Terms

These are the terms agreed between a customer’s/client’s using any TrustedHR Ltd. services and Trusted HR Ltd.

By using any TrustedHR Ltd. services the customer/client is confirming they are adhering to and receiving the services under the terms and conditions shown below. This includes advice, support, documents, emails, telephone advice, face-to-face support, and input from any other means.

The supplier of these services is Trusted HR Ltd., Registered address: Lishmans LLP, Christopher Watson House 16-18 Station Road, Chapeltown, Sheffield, S35 2XH ("Supplier") Company Number: 08215723

Summary

Trusted HR Ltd. agrees to provide, and the Customer agrees to take and pay Trusted HR Ltd. for the service outlined at (a) subject to the terms and conditions of this agreement.

Agreed Terms

1. Interpretation

• 1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users:	Customers will be Directors and/or managers of at least one employee within the specific Company who has purchased the service, and not for personal use.
Business Day:	Any day which is not a Saturday, Sunday or public holiday in England and Wales.
Change of Control:	The direct or indirect acquisition of a party by another entity in a single transaction or a series of transactions.
Confidential Information:	Information that is proprietary or confidential and mentioned as owned by Trusted HR Ltd. within this document or on individual documents as provided.
Customer Data:	The data provided and/or shared with the Customer (or the Customer’s authorised agents), Authorised Users, on the Customer's behalf, for the purpose of using the Services or facilitating the Customer’s use of the Services.
Effective Date:	The date(s) on which the service is used
Normal Business Hours:	Trusted HR’s normal working hours are 9.30am to 5.30pm each Business Day. Should these be changed, you will receive a minimum of 30 days’ notice.
Services:	The HR and/or Change services provided, by to the Customer under this agreement as summarised in the 'our services' document and shown, at schedule one of this document. This is subject to change at the discretion of Trusted HR Ltd. after providing 30 days prior notice.
Software:	The online software-based service provided by Trusted HR Ltd. as part of the Services (if purchased and provided by a third party e.g., myhrtoolkit.com) and access to websites owned by Trusted HR Ltd.
Fee:	The fees payable through standing order by the Customer to Trusted HR Ltd. for the services, as set out in paragraph 1 of Schedule 1. Fees are plus VAT at the current rate, with a 3% increase due to inflation each year. The initial fee and purchased extras are to be paid by bank transfer and monthly fees are to be paid by standing order each month.
Subscription Term:	Has the meaning given in clause 12.1.
Virus:	Anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

• 1.2 Clause, schedule, and paragraph headings shall not affect the interpretation of this agreement.
• 1.3 A person includes an individual, corporate, or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
• 1.4 A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.
• 1.5 Words in the singular shall include the plural and vice versa.
• 1.6 A reference to one gender shall include a reference to the other genders.
• 1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
• 1.8 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2. Authorised Users of Our Services and Products

• 2.1 Subject to the Customer paying the Fee and the other terms and conditions of this agreement, Trusted HR Ltd. hereby grants to the Customer a non-exclusive, non-transferable right to permit the managers, whilst managing their employees, and where both parties are employees of the Company, who have purchased the Services, to use our Services during the Subscription Term solely for the Customer's internal business operations. This strictly applies to employees who work for the company under the company number shown at the top of this agreement, this is not transferable to other companies, including those in the same group.
• 2.2 The Customer shall ensure that employees who leave the employment of the Customer have their access to our services and documentation removed promptly, unless it is appropriate for them to have them e.g., a letter advising of redundancy and appeal rights.
• 2.3 The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
• 2.3.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the documents and products in any form or media or by any means, unless expressly authorised by Trusted HR Ltd. to use the Services to provide services to third parties; or, subject to clause 17.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this clause 2.
• 2.4 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer without the written authority of Trusted HR Ltd.

3. Services

• 3.1 Trusted HR Ltd. shall, subject to payment terms, provide the Services to the Customer on and subject to the terms of this agreement.

