SafeHR®
Services Agreement
This is our Services Agreement, where we explain what services we provide, how we will do it, and what you need to do to make our agreement work.
Whilst this is a legal agreement, we have tried to write it in simple, straightforward language and we are always happy to answer any questions you may have. It is important to read all the terms of this Services Agreement carefully, as it will govern our relationship.
Part 1: General Terms
Part 2: HR Software Terms
Part 3: HR Support Services Terms
Part 4: Payroll Software Terms
Part 1: General Terms
A. DEFINITIONS
1 In this Agreement, the following expressions have the following meanings:
When we say We, Us or Our we mean citrusHR Limited, which is a limited company registered in England and Wales under company number 0845249, with the registered office 18E Charles Street, Bath, BA1 1HX.
When say You or Your we mean both you, as our customer and, where necessary, your staff (whether they are employees or consultants) or anyone you register on our Software as users of our Software.
Additional Services: any of the additional services provided by Us as listed in the HR Support Services Terms at clause A.3 below or otherwise agreed with You.
Agreed Exceptional Work: any exceptional work which We agree to undertake as described in the HR Support Services Terms at clause A.2 below.
Agreement: these General Terms, any applicable Service Specific Terms, our most recent Proposal(s) to you and any written variations agreed between us.
Authorised Users: those Registered Users that You have authorised to receive, on Your behalf, HR advice and Know-how from Our HR Specialists.
Confidential Information: confidential information described in these General Terms at clauses E.1 – E.4 below.
Consultancy Agreements: Individual Consultancy Agreements or Consultant Company Consultancy Agreements, which are provided either as Template Documents or Tailored Documents.
Customer Website: Our website at system.citrushr.com through which You get access to our HR Platform.Data: all data inputted by You (and anyone authorised by You) on the HR Platform and any other information and materials provided by You for use in conjunction with the Services, including Your Personal Data, payroll information, reports and employee contacts (as applicable).
Data Protection Legislation: all applicable current and future data protection, privacy and electronic marketing legislation, including the EU GDPR and the UK GDPR (as defined below) and any associated national legislation, any national legislation implementing the Privacy and Electronic Communications Directive 2002/58/EC and the Data Protection Act 2018.
Director’s Service Level Agreements: individual agreements with directors covering their responsibilities as a director of a company in addition to their employee rights and obligations, which are provided either as Template Documents or Tailored Documents.
EU GDPR: means the General Data Protection Regulation ((EU) 2016/679).
Free Trial: the HR Software Free Trial and/or the Payroll Software Free Trial.
HR Platform: the medium through which We make the Know-how and Software available to You and Your Registered Users.
HR Specialists: Our professionally qualified and experienced HR consultants and HR advisers who provide HR advice and Know-how to You and Your Authorised Users as part of the Services.
HR Software: the HR software provided by Us to You for use by You and Your Registered Users, which provides access to Your Data and includes various HR tools.
HR Software Free Trial: access to certain Services via the Free Trial features on the HR Software.
HR Support Services: the Services identified in the HR Support Services Terms at clause A.1.
HR Support Fees: the fees for the HR Support Services set out in the applicable Proposal.
Intellectual Property: patents, copyright, trade marks, domain names, designs, database rights, confidential information (including know-how), and all other intellectual property rights, in each case whether registered registerable or not and including all applications and rights to apply for and be granted such rights and all similar or equivalent rights or forms of protection which exist in any part of the world.
Know-how: know-how provided by Our HR Specialists to You under this Agreement or by Us via the Customer Website or through the Software and the HR Platform including Tailored Documents, Template Documents, legal updates and other written materials.
Monthly Invoice: the invoice described in clause C.2 of the General Terms.
Payroll Software: the optional payroll software provided by Us to You through the HR Platform in accordance with the Payroll Software Terms.
Payroll Software Free Trial: the period from when We start providing the Payroll Software to You until the date of issue of the second Monthly Invoice after that date,
which shall be provided free of charge.Payroll Software Terms: the terms of service applicable to the Payroll Software, where You agree to take and pay for access to the Payroll Software.
