Terms and Conditions

1. Acceptance of Terms

Welcome to Bossorec Solutions Ltd. These Terms and Conditions ("Terms") govern your access to and use of our Employer of Record (EoR) and Professional Employer Organization (PEO) services. By engaging our services or accessing our website, you agree to be bound by these Terms.

If you do not agree with any part of these Terms, you should not use our services. These Terms constitute a legally binding agreement between you (the "Client" or "User") and Bossorec Solutions Ltd ("Bossorec," "we," "us," or "our").

2. Definitions

• "Client" refers to any company or organization that engages Bossorec to provide EoR or PEO services.
• "Employee" refers to individuals hired through our EoR services on behalf of a Client.
• "Services" refers to all EoR, PEO, payroll, compliance, and related services provided by Bossorec.
• "Agreement" refers to the service agreement entered into between Bossorec and the Client, which incorporates these Terms.

2A. Interpretation

Headings are for convenience only and do not affect interpretation. References to "including" mean "including without limitation."

3. Service Description

3.1 Employer of Record Services

As an Employer of Record, Bossorec acts as the legal employer for individuals working on behalf of our Clients in Kenya. Our services include:

• Employment contract preparation and management
• Payroll processing and salary disbursement
• Statutory deductions and remittances (PAYE, NSSF, SHIF, Housing Levy)
• Benefits administration
• Compliance with Kenyan labor laws and regulations
• Employee onboarding and offboarding
• Leave management and employee relations support

3.2 Professional Employer Organization Services

Our PEO services provide comprehensive HR management solutions while maintaining a co-employment relationship. Services include HR compliance, risk mitigation, and administrative support.

3.3 Service Limitations

Bossorec provides administrative and compliance services. The Client retains control over day-to-day management, work assignments, and performance evaluation of Employees. We are not responsible for workplace disputes, employee performance issues, or business decisions made by the Client.

4. Client Responsibilities

Clients agree to:

• Provide accurate and complete information regarding Employees, salaries, and employment terms
• Comply with all applicable laws and regulations in their business operations
• Notify Bossorec promptly of any changes affecting employment status, compensation, or terms
• Ensure a safe and compliant working environment for Employees
• Provide timely approval for payroll processing and related activities
• Maintain adequate funds to cover all employment-related costs, including salaries, benefits, and service fees
• Indemnify Bossorec against claims arising from the Client's business operations or misconduct

5. Payment Terms

5.1 Service Fees

Clients agree to pay service fees as outlined in the executed service agreement. Fees typically include a setup fee and monthly service charges based on the number of Employees or as a percentage of total payroll.

5.2 Payment Schedule

All payments must be received in advance of payroll processing. Clients must fund their accounts with sufficient funds to cover employee salaries, statutory deductions, benefits, and service fees at least three (3) business days before the scheduled payroll date.

5.3 Late Payments

Late payments may incur penalties and interest charges as specified in the service agreement. Bossorec reserves the right to suspend services if payments are not received as agreed.

5.4 Currency

All fees and payments are denominated in Kenyan Shillings (KES) unless otherwise agreed in writing. Foreign currency transactions may be subject to applicable exchange rates and conversion fees.

6. Intellectual Property

All content, trademarks, logos, software, and materials on our website and in our services are the property of Bossorec Solutions Ltd or our licensors. You may not use, reproduce, or distribute any content without our prior written permission.

The Bossorec name, logo, and related marks are trademarks of Bossorec Solutions Ltd. Unauthorized use of these marks is strictly prohibited.

7. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and sensitive information exchanged during the course of the business relationship. This includes employee data, business strategies, pricing information, and other confidential materials.

Confidentiality obligations survive the termination of the service agreement and continue indefinitely unless information becomes publicly available through no fault of the receiving party.

7A. Data Protection

Bossorec processes personal data in accordance with the Data Protection Act, 2019, and its Privacy Policy, which forms part of these Terms.

By engaging our services, Clients confirm that they have obtained all necessary consents and lawful bases for sharing personal data with Bossorec for employment and administrative purposes.