4. Customer Data

• 4.1 The Customer shall own all rights, title, and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer and Employee Data, excluding templates policies, employee handbooks and Trusted HR created documentation. The exception is where words and information are provided by the customer, and the decisions the customer has made, these are the full responsibility of the Customer.
• 4.2 Trusted HR Ltd. shall make reasonable commercial endeavours to keep the Customer Data secure. In the event of any loss or damage to Customer Data, Trusted HR Ltd. shall not be responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Trusted HR Ltd. to perform services related to Customer needs).
• 4.3 Trusted HR Ltd. shall make reasonable commercial efforts, in providing the Services, to comply with GDPR relating to the privacy and security of the Customer Data.
• 4.4 If Trusted HR Ltd. processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and Trusted HR Ltd. shall be a data processor and in any such case:
  • a) The Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.
  • b) Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction, or damage.

5. Trusted HR Ltd. Obligations

• 5.1 Trusted HR Ltd. undertakes that the Services will be performed with reasonable skill and care.
• 5.2 Should Trusted HR Ltd. subcontract any work to any third parties, Trusted HR Ltd. will ensure that it has in place with that sub-contractor a suitable written commercial agreement which confirms that the third party will confirm to the requirements of the Data Protection Act 1998 and GDPR.
• 5.3 The undertaking at clause 5.1 shall not apply to the extent of any non-conformance, which is caused by use of the Services contrary to Trusted HR Ltd. instructions, or modification or alteration, of the Services by any party other than or Trusted HR Ltd. duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, Trusted HR Ltd. will use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 5.1. Notwithstanding the foregoing, Trusted HR Ltd.: (a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; nor that the Services, and/or the information obtained by the Customer through the Services will meet the Customer's requirements; (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from non-compliance with Trusted HR Ltd. instruction and direction. (c) The Trusted HR Ltd. service does not include any support, advocacy, or costs towards an Employment Tribunal. This includes compensation and/or legal costs arising from Employment Tribunals.

6. Customer's Obligations

• 6.1 The Customer shall: (a) provide Trusted HR Ltd. with: (i) all necessary co-operation in relation to this agreement; and (ii) all necessary access to such information as may be required by Trusted HR Ltd.; in order to render the Services; (b) comply with all applicable laws and regulations with respect to its activities under this agreement; (c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner; (d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement and (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Trusted HR Ltd., its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

7. Charges and Payment

• 7.1 The Customer shall pay the Subscription Fees to Trusted HR Ltd. services in accordance with this clause 7 and Schedule 1.
• 7.2 The Customer shall pay each month through a standing order by the 5th day of the month. The first to be paid within 5 days of the service date/invoice whichever is sooner, with standing orders set up for the remaining period.
• 7.3 If Trusted HR Ltd. has not received payment within 15 days after the due date, and without prejudice to any other rights and remedies of Trusted HR Ltd.: (a) Trusted HR Ltd. may, without liability to the Customer, remove all services from the customer, which includes access to all or part of the Services and Trusted HR Ltd. shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid and (b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Trusted HR Ltd.'s bankers in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
• 7.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are, subject to clause 11.4(b), non-cancellable and non-refundable and (c) are exclusive of value added tax, which shall be added to Trusted HR Ltd.'s invoice(s) at the appropriate rate.

8. Proprietary Rights

• 8.1 The Customer acknowledges and agrees that Trusted HR Ltd. owns all intellectual property rights in the Services and Documents. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the documentation or Services.

9. Confidentiality

• 9.1 Trusted HR Ltd. may be given access to the Customer’s Confidential Information in order to perform its obligations under this agreement. Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
• 9.2 Trusted HR Ltd. shall hold the Customer's Confidential Information in confidence and, unless required by law, not make the Customer's Confidential Information available to any third party or use the Customer's Confidential Information for any purpose other than the implementation of this agreement.
• 9.3 Trusted HR Ltd. shall take all reasonable steps to ensure that the Customer's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
• 9.4 Trusted HR Ltd. shall not be responsible for any loss, destruction, alteration, or disclosure of Confidential Information caused by any third party.
• 9.5 The Customer acknowledges that details of the Services constitute Trusted HR Ltd.'s Confidential Information, and the Customer shall hold any of Trusted HR Ltd.’s Confidential Information strictly in confidence.
• 9.6 Trusted HR Ltd. acknowledges that the Customer Data is the Confidential Information of the Customer.
• 9.7 This clause 9 shall survive termination of this agreement, however arising.