Proposal: the proposal We send to You or you view on Our Public Website in relation to the Services.
Public Website: Our publicly available website at citrushr.com
Registered Users: all Your UK employees whose details You have registered with Us and who have passwords to the HR Platform together with any of Your consultants you decide to register with Us.
Services: the services to be provided by Us under this Agreement, which may include access to the HR Platform, the Software, the provision of Know-how and access to Our HR Specialists, access to Our optional Payroll Software and/or Our optional Recruitment Services.
Service Specific Terms: the HR Software Terms, the HR Support Services Terms and the Payroll Software Terms, each of which will apply where we are providing You with the Services set out in them.
Tailored Documents: documents provided by Us by email or through the HR Platform which have been reviewed and/or adapted by Us based on what You have told Us about Your needs, including tailored employment contracts and tailored employment policies.
Template Documents: standard documents provided by Us by email or through the HR Platform which have not been reviewed or adapted by Us for Your use and which require completion and/or adaptation by You, including template Health and Safety policies, checklists, forms, letters and data processing agreements.
UK GDPR: has the meaning given to it in the Data Protection Act 2018.
Your Personal Data: the personal data provided by You to Us, as set out in clause L of the General Terms.
Controller, processor, data subject, personal data, personal data breach,
processing and supervisory authority shall have the meanings given within the EU GDPR. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression are examples and are not meant to be exhaustive.
B. HOW THIS AGREEMENT OPERATES
1 This Agreement shall commence on acceptance by You of a Proposal, and shall continue until either We or You terminate it in accordance with clause J (Ending This Agreement) of these General Terms.
2 We may provide additional Proposals to You after the commencement of this Agreement if requested by You. Any Proposal you accept shall form part, and be subject to the terms, of this Agreement.
3 We agree to provide the Services set out in an accepted Proposal, and You agree to pay for such Services in the event that a Fee becomes due, in accordance with this Agreement.
C. FEES AND PAYMENT
1 Unless You are on a Free Trial, the Fees You must pay Us are calculated as set out in the applicable Proposals.
2 We shall invoice You monthly in advance with the first invoice being issued within 7 days of the start of this Agreement (the Monthly Invoice). Each Monthly Invoice will include the Fees for all the Services We will be providing to You that month.
3 You will pay Us the Fees on a monthly basis by Direct Debit or by using your credit or debit card. Payment shall be due, via Your preferred payment method, within 10 days of receiving each invoice.
4 All amounts payable by You under this Agreement are exclusive of VAT, which You agree to pay in addition to the payment of Our Fees and at the same time, provided You have received a valid VAT invoice from Us, and unless you provide us with written evidence in advance that you are exempt from VAT.
5 Time of payment is of the essence of this Agreement and therefore if You fail to pay Us on the due date we will have the following rights (and these are without prejudice to any other right or remedy We may have):
5.1 to require You to pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank's base rate from time to time, except any period where that base rate is below 0%, in which case interest will be at the rate of 4% per annum. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment, and You will need to pay both the interest and the overdue amount in order for interest to stop accruing; and
5.2 to suspend all Services until payment has been made in full.
6 All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7 From time to time We may need to increase Our Fee Rates. We will not do this for at least 12 months after the start of this Agreement and no more than once in any following 12 month period. We will give you at least 2 months' written notice before any such increase takes effect.
8 You are entitled to terminate the Agreement or cancel the specific Services without penalty if any proposed increase in the Fee Rates is not acceptable to You. Cancelling your use of the HR Software will also end any other Services we are providing to You.
D. INTELLECTUAL PROPERTY
1 We (and Our licensors) own all Intellectual Property in the HR Platform, the HR Software, the Payroll Software, the Know-How, the Services, and all associateddocuments. You may only use this Intellectual Property under the terms of this Agreement, and no Intellectual Property rights are given to You by this Agreement unless specifically stated.