Bossorec shall implement appropriate technical and organizational measures to safeguard personal data against unauthorized access, loss, or disclosure.

8. Limitation of Liability

8.1 Service Warranty

Bossorec will perform services with reasonable skill and care in accordance with industry standards. However, we do not guarantee error-free or uninterrupted services.

8.2 Liability Cap

To the maximum extent permitted by law, and with the exception of indemnified claims under Clause 9, Bossorec's total aggregate liability for any claims, losses, or damages arising out of or relating to the provision of services under these Terms shall not exceed the total service fees paid by the Client in the twelve (12) months immediately preceding the event giving rise to the claim.

8.3 Exclusion of Damages

Bossorec shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or business interruption, even if advised of the possibility of such damages.

8.4 Third-Party Actions

Bossorec is not responsible for claims arising from the Client's business operations, employee misconduct, workplace accidents, or violations of law by the Client or its representatives.

9. Indemnification

Clients agree to indemnify, defend, and hold harmless Bossorec Solutions Ltd, its officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including legal fees) arising from:

• Client's breach of these Terms or the service agreement
• Client's business operations or use of our services
• Employment-related claims initiated by Employees based on Client's actions
• Violations of law or regulations by the Client
• Client's failure to provide accurate information to Bossorec

10. Termination

10.1 Termination by Client

Clients may terminate services by providing sixty (60) days' written notice. Early termination fees may apply as specified in the service agreement.

10.2 Termination by Bossorec

Bossorec may terminate services immediately, by written notice to the Client, if:

• Client fails to make required payments when due;
• Client breaches any material term of the Agreement or these Terms;
• Client engages in illegal activities, violates labor or tax laws, or directs Bossorec to take actions that would contravene any applicable law;
• continuation of services would expose Bossorec to legal, financial, or reputational risk; or
• Client becomes insolvent, enters into liquidation, administration, or receivership, or is otherwise unable to pay its debts as they fall due.

10.3 Post-Termination Obligations

Upon termination, Clients remain responsible for all outstanding payments and costs. Bossorec will assist with transition activities as agreed, which may include final payroll processing and generation of required documentation.

10A. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms due to events beyond its reasonable control, including but not limited to acts of God, war, strikes, pandemics, or government restrictions.

The affected party shall notify the other in writing and take reasonable steps to mitigate the effects of such events.

11. Dispute Resolution

11.1 Negotiation

In the event of any dispute, the parties agree to first attempt to resolve the matter through good-faith negotiations.

11.2 Mediation

If negotiations fail, disputes shall be referred to mediation before proceeding to arbitration or litigation.

11.3 Arbitration

Should the parties opt for arbitration rather than litigation, the dispute shall be finally settled by arbitration in accordance with the Arbitration Act of Kenya. The arbitration shall be conducted in Nairobi, Kenya, before a single arbitrator appointed by mutual agreement of the parties (or, failing such agreement, by the Chairperson of the Chartered Institute of Arbitrators (Kenya Branch) upon application by either party). The language of arbitration shall be English.

The arbitral award shall be final and binding on the parties, and judgment upon such award may be entered in any court of competent jurisdiction.

12. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Republic of Kenya. Any legal action or proceeding arising from these Terms shall be brought exclusively in the courts of Kenya.

By using our services, you consent to the jurisdiction and venue of the Kenyan courts for the resolution of any disputes.

13. Amendments

Bossorec reserves the right to modify these Terms at any time. We will notify Clients of material changes via email or through our website. Continued use of our services after such modifications constitutes acceptance of the updated Terms. Service agreements may only be amended through written agreement signed by authorized representatives of both parties.

14. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15. Entire Agreement

These Terms, together with the executed service agreement and any referenced policies, constitute the entire agreement between you and Bossorec Solutions Ltd regarding the use of our services, superseding any prior agreements or understandings.

16. Contact Information

If you have any questions or concerns about these Terms and Conditions, please contact us: