The deal between us.
Short, sober, and designed to be read.

These Terms, together with the Order Form your authorised representative signed (or the online order you confirmed), the Data Processing Addendum, our Acceptable Use Policy, and our Service Level Description, form the Agreement between Meridian HR Ltd (a Kenyan company registered as CR No. ●●●●●●●) and your organisation (the Customer).

Where these documents conflict, the order of precedence is: Order Form, DPA, these Terms, Service Level Description, Acceptable Use Policy.

By clicking “I agree”, signing an Order Form, or accessing the platform on your organisation's behalf, you confirm that you are at least 18 years old and authorised to bind your organisation to the Agreement.

You're responsible for the activity on your account. The practical bits:

• Keep your administrative credentials private. We never ask for your password.
• 2FA is mandatory for accounts with administrative privileges. We will not negotiate this.
• Tell us within 48 hours of any suspected compromise — security@meridianhr.co.
• Add and remove users promptly. Stale access is the most common source of incidents we see.

We may suspend any account that materially violates these Terms or the Acceptable Use Policy. Where reasonable, we'll give 7 days' notice and a chance to remediate; where the violation is urgent (e.g. ongoing fraud, threat to other tenants), we'll suspend immediately and tell you why within 24 hours.

Subject to the Agreement and your timely payment of fees, Meridian grants you a non-exclusive, non-transferable, worldwide right to access and use the platform during your subscription, solely for your internal business purposes, for the headcount band purchased on your Order Form.

You may permit your employees, contractors, and the authorised users of organisations you act for under a master services arrangement (e.g. a PEO / EOR engagement) to use the platform under your account, provided they comply with the Agreement. You remain responsible for their use.

You won't, and you won't allow anyone else to, do any of the following with our platform:

• Reverse engineer, decompile, or attempt to derive source code, except to the extent expressly permitted by law (and even then, only after asking us in writing for the information you'd derive).
• Resell, white-label, or otherwise commercialise access for the benefit of a third party, outside the PEO / EOR scope above, without our prior written agreement.
• Use the platform for illegal activity, to harass anyone, or to process data in violation of the law that applies to you.
• Probe or test the platform's vulnerabilities except under our published Responsible Disclosure programme.
• Use automated means (scripts, scrapers) to circumvent rate limits or extract bulk data in a way that materially impairs the service for others. The API is the supported path; ask if you need higher limits.
• Upload malware, ship spam through our transactional email surfaces, or attempt to impersonate Meridian to other users.

As between you and Meridian, you own all Customer Data — the personal data of your employees, the operational records your organisation creates inside the platform, and the configurations you build. We claim no rights in it beyond those strictly needed to operate the platform on your behalf, and we never use Customer Data to train any model.

We process Customer Data only on your documented instructions, as described in the Data Processing Addendum. Aggregate, irreversibly de-identified statistics about platform usage (e.g. “the median payroll close in our network is 4 days”) may be used in our own materials, but never in a way that would identify your organisation or any individual.

On termination of the Agreement, you may export Customer Data in full for 30 days at no charge. After that window, we return or delete Customer Data on the schedule set out in the DPA, retaining only what we are legally required to retain (e.g. statutory tax records for the periods their authorities require).

Fees are stated on your Order Form, in the currency printed there. Invoices fall due 14 days from issue. Late payment carries interest at the lower of 1.5% per month or the maximum rate allowed by law, but we'd much rather have a conversation than collect interest. If you have a question on an invoice, raise it within 14 days of the invoice date and we'll hold the meter while we work it out.

Headcount counted on the first calendar day of each month determines that month's invoice. If headcount drops, we credit on the next invoice; if it grows above your band, we true up. There is no per-user activation fee, no minimum-term lock-in beyond the term on your Order Form, and no exit fee for the export window described above.

We will give 60 days' notice of any change to list pricing before it applies to your renewal. Existing terms govern the current subscription period in full.

We target 99.9% monthly uptime on the production platform, measured per the Service Level Description. If we miss, service credits land automatically on your next invoice:

You do not need to file a ticket to receive credits. We see the same dashboards you do.

We warrant that the platform will perform materially in accordance with its published documentation, that we will provide it with reasonable skill and care, and that we will not knowingly introduce malware into it. Beyond that, the platform is provided “as is”: we do not warrant that it will be uninterrupted, error-free, or fit for any particular non-standard purpose.

Statutory calculations are made on the inputs you provide and the rules in force on the legal effective date our engine publishes them. We monitor every tax authority in our footprint and we move quickly — but you remain responsible for the timeliness and accuracy of the inputs your team enters, and for filing with the relevant authority by its deadline.

Neither party is liable for indirect, special, incidental, consequential, or punitive damages, or for loss of profit, revenue, goodwill, or anticipated savings, even if it knew the damages were possible.

Each party's total liability under the Agreement is capped at the fees paid or payable by the Customer to Meridian under the Agreement in the 12 months immediately preceding the event giving rise to the claim. The cap does not apply to breaches of confidentiality, infringement of the other party's intellectual property, indemnification obligations, or liability that cannot be limited by law (e.g. wilful misconduct, gross negligence, death or personal injury caused by negligence).

Meridian will defend you against, and pay any final judgement or settlement we agree, for any third-party claim that your authorised use of the platform infringes that third party's intellectual property. If we determine the platform is, or is likely to become, the subject of such a claim, we may at our option (i) procure your right to keep using it, (ii) modify it to be non-infringing while substantially preserving functionality, or (iii) terminate the Agreement and refund prepaid fees for the unused subscription period.

You will defend us against, and pay any final judgement or settlement we agree, for any third-party claim arising out of Customer Data infringing rights of a third party, or your violation of law or these Terms. Each party's indemnity is conditioned on prompt notice of the claim, sole control of defence and settlement (with no settlement that admits fault on the other party's behalf), and reasonable cooperation.

The Agreement starts on the date of your Order Form and continues for the term stated there. It renews automatically for successive periods equal to the initial term unless either party gives 30 days' notice of non-renewal before the end of the then-current period.

Either party may terminate for material breach not cured within 30 days of written notice. Either party may terminate immediately if the other becomes insolvent or enters liquidation. We may suspend or terminate immediately for the safety of other tenants or to comply with a court order, telling you why as soon as we lawfully can.

On termination: payment obligations accrued through the termination date survive; the 30-day export window opens; the DPA's deletion / return obligations attach; and the clauses that by their nature should survive (Data, Confidentiality, Liability, Indemnification, Governing Law) survive.

The Agreement is governed by the laws of the Republic of Kenya, without regard to conflict-of-law principles. Any dispute, controversy, or claim arising out of or relating to the Agreement, including the validity, invalidity, breach, or termination of it, shall be resolved by arbitration administered by the Nairobi Centre for International Arbitration under its rules in force. The seat of arbitration shall be Nairobi, the language shall be English, and the tribunal shall consist of one arbitrator unless the amount in dispute exceeds USD 250,000, in which case three arbitrators.

Nothing in this clause prevents either party from seeking injunctive relief from a court of competent jurisdiction in respect of intellectual property infringement, breach of confidentiality, or unlawful access to the platform.

We may revise these Terms from time to time. Material changes are emailed to every account admin and posted on this page with a 30-day notice period before they take effect. Continued use of the platform after the effective date constitutes acceptance. If you don't accept a change, you may terminate effective the day before the change applies and receive a pro-rata refund of prepaid fees for the unused period.