2 You own all Intellectual Property in the Data.
3 We will indemnify You against losses, costs and expenses You may incur as a result of any claim that the use by You of the Services infringes any third party Intellectual Property, provided you:
3.1 notify Us within a reasonable time of any such claim being made;
3.2 provide reasonable co-operation in the defence and settlement of the claim (at Our expense); and
3.3 give Us sole authority to defend or settle the claim.
4 You agree that the indemnity in clause D.3:
4.1 is Your only remedy in this situation; and
4.2 represents Our entire liability for infringement of third party Intellectual Property.
5 We shall have no liability if any alleged infringement is based on:
5.1 a modification of the Services, and/or any associated documents, by anyone other than Us;
5.2 You using the Services, and/or any associated documents, in a manner contrary to the instructions given to You by Us; or
5.3 You using the Services, and/or any associated documents, after notice of the alleged or actual infringement from Us or any other person.
E. CONFIDENTIALITY
1 We both agree that either of us may be given the other’s Confidential Information under this Agreement. This will happen when material is disclosed by either of us which is:
1.1 labelled Confidential Information; or
1.2 reasonably considered confidential because of its nature and the manner of disclosure.
2 Your Confidential Information includes the Data.
3 Our Confidential Information includes all aspects of the Services and the Fees.
4 Confidential Information does NOT include information that:4.1 is or becomes publicly known except if it is because of any act or omission of
the receiving party;
4.2 was in the other party’s lawful possession before the disclosure;
4.3 is lawfully disclosed to the receiving party by a third party without restriction on that disclosure;
4.4 is independently developed by the receiving party, and they can prove that with written evidence;
4.5 is required to be disclosed by law, by any court or regulatory or administrative body.
5 We each agree to hold the other’s Confidential Information in confidence.
6 We each agree NOT to:
6.1 make the other’s Confidential Information available to any third party (except as set out in clauses E.7 and E.8 below); or
6.2 use the other’s Confidential Information for any purpose other than under this Agreement.
7 You agree that We may disclose Your Confidential Information to those of Our employees and contractors who are involved in providing the Services, but only when necessary under this Agreement and provided that We will be responsible for ensuring they comply with clause E.11 below.
8 Either of us may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, as far as it is legally permitted to do so, one party gives the other party as much notice of the disclosure as possible.
9 We both reserve all our rights in our own Confidential Information. No rights or obligations in respect of the Confidential Information of either of us, other than those expressly stated in this Agreement, are granted to the other party, or are to be implied from this Agreement.
10 We shall keep confidential any information provided by Us to You for the purpose of Our answering queries. However, you agree We may publish any anonymised query and related answer in the same way as any other Know-how.
11 Each of us will ensure that all persons we authorise to process Data have committed themselves to keeping the Data and any other Confidential Information confidential.
F. THE LIMITS TO OUR SERVICES AND TO OUR LIABILITY TO YOU
The details of what we can do for you as part of our Services are set out in the relevant Part of this Agreement. We also need to be clear about what we can’t do and can’t be responsible for:1 We don’t provide specific legal advice, as would be given by a solicitor or barrister.
We provide HR advice using qualified HR Specialists. In particular, and without limiting the first sentence of this clause F.1.1, We do not provide specific legal advice on immigration law or commercial law.
2 We don’t provide financial advice or pension advice.
3 We don’t offer specialist Health and Safety advice, and our Services in this area are limited to certain features in our Software and our Template documents, other than in areas where there is an overlap with HR advice and then we will do all we reasonably can to help You.
4 Whenever We are of the view that You may need additional specialist legal, financial, pension or Health and Safety advice, we will tell You and We may provide You with details of providers who can assist You. Any such details are without any recommendation on Our part and you must rely upon Your own investigations.
5 We don’t provide HR advice and Know-how in relation to employees working overseas who are not subject to UK law. Even where the overseas employee is subject to UK law, we cannot advise on any impact of overseas law on that individual’s employment. Subject to these limitations, overseas employees are welcome to use our Software features as Registered Users.
6 We shall NOT be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
6.1 loss of profits;
6.2 loss of sales or business;
6.3 loss of agreements or contracts;
6.4 loss of anticipated savings;
6.5 loss of or damage to goodwill; or
6.6 any indirect or consequential loss.
7 Our total aggregate liability to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to £100,000. Unless proceedings have already beencommenced, Our entire liability shall end within 12 months from the date of the matter giving rise to the claim.
8 In the event of any loss or damage to the Data, Your sole and exclusive remedy shall be that We make all reasonable efforts to restore the lost or damaged Data from the latest back-up of such Data.9 We shall not be responsible for any loss, destruction, alteration or disclosure of the Data caused by any third party, except those third parties sub-contracted by Us to perform services related to the Data maintenance, cyber security and back-up of the HR Platform or the Software and subject to Our processor obligations set out in the. relevant Terms below.
10 We shall not be responsible for any loss or damage caused because of anyone in Your organisation gaining access to emails containing HR Advice and Know-how, or other confidential information, sent by us to an Authorised User, where the Authorised User has given us a non-secure, non-dedicated email address to use which others can access.
11 If Our performance of Our obligations under this Agreement is prevented or delayed by any act or omission by You, Your agents, subcontractors, consultants or employees, We shall not be liable for any costs, charges or losses sustained or incurred by You that arise directly or indirectly from that act or omission.
12 We rely on You giving Us correct information and We will not be liable to You for any loss You suffer as a result of such information being incorrect.
13 We agree that nothing in this Agreement limits or excludes Our liability for:
13.1 death or personal injury caused by Our negligence or the negligence of Our contractors;
13.2 fraud or fraudulent misrepresentation committed by Us or by Our contractors;
or
13.3 any matter for which it would be unlawful for Us to exclude liability.
14 We both agree that, save as expressly set out in this Agreement, all implied warranties and conditions are excluded to the maximum extent permitted by law.
G. MAKING CHANGES TO THIS AGREEMENT
1 You agree that We can make any changes to the Services which become required in order to comply with any law or safety requirement, or which don’t materially affect the nature or quality of Our Services, and We will always notify You as set out in clauses G.7 and G.8 below if this happens. (Examples might be new data protection requirements or small improvements to Our HR Software or Payroll Software.)
2 We will otherwise keep this Agreement under review and may need to make changes from time to time.
3 We will always notify you of any proposed changes to this Agreement and, if possible, we will give you at least 30 days’ notice of the changes so that you can have a chance to consider them before they come into effect. The only exceptions to this will be where it is necessary for Us to make a quicker change in order to maintain the security and integrity of Our Services (in which case we will give you asmuch notice as we can), or if we are changing sub-processors (in which case we will give you at least 14 days’ notice).
4 If you object to any changes we propose under this clause G, other than those described in clause G.1, you may end this Agreement by following the process set out in clause I below.
5 No other changes to this Agreement will be effective unless they are in writing and signed by both You and Us.
H. EVENTS OUTSIDE OUR CONTROL
1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under this Agreement that is caused by an Event Outside Our Control, as defined below in clause .2.
2 An Event Outside Our Control means any act or event beyond Our reasonable control, including, without limitation:
2.1 strikes, lock-outs or other industrial action by third parties;
2.2 civil commotion, riot, malicious damage, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster;
2.4 compliance with any law or governmental order, rule, regulation or direction;
2.5 failure of public or private utility services or telecommunications networks
(including internet service providers); or
2.6 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
3 If any Event Outside Our Control takes place that affects the performance of Our obligations under this Agreement:
3.1 We will contact You as soon as reasonably possible to notify You; and
3.2 Our obligations under this Agreement will be suspended and the time for performance of Our obligations will be extended for the duration of the Event
Outside Our Control.
