date at the top of this Policy indicate when it was last revised.
privacy@jalihr.org
Getjali Group Limited (trading as JaliHR), Level 5, Padre Pio House, Lumumba Avenue, Kampala, Uganda
This Data Processing Addendum ("DPA") forms part of the Agreement between the Customer and JaliHR. It applies to the processing of Personal Data by JaliHR on behalf of the Customer in connection with the Services. Capitalised terms not defined here have the meanings given in the Platform Terms.
Where JaliHR processes Personal Data as an independent controller, that processing is described in the Privacy Policy and is outside the scope of this DPA.
1.1. "Controller", "Processor", "Data Subject", "Personal Data", "Processing", "Special Personal Data", "Supervisory Authority" and "Personal Data Breach" have the meanings given in the applicable Data Protection Laws. In Uganda, references to a Controller include a "data controller" and references to a Processor include a "data processor" as defined in the Data Protection and Privacy Act, 2019.
1.2. "Customer Personal Data" means Personal Data contained within Customer Data and processed by JaliHR on the Customer's behalf under the Agreement.
1.3. "PDPO" means the Personal Data Protection Office established under the Data Protection and Privacy Act, 2019 of Uganda.
1.4. "Standard Contractual Clauses" means the standard contractual clauses for the transfer of personal data to third countries adopted by the European Commission under Implementing Decision (EU) 2021/914, and, where relevant, the UK International Data Transfer Addendum issued by the UK Information Commissioner.
2.1. The Customer is the Controller of Customer Personal Data. JaliHR is the Processor. Where the Customer is itself a processor acting on behalf of a third-party controller, JaliHR is a sub-processor, and the Customer warrants that it has the authority of that controller to enter into this DPA and to issue the instructions it gives.
2.2. Annex 1 sets out the subject matter, duration, nature and purpose of processing, the categories of Data Subject and the types of Personal Data.
2.3. This DPA applies for as long as JaliHR processes Customer Personal Data.
JaliHR will:
3.1. Process only on instructions. Process Customer Personal Data only on the Customer's documented instructions, including as to transfers to a third country, unless required to do otherwise by Applicable Law, in which case JaliHR will inform the Customer of that requirement before processing, unless the law prohibits it. The Agreement, the Order Form, the configuration choices the Customer makes in the Platform, and the Customer's use of the Services constitute the Customer's documented instructions.
3.2. Notify unlawful instructions. Inform the Customer promptly if, in JaliHR's opinion, an instruction infringes Data Protection Laws. JaliHR may suspend performance of the affected instruction until it is confirmed, amended or withdrawn.
3.3. Confidentiality. Ensure that every person authorised to process Customer Personal Data is subject to an appropriate obligation of confidentiality, is trained in data protection and security, and processes the data only on a need-to-know, least-privilege basis.
3.4. Security. Implement and maintain the technical and organisational measures set out in Annex 2, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of processing, and the risks to Data Subjects. JaliHR may update those measures provided the overall level of protection is not materially reduced.
3.5. Subprocessors. Engage Subprocessors only in accordance with clause 5.
3.6. Assistance with Data Subject rights. Taking into account the nature of the processing, provide reasonable assistance by appropriate technical and organisational measures, insofar as possible, to enable the Customer to respond to requests from Data Subjects to exercise their rights, including access, rectification, erasure, restriction, objection, portability and the right not to be subject to a decision based solely on automated processing. The Platform provides self-service functionality that allows the Customer to locate, export, amend and delete Customer Personal Data directly, and the Customer will use that functionality in the first instance.
3.7. Requests received directly. Where JaliHR receives a request from a Data Subject in relation to Customer Personal Data, JaliHR will not respond to the substance of that request other than to confirm that the request should be directed to the Customer, and will forward the request to the Customer without undue delay, unless it is legally required to respond.
3.8. Assistance with obligations. Provide reasonable assistance to the Customer with data protection impact assessments, prior consultation with a Supervisory Authority, security obligations and breach notification obligations, in each case taking into account the nature of the processing and the information available to JaliHR.
3.9. Deletion and return. At the Customer's election, delete or return Customer Personal Data at the end of the provision of the Services, in accordance with clause 24 of the Platform Terms, and delete existing copies unless Applicable Law requires storage.
3.10. Records and audit. Maintain records of its processing activities as required by Data Protection Laws, and make available to the Customer the information reasonably necessary to demonstrate compliance with this DPA.
3.11. Registration. Maintain any registration with the PDPO or other Supervisory Authority required of it in its capacity as a data processor.
4.1. The Customer warrants and undertakes that:
(a) it has, and will maintain throughout the term, a valid lawful basis for each processing operation it instructs, including any processing of Special Personal Data, biometric data, location data and monitoring data;
(b) it has provided all notices and obtained all consents and authorisations required under Data Protection Laws and employment law, including in respect of Worker Data, applicant data, next-of-kin and dependant data, and any disclosure to a Rail Partner, Payment Partner or Third Party Product;
(c) its instructions to JaliHR comply with Data Protection Laws;
(d) it has completed any data protection impact assessment required for the Modules it enables, including time and attendance monitoring, geolocation, biometric processing and AI-assisted features;
(e) it is registered with the PDPO or other Supervisory Authority where required of it; and
(f) it will not instruct JaliHR to process Personal Data in a way that would place JaliHR in breach of Data Protection Laws.
4.2. The Customer is responsible for the accuracy of Customer Personal Data, for determining retention periods within the Platform, for configuring permissions so that Personal Data is accessible only to those who need it, and for responding to Data Subject requests.
4.3. The Customer will not upload Special Personal Data or other high-risk categories to a Module not designed to hold them, in accordance with clause 7.9 of the Platform Terms.
5.1. The Customer gives JaliHR general written authorisation to engage Subprocessors for the processing of Customer Personal Data. The Subprocessors engaged at the date of this DPA are listed in Annex 3.
5.2. JaliHR will impose on each Subprocessor, by written contract, data protection obligations that are no less protective than those in this DPA, and remains fully liable to the Customer for the performance of each Subprocessor's obligations.
5.3. JaliHR will give the Customer at least thirty (30) days' notice before adding or replacing a Subprocessor, by email to the Account's designated privacy contact and by updating Annex 3. The Customer may object on reasonable data protection grounds within that period, giving reasons. The parties will discuss the objection in good faith. If the objection cannot be resolved, and JaliHR is unable to offer a commercially reasonable alternative, the Customer may terminate the affected Service on written notice and receive a pro-rated refund of prepaid, unused Fees for that Service. Termination on this basis is the Customer's sole remedy.
5.4. JaliHR may engage a Subprocessor without prior notice where necessary to address an emergency or an urgent security risk, and will notify the Customer as soon as reasonably practicable afterwards.
6.1. The Customer acknowledges and instructs that Customer Personal Data may be transferred to, stored in and accessed from jurisdictions outside the Customer's own and outside Uganda, including where JaliHR's cloud infrastructure, support personnel and Subprocessors are located. The relevant locations are identified in Annex 3.
6.2. Uganda. For transfers of Personal Data outside Uganda, JaliHR relies on the mechanisms set out in Annex 4, which are designed to satisfy section 19 of the Data Protection and Privacy Act, 2019, including the requirement that the recipient jurisdiction provides adequate protection, or that the Data Subject has consented, or that the transfer is necessary for the performance of a contract.
6.3. European Economic Area, United Kingdom and Switzerland. Where the transfer of Personal Data from those territories requires an appropriate safeguard, the Standard Contractual Clauses are incorporated into this DPA by reference and take effect as set out in Annex 4, with the Customer as data exporter and JaliHR as data importer, on the module applicable to the parties' respective roles.
6.4. Other jurisdictions. Where the Customer processes Personal Data subject to the Kenya Data Protection Act, the Nigeria Data Protection Act or equivalent legislation, the parties will implement the transfer mechanism required by that legislation, and JaliHR will provide reasonable assistance to do so.
6.5. JaliHR will notify the Customer if it becomes subject to a legally binding request by a public authority for disclosure of Customer Personal Data, unless prohibited by law, and will challenge a request that it considers unlawful or excessive.
7.1. JaliHR will notify the Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a Personal Data Breach affecting Customer Personal Data.
7.2. The notification will include, to the extent then known and as information becomes available: the nature of the breach; the categories and approximate number of Data Subjects and records affected; the likely consequences; the measures taken or proposed to address it and to mitigate its effects; and a contact point for further information. JaliHR may provide information in phases where it is not all available at once.
7.3. JaliHR will take reasonable steps to investigate, contain, mitigate and remediate the breach, and will provide the Customer with reasonable cooperation and information to enable the Customer to meet its own notification obligations to Supervisory Authorities and Data Subjects.
7.4. Notification to authorities and Data Subjects is the Customer's responsibility as Controller. JaliHR will not notify a Supervisory Authority or any Data Subject on the Customer's behalf without the Customer's prior written instruction, except where JaliHR is itself independently required to notify.
7.5. JaliHR's notification of a Personal Data Breach is not, and will not be construed as, an acknowledgement of fault or liability.
8.1. JaliHR will make available to the Customer, on written request and no more than once in any twelve (12) month period, information reasonably necessary to demonstrate compliance with this DPA, including its then-current security documentation, penetration test summary and any third-party certification or audit report it holds.