10. Indemnity

• 10.1 The Customer shall defend, indemnify, and hold harmless Trusted HR Ltd. against claims, actions, proceedings, losses, damages, expenses, and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services.
• 10.2 In no event shall Trusted HR Ltd., its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services or Documentation by anyone other than Trusted HR Ltd.; or (b) the Customer's use of the Services in a manner contrary to the instructions given to the Customer by Trusted HR Ltd.; or (c) the Customer's use of the Services after notice of the alleged or actual infringement from Trusted HR Ltd. or any appropriate authority.
• 10.3 The foregoing states the Customer's sole and exclusive rights and remedies, and Trusted HR Ltd.'s (including Trusted HR Ltd.’s employees', agents’, and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

11. Limitation of Liability

• 11.1 Subject to the provisions of clause 10 above this clause 11 sets out the entire financial liability of Trusted HR Ltd. (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: (a) any breach of this agreement; (b) any use made by the Customer of the Services or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
• 11.2 Except as expressly and specifically provided in this agreement: (a) the Customer assumes sole responsibility for results and decisions it makes from advice and support obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Trusted HR Ltd. shall have no liability for any damage caused by errors or omissions in any information, instructions or advice provided to Trusted HR Ltd. by the Customer in connection with the Services, or any actions taken by Trusted HR Ltd. at the Customer's direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and (c) the Services are provided to the Customer on an "as is" basis. The Customer will always be the decision maker and fully liable for any consequences which arise from dealings with employees or others with regard to their employment, or engagement with the Company in any way.
• 11.3 Nothing in this agreement excludes the liability of Trusted HR Ltd.: (a) for death or personal injury caused by Trusted HR Ltd.'s negligence; or (b) for fraud or fraudulent misrepresentation.
• 11.4 Subject to clause 11.2 and clause 11.3: (a) Trusted HR Ltd. shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and (b) Trusted HR Ltd.'s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 3 months immediately preceding the date on which the claim arose.

12. Term and Termination

• 12.1 If a signed agreement is in place this lasts for a minimum of 36 months from the Effective Date and shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue thereafter unless: (a) either party notifies the other party that the agreement will be terminated; or (b) otherwise terminated in accordance with the provisions of this agreement.
• 12.2 If the agreement is terminated earlier than the agreed term the Customer agrees to pay all monies owed for the full term of the agreement, either in one lump sum or monthly as per the agreement. It is the Customer’s responsibility to request all, and any Customer Data and documentation needed. In line with GDPR the Customer's staff Information will be irretrievably deleted and or destroyed after three months of the provision of written notification of termination of the agreement. Any notification of termination will only be valid if provided in writing and signed by an Executive Director of the Company.
• 12.3 Should a signed agreement not be in place the terms under this agreement, apart from 12.1 above, apply in full.
• 12.4 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if: (a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or (c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or (d) a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or (e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or (f) the other party ceases, or threatens to cease, to trade; or (g) there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or (h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
• 12.5 On termination of this agreement for any reason: (a) all services granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party; (c) Trusted HR Ltd. may destroy or otherwise dispose of any of the Customer Data in its possession. (d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

13. Force Majeure

• 13.1 Trusted HR Ltd. shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Trusted HR Ltd. or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Trusted HR Ltd.’s or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

14. Waiver

• 14.1 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
• 14.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

15. Severance

• 15.1 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, unenforceable, or illegal, the other provisions shall remain in force.
• 15.2 If any invalid, unenforceable or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

16. Entire Agreement

• 16.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
• 16.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

17. Assignment

• 17.1 The Customer shall not, without the prior written consent of Trusted HR Ltd., assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this agreement.
• 17.2 Trusted HR Ltd. may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this agreement.

18. No Partnership or Agency

• 18.1 Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

19. Third Party Rights

• 19.1 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

20. Notices

• 20.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes or sent by fax to the other party's fax number as set out in this agreement.
• 20.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

21. Governing Law and Jurisdiction

• 21.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
• 21.2 This agreement supports employees in the Company that are based in England or Wales or employed under the law in England and Wales. Any HR support for employees outside of the law in England and Wales is chargeable at an additional rate and not part of this agreement. The applicable rate and services will be agreed prior to any HR support being provided.
• 21.3 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
• 21.4 This agreement has been entered into each time a service from TrustedHR Ltd. is used and by using the services of TrustedHR Ltd. the customer/client is confirming they will abide by all the terms and conditions details above.