Terms of Business

1. BACKGROUND

1.1 These Terms of Business (“Terms”) apply whenever you use our services.

1.2 Your agreement under these Terms is between you and HR4UK.com Limited (HR:4UK), a limited company with company registration number 1804171 which operates from registered offices at  2nd Floor, Florence House, St Mary’s Road, Hinckley, Leicestershire, LE10 1EQ (“we”, “us”, “our”).

1.3 Your overall agreement with us may comprise other documents, including but not limited to:

• our Order Form;
• our Website Terms of Use;
• our Data Processing Agreement; and
• our Privacy Policy.

Accordingly, you should read these Terms in conjunction with any other documents provided to you, to understand the full context of the Agreement (defined below) which you are accepting.

2. DEFINITIONS AND INTERPRETATION

2.1 These Terms serve as the reference point for our other documents with respect to definitions. Unless specified to the contrary, words and phrases defined in these Terms shall have the same meaning across our other documentation.

2.2 The following terms shall have the following meanings:

• “Agreement” means your overall agreement with us for provision of  Services, inclusive of these Terms, the documents described in Clause 1.3, and the Proposal (if applicable);
• “Applicable Laws” means all laws applicable to the provision of the Services from time to time;
• “Change” means a change to the scope and/or delivery of the Services;
• “Commencement Date” means the earlier of (a) the date specified in the Order Form, and (b) the date on which we commence providing the Services to you;
• “Confidential Information” shall have the meaning set out in Clause 7.2;
• “Data Processing Agreement” means our standard data processing agreement;
• “Fees” means the fees payable by you for the Services, as specified in the relevant Order Form, or as otherwise agreed between us from time to time;
• “Online Tools” means the software made available to you by us to access via the internet;
• “Order Form” means the document outlining the scope of Services to be provided by us to you;
• “Proposal” means the proposal document provided to you prior to you entering into this Agreement;
• “Services” means the services to be provided to you, along with any associated access to Online Tools, as may be particularised in each Order Form;
• “Term” means the duration of the agreement for the provision of Services, as specified in the Order Form;
• “Working Day” means Monday to Friday, excluding any day on which banks are closed for business in the City of London.

2.2 In these Terms, unless otherwise specified, a reference to:

• the singular includes the plural and vice versa and any gender includes the others;
• a person includes natural persons, firms and companies;
• a Clause is to a clause of these Terms;
• legislation or Applicable Law is to that legislation or Applicable Law as amended from time to time;
• including, include, in particular or any similar terms shall be construed as illustrative only and shall not limit the sense of the words preceding those terms; and
• writing or written includes email but not faxes.

3. SERVICES

3.1 In providing you the Services, we shall:

• use our reasonable endeavours to meet any specifications and time frames set out in the Order Form;
• at all times comply with Applicable Laws;
• only ever act in accordance with your instructions and/or the remit of responsibility on which you have conferred, including with respect to (a) the hiring of staff, (b) terminations of employment, (c) disciplinary and grievance hearings, and (d) correspondence with regulators and government bodies.

3.2 You may request a Change to the Services at any time during the Term by notifying us in writing (each a “Change Request”). Each Change Request should include (a) the scope of Services which you are looking to add or remove, (b) detail as to why the request is being made, and (c) any other relevant information.

3.3 We are under no obligation to accept a Change Request and we do so at our discretion. Where a Change Request is accepted, we shall provide a revised scope of Services and notice of Fees payable for the same.

3.4 A Change shall only become effective once it is accepted in writing by both parties.

3.5 Unless agreed otherwise in writing, time shall not be of the essence with respect to the provision of any Services. 

4. USE OF OUR ONLINE TOOLS

4.1 As part of our provision of Services to you, we may provide you with access to certain Online Tools.

4.2 The Online Tools are provided on an ‘as is’ basis. We provide no warranty with respect to their suitability for any particular purpose, their availability or uptime, or their being free from errors and bugs.

4.3 Where the Online Tools are not available for any period of time or become subject to any degradation in functionality, we shall use reasonable endeavours to restore access and functionality to the Online Tools as soon as possible. 

4.4 Where we provide you with access to the Online Tools, such access should be limited to those specific individuals (“Authorised Users”) of which you have notified us at the time we first granted you access. Should you wish to add new Authorised Users to the Online Tools, please let us know. We can look to accommodate this on a case-by-case basis. Please note that additional Authorised Users may be subject to an additional charge.

4.5 It is your responsibility to ensure that your Authorised Users keep all usernames and passwords used to access the Online Tools safe and secure. We cannot be held liable for any consequences arising out of the sharing or loss of these details with/to a third party (save for where this is directly caused by us).

5. FEES AND PAYMENT

5.1 The fee model for the Services shall be as set out in the Order Form or, in the absence of such detail in the Order Form, as per the Proposal.