8.2. Where the information provided under clause 8.1 is not sufficient to demonstrate compliance, and the Customer is required by a Supervisory Authority or by Data Protection Laws to conduct an audit, the Customer may, on thirty (30) days' written notice, conduct an audit of JaliHR's processing, subject to the following: the audit takes place during business hours; it does not unreasonably disrupt JaliHR's operations; it does not extend to the data, systems or premises of any other customer; the auditor is not a competitor of JaliHR and signs a confidentiality undertaking; the scope is agreed in advance; and the Customer bears its own costs and reimburses JaliHR's reasonable costs of assistance at JaliHR's then-current professional services rates.
8.3. An additional audit is permitted following a confirmed Personal Data Breach affecting the Customer's Personal Data, or where required by a Supervisory Authority.
9.1. Each party's liability under or in connection with this DPA is subject to the exclusions and caps in clause 22 of the Platform Terms, including the enhanced cap in clause 22.4, except to the extent Applicable Law prohibits the limitation of liability owed directly to a Data Subject or a Supervisory Authority.
9.2. Nothing in this DPA limits the rights of Data Subjects under Data Protection Laws.
10.1. In the event of conflict between this DPA and the remainder of the Agreement, this DPA prevails in relation to the processing of Personal Data.
10.2. In the event of conflict between this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses prevail in relation to transfers to which they apply.
10.3. JaliHR may update this DPA where necessary to reflect a change in Data Protection Laws, guidance from a Supervisory Authority, or a change to its Subprocessors or security measures, provided the change does not materially reduce the protection afforded to Customer Personal Data.
10.4. JaliHR's data protection contact: privacy@jalihr.org. JaliHR's Data Protection Officer or nominated representative: [INSERT NAME AND CONTACT, IF APPOINTED].
Subject matter: provision of the JaliHR human resources and payroll platform and related services under the Agreement.
Duration: the term of the Agreement, plus the export and deletion periods described in clause 24 of the Platform Terms.
Nature and purpose of processing: hosting, storage, organisation, structuring, retrieval, consultation, calculation, generation, transmission, disclosure to Customer-nominated recipients, backup, restriction, erasure and destruction, in each case for the purpose of enabling the Customer to administer its workforce, run payroll, manage leave, attendance, contracts, documents, performance, goals, recruitment, learning, compensation and reporting, and to receive support.
Categories of Data Subject:
- the Customer's employees, directors, casual workers, interns and contractors (current and former)
- job applicants and candidates
- the Customer's administrators, managers, approvers and other Authorised Users
- emergency contacts, next of kin, dependants and beneficiaries named by a Worker
- referees and third-party contacts recorded by the Customer
Types of Personal Data:
- identity and contact data: name, photograph, date of birth, sex, nationality, national identification number, passport number, address, telephone number, email address
- employment data: employee number, job title, job family, track, level, department, manager, work location, country of engagement, start and end dates, contract type, working pattern, probation and notice terms
- statutory and tax identifiers: tax identification number (for example, URA TIN), social security number (for example, NSSF number), local service tax district, work permit or visa reference
- compensation data: salary, grade and band, allowances, bonuses, commissions, deductions, benefits elections, payslip data, pay history
- financial data: bank account details, mobile money wallet number, payment references
- time and leave data: attendance records, clock-in and clock-out events, shift allocations, leave balances, leave type and reason where entered
- performance and development data: objectives, goal attainment, competency assessments, review ratings, feedback, one-to-one notes, learning records
- recruitment data: applications, curricula vitae, interview notes, assessment results, offer details
- device and usage data associated with an identified user: IP address, device identifier, login and access logs, audit trail entries
- where the Customer enables the relevant feature: geolocation data captured at configured events, biometric identifiers and templates
- where the Customer enters it: health-related data such as sick leave records and medical reimbursement entries; disciplinary and grievance records; trade union membership
Special Personal Data: the Platform is capable of holding Special Personal Data, including health, biometric and trade union data, where the Customer chooses to enter it. The Customer is responsible for the lawful basis and additional safeguards required. See clauses 4.1 and 4.3 of this DPA.
Frequency of transfer: continuous, for the duration of the Agreement.
This Annex must be completed to match JaliHR's actual implemented controls before publication. Do not publish an aspirational control. See the General Counsel memo, item 9.
1. Infrastructure and hosting
- The Platform is hosted on Google Cloud Platform, including Firebase and Cloud Firestore, in the region(s) identified in Annex 3.
- Multi-tenant architecture with logical tenant isolation enforced at the data access layer and by security rules deployed to each environment.
- Separation of production, staging and development environments. Production data is not used in development or testing environments other than in de-identified form.
2. Encryption
- Personal Data is encrypted at rest using the cloud provider's managed encryption (AES-256 or equivalent).
- Personal Data is encrypted in transit using TLS 1.2 or higher.
- [INSERT: key management arrangements.]
3. Access control
- Role-based access control within the Platform, configured by the Customer.
- JaliHR personnel have no standing production access to Customer Data and cannot log in as, impersonate or transact on behalf of an Authorised User in the ordinary course. Access is granted on a least-privilege, time-bound, approved and logged basis for defined operational purposes.
- Multi-factor authentication is enforced for all JaliHR personnel accounts with access to production systems.
- Access rights for JaliHR personnel are reviewed at least [quarterly] and revoked on the day of role change or departure.
4. Logging and monitoring
- Application-level audit logging of authentication events, permission changes, payroll finalisation, data exports and record deletions.
- Infrastructure logging and alerting for anomalous access patterns.
- Log retention of not less than [INSERT] months.
5. Backup and resilience
- Automated backups taken at least [daily], stored in a separate location from the primary data.
- Backup restoration tested at least [annually].
- Stated recovery point objective: [INSERT]. Stated recovery time objective: [INSERT].
6. Secure development
- Version control, peer code review and separation of duties for changes to production.
- Dependency and vulnerability scanning.
- Security rules and access rules are deployed to each environment before that environment is used for live or test writes.
- Penetration testing conducted at least [annually] by a qualified third party. [Confirm whether this is in place.]
7. Personnel
- Confidentiality undertakings in all employment and contractor agreements.
- Background screening where lawful and proportionate.
- Data protection and security awareness training on joining and at least annually.
8. Incident management
- Documented security incident response procedure with defined roles and escalation.
- Breach notification to affected customers within seventy-two (72) hours of becoming aware, as set out in clause 7 of this DPA.
9. Supplier management
- Due diligence on Subprocessors before engagement, and written data protection terms with each.
10. Deletion
- Deletion of Customer Data on termination in accordance with clause 24 of the Platform Terms, including deletion from backups within the backup rotation cycle.
This Annex must be verified against actual data flows before publication. Every third party that touches Customer Personal Data must appear here. See the General Counsel memo, item 10.
| Subprocessor | Purpose | Data processed | Location of processing |
|---|---|---|---|
| Google LLC / Google Cloud EMEA Limited (Google Cloud Platform, Firebase, Cloud Firestore) | Cloud hosting, database, authentication, file storage | All Customer Personal Data | [INSERT REGION(S)] |
| [Email delivery provider] | Transactional email: invitations, notifications, payslip alerts, password resets | Name, email address, notification content | [INSERT] |
| [AI model provider] | AI Services under the AI Terms | Inputs submitted to AI features | [INSERT] |
| [Support and ticketing provider] | Customer support and in-app help | Contact details, support content | [INSERT] |
| [Analytics / error monitoring provider] | Product telemetry and error reporting | Usage Data, device and log data | [INSERT] |
| [Payment / billing processor] | Collection of Fees from the Customer | Customer billing contact and payment data | [INSERT] |
| [Rail Partner entity] | Benefits, savings, insurance, education payment and deduction facilities, where the Customer enables them | Worker identity, employment status, pay and deduction data | [INSERT] |
| JaliHR Affiliates | Support, engineering and operations | All Customer Personal Data, on a least-privilege basis | Uganda, [INSERT] |
Note on the Rail Partner: where the Customer enables a benefits or deduction facility, the Rail Partner acts as an independent controller for its own products and its own regulatory obligations, and not merely as JaliHR's Subprocessor. The Customer's disclosure of Worker Data to the Rail Partner is a controller-to-controller disclosure for which the Customer requires its own lawful basis. See clause 10.7 of the Platform Terms.
Note on Payment Partners: banks, mobile money operators and payment processors act as independent controllers in respect of payment instructions and the anti-money laundering obligations that attach to them. They are not JaliHR Subprocessors for that processing.
A. Transfers out of Uganda
Section 19 of the Data Protection and Privacy Act, 2019 restricts the processing or storage of personal data outside Uganda unless the recipient country has adequate protection, or one of the statutory conditions is met. For transfers under the Agreement, JaliHR relies on the following, in order:
The Customer acknowledges that it is the Controller and that the assessment of adequacy and the obtaining of any required consent are the Customer's responsibility, with JaliHR's reasonable assistance.
B. Transfers from the EEA, the United Kingdom and Switzerland
Where Customer Personal Data originating in the EEA, the United Kingdom or Switzerland is transferred to JaliHR in Uganda or to a Subprocessor in a third country, the Standard Contractual Clauses apply as follows:
Capitalised terms have the meanings given in the JaliHR Platform Terms of Service. This Policy applies to every User, including Customers, Administrators, Authorised Users and Employee Users, and to anyone acting through an Account.
Breach of this Policy is a material breach of the Agreement and may result in immediate suspension or termination under clause 23.5 or 23.4 of the Platform Terms, and in reporting to competent authorities, Payment Partners and, where relevant, affected Workers.
You will use the Platform only for lawful purposes, only for the internal workforce administration of your own organisation and its Affiliates, and only in accordance with the Documentation, the Agreement and Applicable Law.
You will not, and will not permit any person to use the Platform to:
(a) launder money or disguise the origin of illicit funds;
(b) commit, facilitate or conceal fraud, including payroll fraud, ghost-worker schemes, falsified attendance records, inflated headcount, or fabricated invoices or expense claims;
(c) evade tax, social security or statutory contributions, including by mis-stating pay elements, misclassifying workers, or maintaining parallel or undisclosed payroll records;
(d) breach any sanctions, embargo or export control, or transact with any Restricted Party;
(e) offer, give, solicit or accept a bribe or improper advantage;
(f) finance terrorism or any proscribed organisation.
(g) harass, victimise, abuse, intimidate, defame, stalk or discriminate against any individual or group, including on grounds of sex, gender, gender identity, sexual orientation, marital status, pregnancy, religion, ethnicity, tribe, race, colour, age, national origin, disability, health status, political opinion or trade union membership;
(h) conduct covert or undisclosed monitoring of Workers, including hidden location tracking, keystroke logging, covert recording or surveillance that has not been notified to the affected individuals as required by Applicable Law;
(i) collect or process biometric data without a lawful basis and, where required, explicit consent, or use biometric data for any purpose other than the one notified;
(j) take a deduction from any Worker's pay without a valid written or auditable electronic mandate, or in breach of any statutory limit on deductions or minimum take-home requirement;
(k) suppress, discourage or retaliate against whistleblowing, a grievance, a trade union activity or a lawful complaint to a regulator;
(l) use the Platform to build, maintain or share a blacklist, informal do-not-hire register or reference-sharing arrangement intended to prevent individuals from obtaining work;
(m) process the data of children or vulnerable persons other than lawfully and in accordance with the Platform Terms;
(n) engage in, facilitate or conceal forced labour, bonded labour, human trafficking or child labour.
(o) upload Personal Data you have no lawful basis to process, or use Customer Data for a purpose incompatible with the purpose for which it was collected;
(p) upload data belonging to another organisation without authority, including data taken from a former employer or a competitor;
(q) export, sell, licence or otherwise commercialise Worker Data, including compensation data, to any third party other than as permitted under the Agreement;
(r) attempt to re-identify any aggregated or de-identified data;
(s) use the Platform to conduct credit scoring, profiling or automated decision-making about individuals in breach of Data Protection Laws.
(t) attempt to gain unauthorised access to the Platform, to another Customer's tenant, or to any account, system or network connected to it;
(u) introduce or transmit any virus, worm, trojan, ransomware, logic bomb or other malicious code;
(v) conduct a denial of service attack, or generate load, request volume or request frequency that degrades the Platform or the experience of other customers;
(w) probe, scan, penetration-test or otherwise test the vulnerability of the Platform other than under written authorisation from JaliHR;
(x) circumvent or attempt to circumvent any authentication, rate limit, permission control, usage limit, Worker count, Category gate, licensing restriction or billing mechanism;
(y) scrape, crawl, harvest or bulk-extract data other than through functionality JaliHR expressly provides;
(z) reverse engineer, decompile or disassemble any part of the Platform, except to the extent this restriction cannot lawfully be imposed;
(aa) share, resell, sublicense or provide Platform access to any person who is not an Authorised User, or use one Authorised User seat for more than one individual;
(bb) use the Platform, its outputs, its benchmark methodology or its Documentation to develop, train, market or assist in developing a competing product or service.
(cc) upload or transmit content that is defamatory, obscene, sexually explicit, hateful, threatening or otherwise unlawful;
(dd) infringe or misappropriate the Intellectual Property Rights, moral rights, publicity rights or privacy rights of any person;
(ee) send unsolicited commercial messages, spam, phishing or deceptive communications through Platform messaging, announcement, survey or recruitment features;
(ff) impersonate any person, misrepresent your identity, affiliation or authority, or falsify the origin of any communication;
(gg) post a job advertisement that is fraudulent, that is not for a genuine vacancy, that requires payment from applicants, or that discriminates unlawfully.
(hh) manipulate the Headcount Snapshot, including by deactivating and reactivating Workers around a Billing Period boundary, in order to reduce Fees;
(ii) create multiple Accounts to circumvent Giveaway Programme limits, trial limits, pricing tiers or a prior suspension or termination;
(jj) use a Trial, pilot or Beta Feature for live payroll where JaliHR has stated it is not intended for that purpose;
(kk) alter, backdate or delete an audit record, payroll register, payslip or approval trail other than through the correction mechanisms the Platform provides.
The restrictions in the AI Terms form part of this Policy, including the prohibitions on using AI outputs as the sole or primary basis for decisions with legal or similarly significant effects on individuals, on prompt injection and jailbreaking, and on using AI integration endpoints to extract data for model training or to build a competing service.
To report a suspected breach of this Policy, content that infringes your rights, or conduct that endangers a Worker, contact abuse@jalihr.org. To report a suspected security vulnerability, contact security@jalihr.org and do not exploit, publicise or share the vulnerability before JaliHR has had a reasonable opportunity to remediate it.
JaliHR may investigate suspected breaches and may, at its discretion and without liability: restrict or remove content; restrict or disable a feature, Module or Authorised User; suspend or terminate the Account; freeze funds held in connection with Disbursement Services; and report the matter to law enforcement, a regulator, a data protection authority or a Payment Partner. Where lawful and practicable, JaliHR will notify the Customer. JaliHR has sole and final determination of whether this Policy has been breached.
JaliHR has no obligation to monitor for breaches of this Policy and assumes no liability for failing to detect one.
Capitalised terms not defined here have the meanings given in the Platform Terms. This Policy applies to Customers on a paid subscription. Where it applies to Giveaway Programme participants, it does so as modified by Part 6.
1.1. Support is available through: the in-product help button; email to support@jalihr.org; telephone on [INSERT]; and WhatsApp on [INSERT].
1.2. Support hours are 08:00 to 18:00, Monday to Friday, excluding public holidays in Uganda, in the time zone of the Customer's primary operating location as recorded on the Account. Severity 1 incidents are handled outside support hours on a reasonable-efforts basis.
1.3. Each Customer is assigned a named onboarding manager during implementation and, on completion of onboarding, a named customer success manager.
1.4. Support covers the use, configuration and troubleshooting of the Platform. It does not cover: advice on employment, tax, social security or data protection law; verification of the Customer's statutory compliance; data entry or data cleansing on the Customer's behalf; bespoke report building; integration development; or support for a Third Party Product, a Beta Feature or an AI Integration Endpoint. Work of that kind is available as Professional Services.
2.1. JaliHR assigns a severity level on receipt, acting reasonably, and will discuss re-classification with the Customer on request.
| Severity | Definition | Target first response | Target workaround or resolution |
|---|---|---|---|
| S1. Critical | The Platform is wholly unavailable, or a payroll run due within 48 hours cannot be finalised, or Customer Data is at risk of loss or unauthorised disclosure | 2 support hours | Continuous effort until a workaround is in place; target 8 support hours |
| S2. High | A core Module is materially impaired with no reasonable workaround, materially affecting multiple users | 4 support hours | 2 business days |
| S3. Medium | A defect affecting a non-core function, or a core function with a reasonable workaround | 1 business day | 10 business days or the next scheduled release |
| S4. Low | Cosmetic issue, documentation query, how-to question or enhancement request | 2 business days | No committed date; enhancement requests are assessed against the roadmap |
2.2. These are targets, not warranties. Failure to meet a response or resolution target is not a breach of the Agreement and does not give rise to a service credit. The only service level attracting a credit is the availability commitment in Part 3.
2.3. Targets are measured from the time JaliHR receives a report that contains sufficient information to reproduce or diagnose the issue, including the affected Account, user, Module, time of occurrence and steps taken. The clock pauses while JaliHR is awaiting information from the Customer.
2.4. Payroll protection. The Customer should raise any payroll-affecting issue at least three (3) business days before the intended payroll finalisation date. JaliHR will use reasonable efforts to prioritise payroll-affecting issues regardless, but cannot guarantee resolution inside a shorter window.
3.1. JaliHR will use commercially reasonable efforts to make the Platform available at least 99.5% of the time in each calendar month ("Monthly Uptime Percentage").
3.2. Monthly Uptime Percentage is calculated as: (total minutes in the month, less Excluded Minutes, less Unavailable Minutes) divided by (total minutes in the month, less Excluded Minutes), expressed as a percentage.
3.3. "Unavailable" means that the core authenticated functions of the Platform return an error or are inaccessible to all Authorised Users of the Customer, as measured by JaliHR's monitoring.
3.4. "Excluded Minutes" means downtime caused by or during:
(a) scheduled maintenance notified at least forty-eight (48) hours in advance, capped at eight (8) hours per calendar month and ordinarily performed outside 08:00 to 18:00 EAT;
(b) emergency maintenance required to address a security vulnerability or imminent risk;
(c) a Force Majeure Event, including failure of electricity, telecommunications, internet connectivity, undersea cable capacity, cloud infrastructure or mobile network services, and any government-directed internet restriction;
(d) failure, outage or degradation of a Third Party Product, Payment Partner, Rail Partner or AI Client;
(e) the Customer's own equipment, network, configuration, credentials or misuse;
(f) suspension under clause 23.5 of the Platform Terms;
(g) Beta Features, Trials, sandboxes and AI Integration Endpoints.
4.1. Where the Monthly Uptime Percentage falls below the commitment, the Customer may claim a service credit against the Fees for the affected month:
| Monthly Uptime Percentage | Service credit |
|---|---|
| Below 99.5% but at or above 99.0% | 5% of that month's Fees |
| Below 99.0% but at or above 95.0% | 10% of that month's Fees |
| Below 95.0% | 25% of that month's Fees |
4.2. To claim, the Customer must submit a written request to support@jalihr.org within thirty (30) days of the end of the affected month, including the dates, times and duration of the unavailability and the affected users. JaliHR's monitoring records are the primary evidence.
4.3. Service credits are applied against future Fees, are not redeemable for cash, do not accrue where Fees are overdue, and in aggregate will not exceed twenty-five per cent (25%) of the Fees for the affected month.
4.4. Service credits are the Customer's sole and exclusive remedy for unavailability of the Platform, in accordance with clause 27.3 of the Platform Terms.
5.1. JaliHR releases updates continuously. Releases that change user-facing behaviour are described in release notes made available in-product or by email.
5.2. JaliHR will give at least ninety (90) days' notice before permanently removing a materially used feature from a Category the Customer subscribes to, except where removal is required for security, legal or Payment Partner reasons.
5.3. JaliHR may require the Customer to use a supported browser version and to keep any mobile application updated. JaliHR does not support end-of-life browsers or operating systems.
6.1. Participants in the Giveaway Programme receive support under Part 1 and the response targets in Part 2, subject to reasonable prioritisation of paying Customers where capacity is constrained.
6.2. The availability commitment in Part 3 and the service credits in Part 4 do not apply to Giveaway Programme participants, because no Fees are payable against which a credit can be applied.
7.1. If the Customer is dissatisfied with the handling of an issue, it may escalate in the following order, allowing a reasonable period at each stage: assigned customer success manager; head of customer success at [INSERT]; and then to legal@jalihr.org under clause 30.1 of the Platform Terms.
The JaliHR Giveaway Programme gives a limited number of organisations access to specified Modules of the JaliHR Platform without payment of a licence fee, in exchange for the commitments in Part 4. It is a commercial arrangement with obligations on both sides, not a gift and not an indefinite free tier.
Capitalised terms not defined here have the meanings given in the Platform Terms. Participation is subject to the full Agreement, including the Platform Terms, the Service Terms, the Acceptable Use and Prohibited Activities Policy, the AI Terms and the Data Processing Addendum.
1.1. Slots. The Programme is limited to one hundred (100) participating organisations ("Slots"). Slots are allocated in order of completed onboarding, not in order of expression of interest. JaliHR may close the Programme, reduce the number of Slots, or decline any application at its discretion.
1.2. Eligibility. To be eligible, an applicant must: be a legally registered organisation; complete onboarding and verification under clause 3.3 of the Platform Terms; hold no more than one Slot across the applicant and its Affiliates; and not be a competitor of JaliHR or of any Rail Partner.
1.3. One Slot per organisation. Creating multiple Accounts, or using Affiliate entities, to obtain more than one Slot is a breach of the Acceptable Use and Prohibited Activities Policy and results in forfeiture of all Slots held.
2.1. Included Modules. A Slot confers access, without payment of a licence fee, to the following Modules, as configured by JaliHR from time to time:
(a) Payroll, including casual, weekly, bi-weekly and monthly pay cycles, preparation of Pay As You Earn and National Social Security Fund contribution files, and digital payslips;
(b) Leave;
(c) Time and attendance;
(d) Shift management;
(e) Employee records and directory;
(f) Contracts and documents;
(g) Exit and engagement, including exit management, exit and stay interviews, and pulse surveys.
[To be mapped to the current Category structure before publication. See the General Counsel memo, item 11.]
2.2. Not included. The following are not included and are chargeable at JaliHR's then-current rates: performance management; recruitment; learning management; global payroll (payroll in more than one country); any Module or Category not listed in clause 2.1; Professional Services beyond standard onboarding; and any bespoke integration, report or migration.
2.3. Support. Participants receive support under the Support Policy and Service Levels, excluding the availability commitment and service credits, as set out in Part 6 of that Policy.
2.4. Benefits and deductions. Enabling a benefits, savings, insurance, education payment or deduction facility is optional and is not a condition of holding a Slot. JaliHR will not make continued participation conditional on enabling one. Those services are governed by clause 10 of the Platform Terms and Part I of the Service Terms.
2.5. No licence fee is not no cost. Participants remain responsible for their own Payment Partner charges, mobile money and bank charges, foreign exchange costs, taxes, and any chargeable item listed in clause 2.2.
3.1. A Slot does not expire while it is actively used.
3.2. Active use means that, in each calendar month, the participant: has at least [INSERT MINIMUM] active Workers on the Account; and uses at least one Included Module in a substantive way, meaning finalising a payroll run, approving leave, recording attendance, or creating or updating employee records.
3.3. Inactivity. If an Account shows no active use for two (2) consecutive calendar months, JaliHR will give written notice. If active use does not resume within thirty (30) days of that notice, JaliHR may deactivate the Account and release the Slot for reallocation. Data is handled in accordance with clause 24 of the Platform Terms, and the participant is given the thirty (30) day export window before deletion.
3.4. Review milestone. At three (3) months from the date onboarding completes, JaliHR and the participant will hold a review covering adoption, outstanding configuration, data quality, support experience, and the commitments in Part 4. The review is a checkpoint, not a termination event.
3.5. JaliHR may end a Slot on sixty (60) days' written notice where it discontinues the Programme, in which case the participant may convert to a paid subscription at JaliHR's then-current pricing or terminate without charge.
By accepting a Slot, the participant agrees to provide the following, which form the consideration for the Programme:
4.1. A review. A written review of the Platform, submitted within [sixty (60)] days of the three-month review milestone, on a public review platform nominated by JaliHR or to JaliHR directly for publication. The content of the review is entirely the participant's own, and JaliHR neither requires nor requests a favourable review.
4.2. Reference availability. Availability, on reasonable notice and at reasonable frequency, of no more than [one (1)] call or meeting per calendar quarter with a prospective or existing paying customer of JaliHR. The participant may decline any individual request where it has a good reason, including a commercial conflict.
4.3. Listing and testimonial. Permission for JaliHR to list the participant's name and logo as a customer on its website and in sales, marketing and investor materials, and to publish a short testimonial attributed to a named individual at the participant, subject to the participant's approval of the wording of the testimonial, not to be unreasonably withheld or delayed.
4.4. Duration of the permission in clause 4.3. The permission continues while the Slot is held and for twelve (12) months afterwards, and does not extend to materials produced after the permission is withdrawn. The participant may withdraw the permission on thirty (30) days' written notice, in which case JaliHR may convert the Slot to a paid subscription on sixty (60) days' notice.
4.5. Feedback. Reasonable participation in product feedback, including responding to occasional product questions and reporting defects with enough detail to reproduce them. Feedback is governed by clause 16.3 of the Platform Terms.
4.6. Honesty of the arrangement. Where the participant publishes a review or testimonial, it will disclose that it received the Platform without payment of a licence fee, to the extent required by applicable advertising, consumer protection or platform rules.
5.1. A participant may convert to a paid subscription at any time by signing an Order Form. On conversion, the Slot is released and the Platform Terms apply in full, including the availability commitment and service credits.
5.2. A participant that wishes to use a chargeable Module listed in clause 2.2 signs an Order Form for the relevant Category. Adding a chargeable Category does not by itself end the Slot; the Included Modules continue to be provided without a licence fee for as long as the Slot is held.
5.3. JaliHR will give at least sixty (60) days' written notice before charging a licence fee for any Included Module, and the participant may terminate without charge before that fee takes effect.
6.1. JaliHR may deactivate the Account and release the Slot, on written notice, where the participant:
(a) becomes inactive under clause 3.3;
(b) breaches the Acceptable Use and Prohibited Activities Policy;
(c) holds, or attempts to hold, more than one Slot;
(d) materially fails to meet the commitments in Part 4 after being given thirty (30) days' written notice and an opportunity to comply;
(e) fails to pay any chargeable amount under clause 2.2 or 2.5 when due; or
(f) suffers an Insolvency Event.
6.2. The participant may withdraw from the Programme at any time on thirty (30) days' written notice, with no early termination charge. Clause 24 of the Platform Terms governs export and deletion.
6.3. A released Slot may be reallocated. A participant whose Slot is released for a reason in clause 6.1 is not entitled to a further Slot.
7.1. The limitation of liability in clause 22.5 of the Platform Terms applies. JaliHR's total aggregate liability to a Giveaway Programme participant is capped at five hundred United States Dollars (USD 500), except for the matters in clause 22.1 of the Platform Terms.
7.2. All disclaimers in clause 20 of the Platform Terms apply in full. The absence of a licence fee does not reduce the participant's responsibility for its own statutory compliance, payroll accuracy, data quality, worker notices or filings, and does not transfer any of those responsibilities to JaliHR.
7.3. The Included Modules are production features, not Beta Features, unless JaliHR expressly identifies a feature as a Beta Feature.
JaliHR may amend these Programme Terms on thirty (30) days' notice. Where an amendment materially and adversely affects a participant, the participant may terminate its Slot before the amendment takes effect, and clause 24 of the Platform Terms governs export and deletion.