Business Terms of Service

These Business Terms of Service (the “Terms”) govern access to and use of Keruja, a software-as-a-service platform provided by WEMOVEON LTD, trading as Keruja.

1. Who we are

Keruja is provided by:

WEMOVEON LTD
Company number: 10061558
Registered office: 61 Bridge Street, Kington, United Kingdom, HR5 3DJ
VAT registration number: GB489969291
Trading as: Keruja

In these Terms, “Keruja”, “Wemoveon”, “we”, “us” and “our” refer to WEMOVEON LTD.

“Customer”, “you” and “your” means the business, organisation or individual acting wholly or mainly for business purposes that contracts for the Service.

“Authorised User” means a person whom a Customer legitimately permits to access its Keruja Account.

“Service” means the Keruja software-as-a-service platform and the functionality we make available under the Customer’s applicable subscription.

2. Business use

Keruja is designed for business and professional use.

A Customer may be a company or other organisation, a partnership, an individual carrying on or preparing to carry on business activities, or another person acquiring Keruja wholly or mainly for trade, business, craft or professional purposes.

Keruja is not intended to be purchased primarily for personal, family or household use.

Nothing in these Terms removes any statutory right that applies to a person and cannot lawfully be excluded.

If you create or administer an Account on behalf of another organisation, you confirm that you have authority to act for that organisation.

3. Relationship with other agreements

These Terms are Keruja’s standard public business terms.

A Customer may also have a signed customer agreement, Order, pricing agreement, addendum, data processing agreement or other document expressly agreed with Keruja.

If there is a conflict:

a specifically signed Customer agreement or signed amendment takes precedence for the matters it expressly covers;
the Keruja Data Processing Addendum takes precedence on processor/controller data-protection matters;
an agreed Order or commercial agreement takes precedence on pricing, subscription scope and commercial terms; and
these Terms apply to the remaining matters.

A general update to these website Terms does not automatically override a specifically negotiated and signed Customer agreement.

4. About Keruja

Keruja is a multi-tenant workforce and operational-management SaaS platform.

Depending on the Customer’s subscription and enabled functionality, Keruja may support workflows relating to recruitment and applications, onboarding and training, staff and workforce administration, clients and business contacts, events, jobs and shifts, scheduling and staffing, time and attendance, expenses, payroll preparation and exports, compliance and document management, contracts and electronic signing, communications, reports and operational analytics, integrations, workflow automation and related operational processes.

Not every Customer receives every Keruja feature. Features may depend on subscription, Account configuration, entitlement, usage allowance, feature availability or separately agreed commercial terms.

5. What Keruja is not

Keruja provides software. Unless expressly agreed otherwise in writing, Keruja is not:

the employer of a Customer’s workers;
an employment business or recruitment agency acting on behalf of the Customer;
a payroll bureau;
the Customer’s accountant;
a bank or payment institution;
an immigration adviser;
a law firm;
a tax adviser;
a health and safety adviser; or
a regulatory or compliance authority.

Keruja tools may help Customers manage information and workflows, but responsibility for the Customer’s business decisions and legal obligations remains with the Customer.

6. Right to use Keruja

Subject to these Terms and applicable commercial terms, Keruja grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Service for legitimate internal business purposes during the subscription term.

The Customer may permit Authorised Users to use the Service for those purposes and must take reasonable steps to ensure that Authorised Users comply with applicable provisions of these Terms.

No ownership of Keruja or Keruja Intellectual Property is transferred to the Customer.

7. Accounts and security

The Customer is responsible for appropriately managing its Account and Authorised Users.

The Customer must take reasonable steps to restrict Account access to authorised persons, assign appropriate roles and permissions, protect passwords and authentication credentials, protect email accounts used for authentication, secure devices used to access Keruja, and remove access when it is no longer required.

Credentials must not knowingly be publicly disclosed, sold, provided to unauthorised persons or used to circumvent legitimate access controls.

The Customer must notify Keruja without unreasonable delay if it becomes aware of suspected unauthorised Account access or compromised credentials.

Keruja may revoke sessions, require credential resets or temporarily restrict access where reasonably necessary to protect the Service, Customer Data or other users.

8. Acceptable use

The Customer and its Authorised Users must not:

use Keruja unlawfully;
knowingly submit unlawful or infringing content;
deliberately introduce malware, viruses, ransomware or other Malicious Code;
knowingly upload an infected or malicious file;
use Keruja to attack another system;
attempt unauthorised access to Keruja or another Customer’s information;
circumvent authentication, permissions, rate limits or security controls;
conduct penetration testing or vulnerability scanning without prior written authorisation;
deliberately interfere with the availability or integrity of the Service;
conduct or assist a denial-of-service attack;
systematically scrape proprietary Keruja content outside authorised functionality;
sell, rent or sublicense Keruja to an unrelated third party;
impersonate another person; or
use Keruja in a manner reasonably likely to create a material legal or cybersecurity risk.

Keruja may take proportionate protective action where it reasonably believes these requirements have been breached.

9. Customer Data

As between Keruja and the Customer, the Customer retains its rights in Customer Data.

The Customer gives Keruja the rights reasonably necessary to host, store, transmit, display to authorised persons, secure, process and otherwise handle Customer Data for the purpose of providing and supporting the Service and complying with applicable law.

The Customer is responsible for ensuring that it has the legal right and appropriate lawful grounds to provide Customer Data to Keruja and for the legality and substantive accuracy of Customer Data supplied by or on behalf of the Customer.

Keruja does not independently certify the authenticity, legality or completeness of Customer-provided records merely because those records are stored or processed by the Service.

Keruja may use genuinely anonymised or aggregated information that no longer identifies the Customer or identifiable individuals for legitimate purposes such as security, capacity planning, reliability analysis and Service improvement.

10. Data protection

Where Keruja processes personal data on behalf of a Customer, the Customer normally acts as Controller and WEMOVEON LTD normally acts as Processor.

The Keruja Data Processing Addendum applies to that processing.

Keruja may separately act as an independent Controller for limited purposes relating to its own activities, including managing customer and prospect relationships, Account administration, billing and accounting, website and demo enquiries, security and fraud prevention, legal and regulatory compliance, contractual records and establishing, exercising or defending legal claims.

Further information is contained in the Keruja Privacy Notice.

11. Customer workforce and compliance responsibilities

The Customer remains responsible for its own recruitment decisions, workforce classification, employment and worker arrangements, right-to-work and immigration requirements, pay and payroll decisions, tax obligations, working-time obligations, health and safety obligations, data-protection obligations, compliance decisions and legal and contractual obligations.

A Keruja status, reminder, alert, workflow, calculation or report does not itself establish legal compliance.

The Customer must undertake appropriate human review where a decision may have material legal, financial, employment, regulatory or operational consequences.

12. Payroll, rates and financial information

Keruja may provide tools relating to rates, hours, costs, payroll preparation, approvals and exports.

Unless expressly agreed otherwise, Keruja does not pay the Customer’s workers, operate PAYE for the Customer, calculate or submit the Customer’s statutory tax returns, or act as the Customer’s payroll bureau.

Outputs depend on Customer Data, recorded working time, rates, configuration and applicable workflows. The Customer must review material payroll and financial information before relying upon it or submitting it to another system or provider.

13. AI and assisted functionality

Some Keruja functionality may use artificial intelligence, machine learning, rules-based assistance or other decision-support technology.

AI functionality is not automatically included in every Keruja subscription.

AI access may depend on the Customer’s subscription, Account entitlement, organisation allowlisting, usage allowances, separately agreed pricing, separate terms or technical availability.

A Customer has no contractual entitlement to AI functionality merely because an AI control, screen or demonstration is visible.

Where AI functionality is enabled, outputs are intended to assist human users, may be incomplete or inaccurate, require appropriate human review, and do not constitute legal, tax, financial, employment or other professional advice.

Unless specifically agreed otherwise, Keruja does not make Customer workforce decisions autonomously on the Customer’s behalf.

Additional AI terms or data-processing arrangements may apply before AI functionality is activated.

14. Beta and early commercial status

At the effective date of these Terms, Keruja is an actively developed product operating in beta / early commercial release.

Beta software may contain bugs or defects, behave unexpectedly, contain incomplete functionality, experience temporary downtime, produce delayed or incomplete results, require emergency fixes, or undergo interface or workflow changes.

The Customer acknowledges the ordinary risks associated with using an actively developing SaaS product.

Keruja does not represent that the Service has reached the maturity or reliability of a long-established software product. Keruja will nevertheless provide the Service with reasonable care and skill.

Keruja may later notify Customers that the relevant Service is no longer being provided on a beta basis.

15. Product development

Keruja may update the Service to correct defects, improve reliability or performance, improve security, redesign interfaces, modify workflows, replace obsolete components, add functionality or modify or discontinue experimental functionality.

Roadmaps, demonstrations, prototypes and discussions concerning future functionality do not create a contractual promise to deliver a feature by a particular date unless expressly included in a signed agreement.

New functionality added to the wider Keruja platform is not automatically included in every Customer’s subscription.

16. Customer backups and business continuity

Particularly while Keruja is provided on a beta or early-commercial basis, the Customer must not treat Keruja as the sole archive or only copy of information whose permanent loss could cause material business, legal, financial or compliance harm.

The Customer should maintain reasonable independent copies of business-critical records where reasonably practicable and lawful. Depending on the Customer’s activities, this may include critical staff contact records, important contracts, payroll source information, important time and attendance records, legally significant compliance records, right-to-work evidence, critical scheduling information and essential client information.

The Customer is responsible for reasonable business-continuity arrangements for business-critical operations.

Where export functionality is available, Customers are encouraged to periodically export information that they consider essential to business continuity.

17. Security commitment

Keruja will use reasonable care and skill and will maintain technical and organisational security measures reasonably appropriate to the nature and scale of the Service, the information processed, reasonably foreseeable cybersecurity risks and applicable legal obligations.

Depending on the relevant functionality and configuration, measures may include authenticated access, organisation and tenant access boundaries, role-based permissions, request validation, throttling and abuse controls, encrypted transport, restricted file access, signed or time-limited access mechanisms, audit and operational logging, security and error monitoring, file-size and file-type restrictions, malware controls on supported workflows where enabled, and incident-containment and recovery processes.

Specific technologies and controls may change as the Service develops.

18. Cybersecurity, malware and hostile attacks

No internet-connected software or cloud service can guarantee absolute security.

Keruja does not guarantee that a Cyber Incident can never occur, every attempted attack will be prevented, every item of Malicious Code will be detected, every previously unknown vulnerability will be discovered before exploitation, every security incident will be harmless or every affected item of data will always be recoverable.

Keruja may apply malware scanning, quarantine, file validation or similar controls to particular workflows. Not every Keruja upload workflow necessarily uses identical malware-scanning technology.

A file passing an automated check does not constitute a guarantee that it is safe.

Keruja may block, quarantine, isolate, restrict or remove a file where it reasonably believes the file creates a material security risk.

If Keruja reasonably suspects a Cyber Incident, it may take urgent protective action including restricting access, revoking sessions, blocking suspicious traffic, disabling affected integrations or carrying out emergency maintenance.

Where a material Cyber Incident affects the Service, Keruja will use reasonable efforts to investigate, contain and remediate the incident and restore affected Service functionality where reasonably possible.

Where a Cyber Incident constitutes a Personal Data Breach, the Keruja Data Processing Addendum applies.

19. Availability, data integrity and recovery

Keruja does not guarantee continuous availability, error-free operation, completion of every operation, permanent availability of every feature, recovery of every record, a particular recovery time, a particular recovery point, a fixed backup frequency or a fixed backup-retention period unless such a commitment is expressly included in a separately signed service-level agreement.

Service disruption may result from maintenance, defects, deployments, infrastructure problems, internet failures, Cyber Incidents, third-party failures or circumstances outside Keruja’s reasonable control.

Where Customer Data is affected by a technical incident, Keruja will use reasonable efforts to investigate and, where reasonably possible, restore affected information using recovery mechanisms available to Keruja. Restoration of every record cannot be guaranteed.

20. Third-party services and integrations

Keruja depends on third-party infrastructure and technology providers. These may provide application hosting, database infrastructure, cache and queue infrastructure, file storage, communications and email, payment processing, monitoring, security and optional integrations.

Optional integrations selected by a Customer may also be governed by the third party’s own terms.

Keruja does not control the availability of independent third-party services but will use reasonable care in selecting and managing material providers where it is responsible for doing so.

21. Support

Keruja will provide reasonable support appropriate to the Customer’s applicable subscription or agreement.

Unless expressly agreed otherwise, a standard subscription does not include unlimited bespoke development, dedicated engineering personnel, unlimited data migration, major custom integrations, guaranteed support response or resolution times, or professional legal, tax, HR or compliance consultancy.

22. Intellectual Property

All Intellectual Property Rights in or relating to Keruja remain owned by WEMOVEON LTD or its licensors.

This includes rights relating to software and source code, database structures, APIs, algorithms, proprietary business logic, proprietary workflows, platform and technical architecture, interfaces and design systems, methods and methodologies, templates, documentation, Trade Secrets and proprietary know-how, roadmaps and non-public functionality, and the Keruja brand, name and logos.

The Customer receives a right to use the Service only.

23. Anti-copying and reverse engineering

Except where applicable law expressly permits an activity and does not allow it to be contractually prohibited, a Customer must not copy a substantial proprietary part of Keruja, reverse engineer, decompile or disassemble Keruja, attempt to obtain Keruja source code, systematically reconstruct non-public Keruja architecture, systematically reproduce proprietary workflows or interfaces, provide Keruja Confidential Information to a developer for the purpose of recreating Keruja, or use Keruja Confidential Information to build or commission competing software.

Nothing prevents genuine independent development carried out without use of Keruja Confidential Information or an interoperability activity protected by applicable law.

These provisions protect Keruja’s proprietary information and are not intended to prevent lawful independent competition.

24. Confidentiality

Each Party must protect the other Party’s genuinely confidential non-public information using reasonable care.

Keruja Confidential Information may include non-public information relating to source code, architecture, security, proprietary workflows, algorithms and business logic, demonstrations, private screenshots, internal documentation, technical specifications, Trade Secrets, roadmaps, unreleased functionality, pricing strategy and non-public commercial information.

Confidential Information may be used only for legitimate purposes connected with the contractual relationship and may be disclosed on a need-to-know basis to personnel, contractors and professional advisers subject to appropriate confidentiality obligations.

Ordinary Confidential Information remains protected for five years after the relevant relationship ends. Trade Secrets and comparable secret proprietary know-how remain protected for as long as they remain legally protectable as confidential information or Trade Secrets.

Nothing in these Terms prevents a disclosure that applicable law says cannot lawfully be prohibited, including legally protected reports to authorities, legally protected whistleblowing or obtaining legal advice.

25. Feedback and publicity

A Customer may provide feedback and suggestions. The Customer grants Keruja a perpetual, worldwide, royalty-free, non-exclusive right to use general feedback for development and improvement of the Service.

This does not transfer ownership of Customer Data or Customer Confidential Information.

Keruja will not publicly use a Customer’s name, logo, testimonial, photograph, recorded interview or case study for promotional purposes without appropriate permission.

26. Fees, VAT and payment

The Customer must pay the charges stated in its applicable signed Customer agreement, Order, pricing agreement, checkout, subscription arrangement or other agreed commercial terms.

Unless expressly stated otherwise, Keruja fees are exclusive of VAT, VAT will be charged where legally applicable, and recurring subscription fees are normally payable in advance.

Prices, trials, discounts, included functionality and usage allowances may vary between Customers. A promotional or negotiated price provided to one Customer does not create an entitlement for another Customer to receive the same price.

Keruja may suspend paid access following reasonable notice if an undisputed payment remains overdue.

27. Suspension

Keruja may temporarily suspend all or part of the Service where reasonably necessary because of an actual or suspected Cyber Incident, a genuine security threat, unlawful activity, material misuse, attempted unauthorised access, deliberate introduction of Malicious Code, serious infringement of Keruja Intellectual Property, serious misuse of Confidential Information, an undisputed overdue payment following reasonable notice, or a legal or regulatory requirement.

Except where urgent security or legal action is required, Keruja will use reasonable efforts to explain the reason for the suspension.

28. Term and termination

The applicable subscription term and termination rights are stated in the Customer’s signed agreement, Order or other commercial terms.

If no different termination arrangement has been agreed for a monthly paid subscription, either Party may terminate it on 30 days’ written notice.

A Party may terminate for a material breach which cannot reasonably be remedied, or which remains unremedied after reasonable written notice.

Keruja may terminate immediately for serious deliberate misconduct including fraud, malicious cyberattack, deliberate introduction of Malicious Code, deliberate misuse of Keruja Trade Secrets or serious deliberate infringement of Keruja Intellectual Property.

29. Effect of termination and data export

When the Customer’s subscription ends, the Customer’s right to use Keruja ends, undisputed charges already properly accrued remain payable, provisions intended to survive termination continue, and Customer Personal Data is handled in accordance with the Data Processing Addendum.

Where reasonably technically available, the Customer should request and retain an export of Customer Data that it wishes to preserve.

Keruja is not required to act as an indefinite archive following termination.

30. Warranties

Each Party warrants that it has authority to enter into its contractual arrangements.

Keruja warrants that it will provide the Service with reasonable care and skill.

Subject to rights that cannot lawfully be excluded, Keruja does not warrant that the Service will be uninterrupted or error-free, every defect will be corrected immediately, every Customer Data record will always be recoverable, every automated calculation will always be error-free, every integration will operate continuously, the Service will meet every possible Customer requirement, every proposed feature will be delivered, every Cyber Incident will be prevented or every item of Malicious Code will be detected.

31. Limitation of liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence where such liability cannot lawfully be excluded, fraud, fraudulent misrepresentation, or any other liability which applicable law does not permit to be excluded or limited.

Subject to the above and to the fullest extent permitted by law, neither Party is liable for indirect or consequential losses.

Subject to rights that cannot lawfully be excluded, Keruja will not be liable for loss of anticipated profit, revenue, savings, opportunity or goodwill, or for business-interruption losses.

Keruja is not responsible for loss to the extent caused by Customer or Authorised User misuse, inaccurate or incomplete Customer Data, Customer configuration contrary to reasonable instructions, a Customer-controlled third-party service, failure by the Customer to take reasonable remedial action after becoming aware of a security compromise, or reliance solely on an unverified automated output for a significant business, employment, payroll, legal or compliance decision.

For Customer Data loss, corruption or unavailability, the Customer’s failure to retain reasonable independent copies may be taken into account to the extent that doing so could reasonably have reduced the loss.

Subject to liabilities which cannot lawfully be limited and unless a signed Customer agreement specifies a different limit, Keruja’s total aggregate contractual liability arising from or relating to the Service will not exceed the greater of:

£5,000; or
the Subscription Fees paid or payable by the Customer during the 12 months immediately preceding the event giving rise to the claim.

For contractual claims arising specifically from Keruja’s breach of its Data Processing Addendum, the contractual cap will instead be the greater of:

£10,000; or
24 months of Subscription Fees calculated using the applicable monthly rate when the relevant event occurred.

These contractual limits do not restrict a regulator’s statutory powers or a liability which applicable law does not permit the Parties to limit.

32. Targeted Customer indemnity

The Customer will indemnify WEMOVEON LTD against reasonable direct losses, third-party claims and reasonable external legal costs to the extent arising directly from:

the Customer’s deliberate introduction of Malicious Code into Keruja;
deliberate use of Keruja to attack another system;
Customer Data which the Customer had no lawful right to provide and which infringes another person’s Intellectual Property Rights;
deliberate unlawful disclosure of Keruja Confidential Information; or
deliberate infringement of Keruja Intellectual Property Rights.

This indemnity does not apply to the extent the relevant loss was caused or materially contributed to by Keruja’s breach, negligence or unlawful conduct.

Keruja must take reasonable steps to mitigate losses for which it seeks indemnification.

33. Force majeure

Neither Party will be liable for failure or delay caused by circumstances genuinely beyond its reasonable control.

This may include major telecommunications or cloud failures, natural disasters, war, governmental action or substantial cyberattacks occurring despite reasonable protective measures.

The affected Party must take reasonable steps to mitigate the effects.

A Cyber Incident primarily resulting from a Party’s failure to comply with an express security obligation under its contract is not automatically a force-majeure event for that Party.

34. Changes to these Terms

Keruja may update these Terms to reflect changes in law, changes in the Service, security requirements, or business or operational changes.

We will update the effective date when these Terms change.

Where a change materially affects existing Customers, Keruja will provide reasonable notice where appropriate.

A change will not retrospectively remove an accrued right or automatically override a specifically signed Customer agreement.

Where affirmative acceptance of materially revised terms is legally or contractually required, Keruja may require the Customer to accept the revised Terms before continued use.

35. Assignment

A Customer may not transfer its contractual relationship with Keruja to another legal person without Keruja’s prior written consent.

Keruja may assign or transfer its rights and obligations in connection with a genuine corporate restructuring, investment, merger, acquisition or sale of the Keruja business, provided that the relevant contractual obligations are assumed by the transferee.

36. General

Failure or delay in exercising a contractual right does not automatically waive that right.

If a provision is found unlawful or unenforceable, it will be modified to the minimum extent legally necessary where possible, or otherwise severed, without invalidating the remaining Terms.

Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship or agency between Keruja and a Customer.

Except where expressly stated otherwise, a person who is not a contracting Party has no right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

37. Governing law and jurisdiction

These Terms and any non-contractual obligations arising from them are governed by the law of England and Wales.

The courts of England and Wales have exclusive jurisdiction, subject to any mandatory legal right which applies and cannot lawfully be excluded.

38. Contact

WEMOVEON LTD trading as Keruja
Company number: 10061558
61 Bridge Street
Kington
United Kingdom
HR5 3DJ

General business enquiries: contact@keruja.com

Privacy enquiries and data-protection matters: contact@keruja.com

For more information about personal-data processing, see the Keruja Privacy Notice and Keruja Data Processing Addendum.