5.2 In general we offer subscription-based or bespoke fee models. The level of subscription is based upon the Services for which you have subscribed in the Order Form and, in some cases, the number of locations or centres in the UK. 

5.3 Unless agreed to the contrary, Fees shall be fixed for 12 months from the Commencement Date, irrespective of any change in employee numbers during that period.

5.4 At the end of each 12 month period, starting from the Commencement Date, Fees shall be revised to take account of (a) any annual change in employee numbers, (b) any additional Services, (c) the number of locations or centres in the UK, and/or (d) any annual price increase in the cost of providing the Services.

5.5 For certain Services, a joining fee may be applicable. This will be specified in the Proposal and/or Order Form. Joining fees are payable by bank transfer or by credit/debit card and must be paid prior to the Commencement Date.

5.6 Fees for the Services are payable monthly in advance, unless stated otherwise in your Order Form.

5.7 Invoices shall be emailed to the main contact noted in the Order Form, confirming the amount payable and the date on which payment falls due. For direct debit customers, payments are taken on either the 1st or the 15th of each month.

5.8 In the event that, subject to Clause 3.2 and 3.3, a Change Request is accepted, the corresponding change in Fees shall become effective the month immediately following the Change.

5.9 If any undisputed amount is not received within 14 days of the due date for payment, we reserve the right to (a) charge interest on the outstanding sums at 4% above the prevailing Bank of England base rate, and/or (b) either suspend or terminate the Services immediately, provided that we have given you at least 14 days’ prior written notice of our intention to suspend or terminate the Services and we have still not received the outstanding undisputed sums at the end of this 14-day period.

5.10 Payments received by credit or debit card will be subject to a 2% handling fee, based on the Fee payable.

5.11 In the event that you dispute part or all of an invoice, you must notify us of the issue giving rise to the dispute within 5 Working Days of receipt of the invoice.

5.12 Until such time as the dispute is resolved, you should pay any undisputed part of the invoice in accordance with the payment terms under these Terms.

5.13 Further to Clause 5.4(d), we reserve the right to review and amend the Fees on an annual basis, in line with the prevailing RPI or 5%, whichever is the greater..

6. INTELLECTUAL PROPERTY

6.1 With respect to the Online Tools and any documentation, processes, or software being in existence prior to the Commencement Date (“Our Background IP”), you acknowledge and agree that we are the owner or licence holder (as applicable) of Our Background IP.

6.2 We grant to you a non-exclusive, revocable licence to use Our Background IP solely to the extent required to enable you to receive the Services.

6.3 In order for us to provide you with the Services, it is likely that we will need access to various of your documentation, software, and other resources (“Your Background IP”). You grant to us a non-exclusive, revocable licence to use Your Background IP to the extent necessary for us to provide you with the Services and in accordance with Clause 6.5 below.

6.4 To the extent that we create any bespoke software, documentation, processes, policies, or anything similar for you as part of our provision of the Services (“Service IP”), the intellectual property rights subsisting in the Service IP shall vest in you, subject to your payment of the Fees. You grant to us a non-exclusive licence to use the Service IP in order to provide you with the Services and in accordance with Clause 6.5 below.

6.5 We may wish to use references to you for similar service proposals to prospective clients of similar work. For this purpose, you grant us the right to use your logo and any feedback you provide to us on our website and in our marketing.

6.6 Each party warrants to the other that nothing in their respective Background IP (and in the case of us, nothing in the Service IP) shall infringe the rights of any third party.

7. DATA PRIVACY AND CONFIDENTIALITY

7.1 The parties acknowledge and agree that any transfer, disclosure, sharing or other processing of personal data shall be subject to the terms of our Data Processing Agreement.

7.2 Each party undertakes to keep the most stringent confidentiality regarding all information, data and documentation of the other party (including financial or business information) disclosed or made known to it in connection with the Agreement or its execution (“Confidential Information”), and to handle such Confidential Information in the same way as it would its own confidential information (which shall at least be a reasonable standard of care).

7.3 The Confidential Information disclosed by a party may not (a) be used commercially by the other party for purposes other than for the performance of the Agreement, or (b) be disclosed to any third party save for its employees, agents, contractors, and advisers who have a need to know such Confidential Information.

7.4 This confidentiality obligation shall remain in force for the duration of three (3) years following termination of the Agreement. The parties shall impose corresponding obligations, no less onerous than those set out herein, upon their employees and any authorised subcontractors.

8. WARRANTIES AND DISCLAIMERS

8.1 Each party represents and warrants that it has the legal power to enter into and perform the Agreement.

8.2 Save for those representations, warranties, and undertakings specifically set out in the Agreement, all other warranties, express or implied, are disclaimed and excluded to the maximum extent possible under Applicable Laws.

8.3 Whilst we do offer document retention as part of our Services, you should note that you have a specific legal responsibility as a business to retain documents and records relevant to your payroll affairs. During the course of our work we may collect information from you and others relevant to your payroll records. Documents and records relevant to your payroll records are required by law to be retained for 6 years from the end of tax year to which they relate.

9. LIMITATIONS OF LIABILITY

9.1 Nothing in these Terms shall exclude or limit either party’s liability under the Agreement for (a) death or personal injury caused by our negligence (b) fraud or fraudulent misrepresentation, or (c) for any other liability that cannot be excluded under Applicable Law.

9.2 Neither party shall have any liability to the other under the Agreement for (a) loss of profits or revenue, (b) any consequential or indirect loss, (c) loss of goodwill or reputation, (d) loss of data, or (e) any other loss which was not reasonably contemplated by the parties as at the Commencement Date.

9.3 Subject to Clauses 9.1 and 9.2, our total aggregate liability in respect of any and all claims made by you (under contract, tort, statute, negligence or otherwise) arising out of or in connection with the Agreement, shall not exceed the total Fees paid to us in the twelve (12) months immediately preceding the claim.

9.4 Unless otherwise agreed in writing with you, we shall effect and maintain in force with reputable insurers throughout the term of the Agreement at least the following insurance policies to cover its relevant potential liabilities and obligations under and in connection with the Agreement:

• employers’ liability insurance with a limit of at least one million pounds sterling (£1,000,000) per annum per event or series of related events; and
• professional indemnity insurance with a limit of at least one million pounds sterling (£1,000,000) per annum per event or series of related events.

9.5 Upon your reasonable request, we shall provide you with all such documentation as is necessary to prove our continuing compliance with Clause 9.4.

10. TERM AND TERMINATION

10.1 The Term of the Agreement shall be as set out in the Order Form.

10.2 The Agreement may only be terminated before the end of the Term in accordance with Clause 10.4. If you wish to end the Agreement at the end of the Term, you must give us a minimum of three (3) months’ notice prior to the end of the Term.

10.3 If you do not provide us with notice in accordance with Clause 10.2, then at the end of the Term, the Agreement shall automatically continue on a rolling three (3) month basis, unless an additional fixed term is agreed between the parties.

10.4 Notwithstanding any other rights of termination set out in the Agreement, either may terminate the Agreement immediately on giving notice to the other in the event that (a) one party commits a material breach of the Agreement, or (b) one party becomes unable to pay its debts as they fall due, falls into administration, is subject to a winding up order, or is subject to any analogous situation.

10.5 On expiry or termination of the Agreement, for whatever reason:

• access to any Online Tools provided as part of the Service will cease immediately;
• all licences granted under the Agreement shall cease, save for the one set out in Clause 6.5;
• each party shall promptly return to the other any Confidential Information (including, in the case of HR:4UK, all employee records and information created or received in connection with the Agreement) that it may have in its possession or under its control;
• all outstanding invoices and other debts shall become due and payable.

10.6 Any Clause which expressly or impliedly takes effect or shall continue to take effect after the expiry or termination of the Agreement, shall survive such expiry or termination.

11. CONTACTING US

11.1 You may contact us using the details set out in the Order Form, Proposal, or as otherwise provided to you from time to time.

11.2 Our offices are open for business between 8:45am and 5:15pm Monday to Friday. We do not open our offices on a Bank Holiday.

11.3 In cases of an urgent nature that cannot wait until our offices re-open, we operate an out of hours service. If this is included as part of your Service package, you can find the details set out in the Order Form or Proposal.

12. FEEDBACK AND COMPLAINTS

12.1 We are committed to providing a high standard of professional service. Should you believe that, at any time, we’ve fallen below our usual high standards, we encourage you to provide feedback to the person who has been assisting you.

12.2 You grant us an exclusive, irrevocable, royalty-free licence to use any feedback you provide to improve our Services for you and other clients.

13. GENERAL

13.1 The Agreement constitutes the entire agreement and understanding of the parties and supersedes and extinguishes all previous drafts, agreements and understandings between them, whether oral or in writing, relating to its subject matter.

13.2 Each party acknowledges and agrees that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, warranty or understanding made by or on behalf of a party (whether made innocently or negligently) which is not expressly set out in the Agreement.

13.3 Any notice or similar communication given under or in connection with the Agreement shall be in writing and shall be delivered (a) by hand, or (b)

sent by pre-paid post providing for next Working Day delivery.

13.4 In the event of any contractual or non-contractual dispute relating to this Agreement (a “Dispute”), the parties shall use their best endeavours to resolve the Dispute within 10 Working Days of it being raised. In the event that it cannot be resolved during this time, the dispute may be escalated to the Managing Director of HR4UK. If the Dispute cannot be resolved within a further 10 Working Days, each party may then (and only then) seek a remedy at court.

13.5 This Agreement does not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the parties.

13.6 If any provision, or part of a provision, of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect.

13.7 This Agreement and any Dispute shall be governed by and construed in accordance with the law of England and Wales.

13.8 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute.