Kraylo Terms of Service

These Terms of Service ("Terms") govern a business customer's access to and use of the Kraylo platform, mobile application, website, documentation, support and related services (together, the "Services"). The Services are supplied by KRAYLO LTD, company number 17324157, of 66 Paul Street, London, England, EC2A 4NA ("Kraylo", "we", "us" or "our").

By signing an order form, completing an online checkout, creating an account or using the Services for a business, you confirm that you have authority to bind that business ("Customer"). The Services are supplied for business use only and are not offered to consumers. If you do not agree, do not use the Services.

1. Agreement and definitions

The agreement consists of these Terms, the applicable order form or online plan confirmation ("Order Form"), the Data Processing Addendum ("DPA"), the Acceptable Use Policy, the Service Level Schedule where it applies, and any agreed statement of work ("SOW"). An Order Form or SOW overrides these Terms only where it expressly identifies the provision it overrides. The DPA prevails where there is a conflict about Personal Data processing. The Service Level Schedule applies only to Growth and Enterprise Customers. Starter plan Customers are not covered by the Service Level Schedule and remain governed by section 9 without modification.

"Authorised User" means a Customer employee, contractor or other individual whom Customer permits to use the Services for Customer's internal business operations. "Customer Data" means information, data, content, files and materials submitted, uploaded or generated by or for Customer through the Services.

2. Access and licence

Subject to Customer paying applicable fees and complying with the agreement, Kraylo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to permit Authorised Users to access and use the Services and Documentation for Customer's internal business operations.

Customer is responsible for assigning and removing access appropriately, keeping credentials confidential, ensuring Authorised Users comply with the agreement, and maintaining the devices, connectivity and permissions needed to use the Services. Kraylo may use reasonable technical measures to verify compliance with purchased user limits and Workforce Credit rules.

3. Restrictions and acceptable use

Customer must not, and must not permit any person to:

• use the Services unlawfully, fraudulently, deceptively or in breach of the Acceptable Use Policy;
• sell, lease, sublicense, distribute or make the Services available to a third party other than Authorised Users;
• copy, modify, translate, reverse engineer, decompile or create derivative works from the Services, except where applicable law prevents that restriction;
• interfere with or circumvent security, access controls, tenant isolation, rate limits or usage restrictions; introduce malware; or probe, scan or test vulnerabilities without Kraylo's written permission;
• access data belonging to another customer or person without authority; or
• use the Services for activity where an error or failure could reasonably lead to death, serious injury or material environmental harm.

4. Customer Data

Customer retains all rights in Customer Data. Customer grants Kraylo a non-exclusive, worldwide, royalty-free right to host, copy, process, transmit, display and otherwise use Customer Data only as necessary to provide, secure, support and improve the Services, comply with law, and perform this agreement.

Customer is responsible for the accuracy, quality, integrity and legality of Customer Data and for obtaining all necessary rights, notices, consents and other lawful bases to provide it to Kraylo. Customer must not upload special-category Personal Data unless it has a valid lawful basis and has agreed the processing with Kraylo in writing where appropriate.

Kraylo does not sell Customer Data or use it for third-party marketing. Kraylo will not use Customer Data to train, fine-tune or improve any AI or machine learning model, except with Customer's prior written consent. Kraylo may use aggregated and de-identified usage information to operate, secure, analyse and improve the Services, provided it does not identify Customer or any individual and provided that use does not train, fine-tune or improve any AI or machine learning model except with Customer's prior written consent.

5. Data protection, security and third parties

The parties will comply with applicable data-protection law. Where Kraylo processes Customer Personal Data as processor, the DPA applies. Customer is normally the controller and remains responsible for its instructions and its notices to Data Subjects.

Kraylo will maintain appropriate technical and organisational measures designed to protect Customer Data. The current control summary is published on our Security & Trust page. No online service can be guaranteed completely secure.

The Services may allow Customer to connect third-party services. Customer decides whether to enable an integration and is responsible for ensuring it has authority to share relevant data. Third-party services are governed by their own terms and privacy notices. Kraylo's own subprocessors are listed at Subprocessors and governed by the DPA.

6. Kraylo IP and feedback

Kraylo and its licensors own all rights in the Services, Documentation, software, interfaces, processes, designs, trademarks and related technology, excluding Customer Data ("Kraylo IP"). No rights in Kraylo IP are granted except as expressly stated in these Terms.

As between the parties, Kraylo retains all right, title and interest in the Services, Kraylo IP, methodologies, tools, templates, reusable components, know-how, generic integrations, scripts or utilities capable of reuse, improvements to the Services, and other pre-existing or generally applicable materials used or developed in connection with Professional Services or Success Credit work. Customer retains ownership of Customer Data and of materials Customer provides to Kraylo for that work ("Customer Materials").

To the extent Kraylo creates Customer-specific configuration, integrations, reports, scripts, templates or other deliverables as part of Professional Services or Success Credit work, Kraylo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use those deliverables in connection with the Services for the duration of the agreement, unless an Order Form or SOW expressly provides different ownership or licence terms.

Kraylo may use feedback, suggestions or improvement ideas supplied by Customer without restriction or payment, but will not identify Customer or disclose Customer Confidential Information in doing so.

7. Fees and payment

Fees, subscription term, billing frequency, user allowances, payment terms and renewal terms are stated in the Order Form or online checkout. Fees are exclusive of VAT and other applicable taxes unless stated otherwise. Customer must pay undisputed invoices by the due date and provide accurate billing details.

Customer must notify Kraylo promptly of a genuine fee dispute and provide reasonable detail. Fees are non-refundable except where the agreement says otherwise or law requires otherwise. Kraylo may suspend access on reasonable notice where an undisputed payment is overdue, and will restore access promptly after payment or resolution.

Kraylo may increase fees effective from a Customer's next renewal term by giving at least 60 days' written notice before that renewal date. If Customer does not agree to the increase, Customer may decline to renew in accordance with section 14. Fees will not increase during a current, already-commenced subscription term.

If an undisputed invoice remains unpaid after its due date, Kraylo may charge interest on the overdue amount at 4% above the Bank of England base rate. Interest accrues daily from the due date until the overdue amount is paid.

8. Workforce Credits, Success Credits and services

Workforce Credits

Where purchased, one Workforce Credit represents one Active Workforce Day for a temporary worker. The first qualifying use by that worker on a calendar day consumes one credit; further qualifying use by that worker on the same day does not consume another credit. Unless an Order Form says otherwise, purchased Workforce Credits expire 90 days after purchase. Credits have no cash value, are non-refundable and cannot be transferred except as agreed in writing.

Success Credits

Where purchased or included in a plan, one Success Credit represents one hour of Kraylo consultant time. The minimum engagement is two credits. Before credit-funded work begins, Kraylo will provide a scope, credit estimate and target delivery date; Customer must approve the request. Credits are deducted after agreed work is delivered, and unused reservations are released. Standard support, defect investigation, security patches and service incidents do not consume Success Credits.

Unless an Order Form says otherwise, unused included Success Credits may roll over only up to a maximum balance of six credits. Purchased Success Credit pack expiry, if any, is stated in the Order Form.

Professional Services and implementation

Professional Services, onboarding, data migration, configuration and integration work may be provided under an SOW or at the rate stated in the Order Form. Customer will provide timely access, information, decisions and cooperation. Delivery dates are estimates unless an SOW expressly states otherwise. Changes in scope, dependencies or Customer delays may require revised fees and timing. Ownership of, and Customer's right to use, work product created under this section 8 are governed by section 6.

9. Support, changes and availability

Kraylo will provide support stated in the Order Form or service documentation. Unless a separate signed service schedule says otherwise, the Services are provided without a guaranteed service level, availability target or response/resolution time. For Growth and Enterprise Customers, the Service Level Schedule applies and overrides this section 9 only to the extent set out in that Schedule. Starter plan Customers remain governed by this section 9 without modification.

Kraylo may update, improve, modify, replace or discontinue a feature where reasonably necessary for security, legal compliance, performance or product development. We will use reasonable efforts to provide notice of a material adverse change and minimise material disruption.

Beta, preview, trial or other pre-release features are provided "as is", may be modified or withdrawn at any time, and are excluded from the warranty in section 11 and from any Service Level Schedule commitments unless expressly stated otherwise.

10. Confidentiality

Each party may receive the other's non-public business, technical, financial, operational or product information ("Confidential Information"). The receiving party will use at least reasonable care to protect it, use it only to perform or receive the Services, and disclose it only to personnel, advisers and subcontractors who need to know it and are bound by confidentiality obligations.

Confidential Information excludes information that is public through no breach, was lawfully known without restriction, is lawfully received from a third party without restriction, or is independently developed without use of the disclosing party's information. A party may disclose Confidential Information where law requires it, after giving notice where legally permitted. These obligations continue for five years after termination; trade-secret obligations continue while the information remains a trade secret.

11. Warranties and disclaimers

Kraylo warrants that it will provide the Services with reasonable skill and care. If Kraylo breaches this warranty, Customer's exclusive remedy is for Kraylo to reperform the affected Services or, if that is not commercially reasonable, refund the prepaid fees attributable to the affected period.

Except as expressly stated, and to the fullest extent permitted by law, the Services are provided "as is" and "as available". Kraylo disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation and accuracy. Customer is responsible for reviewing its own operational decisions and data; the Services are not legal, financial, employment, tax, safety or regulatory advice.

12. Indemnities

Kraylo will defend Customer against a third-party claim that the Services, when used as permitted, infringe a UK patent, copyright or trade secret, and will pay damages finally awarded or agreed in settlement. This does not apply to claims caused by Customer Data, Customer instructions, unauthorised modifications or combinations, or use contrary to the agreement.

Customer will defend Kraylo against third-party claims arising from Customer Data, Customer's breach of section 3 or 4, or Customer's unlawful use of the Services, and will pay damages finally awarded or agreed in settlement.

The indemnified party must give prompt written notice, reasonable cooperation and control of the defence and settlement to the indemnifying party. The indemnifying party may not settle a claim that admits fault by, or imposes obligations on, the indemnified party without its consent.

13. Liability

Nothing in the agreement excludes or limits liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to that sentence, neither party is liable for indirect or consequential loss, loss of profit, revenue, business, goodwill, anticipated savings or business interruption. Each party's total aggregate liability arising out of or in connection with the agreement is limited to the fees paid or payable by Customer for the affected Services in the 12 months before the event giving rise to the claim.

14. Suspension, term and termination

Kraylo may suspend access immediately where reasonably necessary to prevent harm, address a security incident, comply with law or stop a material breach. Where practicable, we will give Customer notice and an opportunity to remedy.

The subscription begins on the start date in the Order Form and continues for the stated term. It renews only if the Order Form expressly provides for renewal. Where the Order Form provides for automatic renewal, the subscription will automatically renew for a further term of equal length unless either party gives written notice of non-renewal at least 30 days before the then-current term ends. Fees for a renewal term are as set out in section 7. Either party may terminate the agreement for material breach if the breach is not remedied within 30 days after written notice, or immediately if the other party becomes insolvent or ceases substantial business operations.

On termination, Customer's access ends. On written request made within 30 days after termination, Kraylo will make Customer Data available for export, then delete it in accordance with the DPA and applicable law. Accrued payment obligations survive termination. Clauses intended by their nature to survive will survive termination.

15. Changes to these Terms

Kraylo may update these Terms by giving at least 30 days' notice for material changes, unless a shorter period is required for security or legal reasons. The updated Terms apply from the stated effective date. If Customer objects to a material adverse change, it may terminate the affected Services before the effective date and receive a pro-rata refund of prepaid fees for the unused affected period.

16. General

Neither party may assign the agreement without the other's written consent, except to an affiliate or in connection with a merger, financing or sale of substantially all assets, provided the assignee can perform the agreement. Neither party is liable for delay caused by events beyond reasonable control, except payment obligations.

The parties are independent contractors. Nothing creates a partnership, joint venture, employment, agency or fiduciary relationship. If a provision is unenforceable, the remaining provisions remain effective. Failure to enforce a right is not a waiver. The agreement is the entire agreement about its subject matter and supersedes prior discussions.

Kraylo may identify Customer as a user of the Services in customer lists, case studies or other marketing materials only with Customer's prior written consent. This clause does not grant Kraylo a licence to use Customer's name or marks without that consent.

Neither party will, for 12 months after termination of the agreement, solicit for employment any of the other party's personnel who were materially involved in the engagement. This does not restrict general recruitment advertising, unsolicited applications or recruitment that is not specifically targeted at the other party's personnel.

Notices must be in writing and sent to the addresses in the Order Form or to support@kraylo.co.uk for Kraylo. The agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.