I. E-SIGNATURES
1 Without limiting clause I.2 below, You acknowledge that whilst e-signatures are generally accepted in the courts of England and Wales as a valid way of concluding a contract, they may not carry the same weight in court as a wet ink signature, and may not be an acceptable way to conclude a contract in other jurisdictions.2 Where We offer You the option to sign and request signature of documents (including Template and Tailored Documents) using Our e-signature feature:
2.1 We provide the e-signature feature on an “as is” basis and for convenience only;
2.2 We do not provide any warranties or conditions of any kind and We exclude any express or implied warranties including regarding whether it is of satisfactory quality or fit for a particular purpose. We do not exclude any warranty that We cannot exclude by law; and
2.3 We exclude all liability in connection with Your use of the e-signature feature, including any liability incurred by You in connection with bringing or defending a claim which incurs additional costs or causes You damages or losses (including reasonable professional fees) due to the use of the e-signature feature.
3 You shall, at all times during and after the Term, indemnify Us and keep Us indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by Us arising from or in connection with the use of the e-signature feature by You or any person who You have allowed to use the e-signature feature.
J. ENDING THIS AGREEMENT
1 This Agreement as a whole can be ended by one of us giving notice to the other as follows:
1.1 We may end this Agreement by giving You not less than 30 days’ notice, to finish at the end of a Monthly Invoice period; or
1.2 You may end this Agreement by giving Us notice using the cancellationfeatures on the Software, or by emailing us at help@citrusHR.com. This Agreement will then end on the last day of Your current Monthly Invoice period, and no later than 30 days after the date You gave Us notice.
2 You may end Your use of a Service by using any cancellation provisions set out in the relevant Service Specific Terms. If you are using both the HR Software and the HR Support Services, You cannot end your use of the HR Software without also ending the HR Support Services. If You cancel all Services you are currently using, this will end the whole Agreement in accordance with clause J.1.2 above.
3 There are some situations where ending this Agreement will happen differently:
3.1 if You object to any changes We propose making to this Agreement, other than those described in clause G.1 of these General Terms, You can give Us notice using the cancellation features on the Software, and this Agreement will end either on the last day of Your next currently Monthly Invoice period,
or when the changes We are making take effect, if that is sooner;3.2 either of us may end this Agreement immediately by giving notice in writing to
the other (without affecting any other rights or remedies they may have) if any of the following situations arise:
3.2.1 the other party fails to pay any amount due under this Agreement on the due date for payment;
3.2.2 the other party commits a material breach of this Agreement and that breach either can’t be remedied or, if the breach is remediable, the party at fault fails to remedy that breach within a period of 30 days after being notified in writing by the other to do so; or
3.2.3 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
4 At the end of this Agreement (or if you end a specific Service without ending the whole Agreement, then in respect of that Service):
4.1 You will immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We may submit an invoice, which shall be payable immediately on receipt;
4.2 all licences granted under this Agreement shall immediately end;
4.3 You and Your Registered Users will no longer have access to the Services, HR Platform, Software and Know-how;
4.4 We will destroy, anonymise or otherwise dispose of the Data in Our possession after the expiry of 6 months after the effective date of ending this Agreement, unless, prior to this date, We receive a written request for the delivery to You of a printout or digital copy of the then most recent back-up of the Data;
4.5 when We receive that request, We shall use all reasonable efforts to deliver the printout or digital copy to You within 30 days, provided that You have, at that time, paid all Fees and charges outstanding at and resulting from the ending of this Agreement (whether or not due at the date of termination); and
4.6 You shall pay all reasonable expenses incurred by Us in delivering the printout or digital copy. Once We have provided any printout or digital copy, We will then proceed to dispose of the Data in Our possession in accordance with this clause J.4.
K. OTHER GENERAL TERMS
1 Ending this Agreement, or Your use of any Services under it, does not affect the accrued rights of either of us, or the continuation afterwards of any provision expressly stated to survive or implicitly surviving the ending of the applicable Terms including: these General Terms, clause D.3, Your obligations under clause F, and clauses G, H and I (to the extent necessary) and clause K.5.1.4 of the HR SoftwareTerms, clauses A and C.3, and clauses D, E and F (to the extent necessary) of the HR Support Services Terms, and clause A, and clauses E and F (to the extent necessary) of the Payroll Software Terms.
2 The rights granted under this Agreement are granted to You only, and shall not without Our prior written consent (which shall not unreasonably be withheld) be considered granted to any subsidiary or holding company. You may not, without Our. prior written consent (which shall not unreasonably be withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under this Agreement.
3 No one other than You or Us has any rights to enforce any of the terms in this Agreement unless they are successors or permitted assignees.
4 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
5 Unless stated otherwise, the rights and remedies provided under this Agreement to You and Us are in addition to, and do not exclude, any rights or remedies provided by law.
6 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
7 Except for any changes agreed under clause J.6 above, this Agreement constitutes the entire agreement between You and Us and supersedes any previous agreement between You and Us relating to the Services. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
8 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand, by email or by recorded delivery pre-paid first class post or other next working day recorded delivery service at its registered office (if a company) or its principal place of business (in any other case).
9 Any notice shall be deemed to have been received:
9.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;9.2 if delivered by email, within one working day of Us sending that email; or
9.3 if sent recorded delivery by pre-paid first class post or other next working day delivery service, on signature of a delivery receipt.
10 The notice provisions in clauses K.8 and K.9 of these General Terms do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
11 This Agreement and any related disputes or claims shall be governed by and construed in accordance with the laws of England and Wales.
12 We both agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
L. PROCESSING OF PERSONAL DATA
Depending on the options selected by You, We may process the following Personal Data for the following purposes:
Data subjects: Employees
Types of personal data: Name, title, position, payroll information contact information, performance
information, sickness and absence information, bank details, training and qualifications information, prior employment information, any company loans and benefits
Purpose of processing: For the purpose of providing the Services described in the Terms
Part 2: HR Software Terms
A. OUR SERVICES
1 Standard Services
(What You get for Your Standard Service Fee)
1.1 We will make the HR Platform, including our Software and Know-how, available for Your use over the internet.
1.2 We will supply advice about using Our HR Platform and Software, based on what You have told Us about Your needs. You can contact Us for this advice by telephone or email during normal working hours for the UK.
1.3 We aim that our Customer Service team will always speak to You within two working hours of Your request during normal business hours, and usually very much faster than that.
1.4 Your Employment Policies can be uploaded on Our Software and used to create a Staff Handbook for Your Registered Users and You can add your own material to personalise this for Your organisation.
1.5 Other employment documents You create can be uploaded and stored on Our Software.
1.6 We will provide Health and Safety features as part of our Software for Your use.
1.7 You will be able to access and make use of our e-signature feature for concluding contracts with Registered Users and prospective employees, where the facility is available for the relevant document.
B. HR SOFTWARE – START DATE
2 Our obligation to provide the HR Software to You will start when We send You login details to start using Our Software, unless You are migrating from Our Free Trial process (see below clause I of the HR Software Terms).
C. OUR HR SOFTWARE OBLIGATIONS
1 We agree to:
1.1 provide the Services to You, in relation to Your Registered Users, using reasonable skill and care;
1.2 conduct Our business with You in a professional manner and to best practice standards;
1.3 give You and any Registered Users a non-exclusive and non-transferable licence to access and use the Software and to use the Know-how but only foruse in Your business and subject to the other terms in these HR Software Terms;
1.4 issue each Registered User with a username to access and use the Software;
1.5 make all reasonable efforts to ensure that the Services are provided continuously to You and that access to the Software and the Know-how are not interrupted by anything within Our reasonable control;
1.6 notify You in advance if We need to arrange planned Software downtime, and, if We can, We will schedule this for outside normal UK office hours (which nearly always happens);
1.7 make all reasonable efforts to ensure that the HR Platform and the Software, are virus-free; and
1.8 take good care of any Data You give Us, and Our detailed data protection obligations to You are set out below in Clause E.
D. YOUR HR SOFTWARE OBLIGATIONS
1 You agree to:
1.1 register any of Your UK employees that you wish to have access to the Services on the Software as Registered Users;
1.2 notify Us, using the Software, of any changes to the details of Your Registered Users;
1.3 decide and monitor what access levels are to be granted by Us to the Software, the HR Platform, the Know-how and the Services for each Registered User and notify Us, using the Software, of any changes to these access levels;
1.4 provide secure and dedicated email addresses for Us to contact all those of Your Registered Users that You wish to receive emails from the Software, which others in Your organisation cannot access, failing which Our liability for any loss or damage caused by anyone else accessing the information contained in any email correspondence will be excluded under General Terms at clause D;
1.5 configure your IT systems so that you can access and use the Software and Know-how via an up-to-date and working web browser; and
1.6 have and use your own virus and malware protection software and keep it up to date.
2 You agree to, and will ensure that Your Registered Users:
2.1 comply with these HR Software Terms;2.2 follow our processes to verify Your or Your Registered User's identity (which we will always explain);
2.3 accept that our Customer Service staff may ask to verify Your identity or that of Your Registered User either via phone or email before We can provide Services to You; and
2.4 comply with Your data protection responsibilities set out in clause G of these HR Software Terms, understanding and accepting the importance of data protection obligations relating to the Data.
3 You agree NOT to, and will ensure that Your Registered Users do NOT:
3.1 provide Us with any Confidential Information in breach of any legal or professional duty or obligation (see General Terms at clause E for more details);
3.2 provide the details of any Know-how contained in Our Services, to any third party (including any employee who is the subject of that Know-how) without first considering those details carefully, using Your own professional skills;
3.3 use the Services or any part of them in such a way that Our commercial reputation is undermined;
3.4 solicit or entice away from Us (or attempt to do so) anyone who is employed or engaged by Us to provide the Services and employ them directly (or attempt to do so); (This restriction applies from the date these HR Software Terms start until a date 6 months after the last date on which We supply the Services to You. The only exception to this restriction is if We give Our prior written consent. If You breach this restriction, You agree to pay Us, if We ask for it, the amount of one year's basic salary or annual engagement fee of that person, together with any recruitment costs spent replacing that person.)
3.5 store, distribute or transmit any material through the HR Platform that:
3.5.1 is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
3.5.2 contains viruses, trojan horses, worms or other similar things;
3.5.3 depicts sexually explicit images;
3.5.4 promotes unlawful violence,
3.5.5 promotes discrimination based on race, gender, colour, religious belief, sexual orientation or disability, or
3.5.6 helps or promotes any other illegal activities;3.6 copy, disclose, distribute, adapt, reverse engineer, decompile, disassemble, modify, or make error corrections to the HR Platform (including the Software) in whole or in part;
3.7 make all or any part of the Services available to any third party, except as permitted under these HR Software Terms or authorised by Us in writing;
3.8 access the Services with the aim of competing with Us or copying Our ideas or features of the Services.
E. YOUR USERNAME AND PASSWORD OBLIGATIONS
1 Each Registered User will be issued with a username. You agree to require each Registered User:
1.1 to create a password;
1.2 to keep that password and their username confidential at all times; and
1.3 NOT to allow any other person to use their username and password.
2 You agree to notify Us promptly if You know or suspect that any person knows another’s username or password.
3 We have the right to disable any username or password, whether chosen by You or allocated by Us at any time if in Our reasonable opinion You have failed to comply with any of the provisions of this Agreement.
F. YOUR USE OF OUR KNOW-HOW
1 Your use of Our Know-how is subject to the following conditions, which You acknowledge and accept:
1.1 You may search, view, copy, customise and print out material containing Know-how for use ONLY in Your own organisation;
1.2 all Template Documents are templates only and have not been tailored for Your own organisation. They may therefore not be entirely suitable for Your needs. It is Your sole responsibility to ensure that the Template Documents are appropriate for Your use and, if not, to adapt them appropriately for Your own use;
1.3 all Tailored Documents have been reviewed and/or adapted by Us for Your use based solely on relevant information provided by You. It is therefore Your responsibility, before making use of the Tailored Documents, to check that they are appropriate for Your use and accurately reflect Your particular circumstances;
1.4 due to the fast-changing pace of employment law it is not always possible to keep all Know-how up to date. However, We will make reasonable efforts to ensure that all the Know-how material is updated within 60 days of theemployment law changes coming into effect. To help with this, We date each piece of Know-how material with the date it was last modified;
1.5 the Know-how is not intended to constitute a definitive or complete statement of the law on any subject, nor is any part of it intended to constitute legal advice for any specific situation; and
2 the Services are based on employment law in England, Wales and Scotland and are not necessarily suitable for use in any other country, save where We have notified You of specific adaptations for other countries.
G. HR SOFTWARE – FEES AND PAYMENT
1 We will invoice You for, and You will pay Us, the HR Software Fees in accordance with the applicable Proposal (which will set out the method by which We calculate the Fees) and clause C of the General Terms.
H. HR SOFTWARE – YOUR DATA PROTECTION RESPONSIBILITIES
1 When entering Your Personal Data onto the HR Platform, You agree that:
1.1 You are the controller and We shall be the processor in respect of Your Personal Data;
1.2 You will at all times comply with the Data Protection Legislation;
1.3 We can process Your and Your Registered Users’ Personal Data in connection with the Services;
1.4 You have authority from Registered Users to disclose Personal Data to Us and to allow Us to process it using Our systems;
1.5 You give Us consent to carry out deletion of Personal Data in accordance with the retention periods set out in Your HR Data Retention Policy (and such consent may be withdrawn by You in writing at any time);
1.6 We are reliant on You for direction as to the extent to which We are entitled to use the Personal Data; and
1.7 You will notify Your Registered Users of the existence of Cookies used in Our HR Platform and Your and their rights in relation to them as set out in Our Privacy Policy.
2 You shall, at all times during and after the Term, indemnify Us and keep Us indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by Us arising from Our access and use of the Personal Data, save where We are in breach of Our own obligations as a processor or Controller. Nothing in this Agreement relieves Us of Our obligations as a processor or controller (as applicable) and Our direct responsibility and liability under Data Protection Legislation.
I. HR SOFTWARE – OUR DATA PROTECTION RESPONSIBILITIES
1 Where Your Personal Data is entered onto the HR Platform, We agree to:
1.1 comply with all applicable requirements of the Data Protection Legislation;
1.2 only process Your Personal Data as is strictly necessary and for as long as strictly necessary for the purposes of meeting Our obligations under this Agreement or in accordance with Your express written instructions as set out or provided for in this Agreement and shall not process Your Personal Data for any other purposes unless required by law (in which case we will notify you, unless prevented by law);
1.3 take appropriate technical and organisational measures (having regard to the state of technological development and the cost of implementing any such measures) against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, such Personal Data to ensure a level of security appropriate to:
1.3.1 the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
1.3.2 the nature of the Personal Data to be protected;
1.4 take reasonable steps to ensure compliance with those technical and organisational measures, so that Our processing meets the requirements of Data Protection Legislation and ensures the protection of data subjects;
1.5 not to transfer Your Personal Data outside of the UK or European Economic Area unless appropriate safeguards are in place;
1.6 immediately inform You if, in Our opinion, an instruction from You infringes Data Protection Legislation;
1.7 maintain records of processing carried out in respect of Your Personal Data;
1.8 use Our reasonable endeavours to ensure that the Personal Data is properly backed-up as set out in clause H.2 below;
1.9 only use the sub-processors notified to You by Us from time to time;
1.10 ensure that all sub-processors comply with the processor obligations of the Data Protection Legislation, in particular providing sufficient guarantees to implement appropriate technical and organisational measures;
1.11 inform you of any intended changes to add or replace any sub-processors and give you the opportunity to object to such changes under clause E.3 of the General Terms;1.12 assist You, by providing reasonable co-operation and assistance, using appropriate technical and organisational measures, insofar as this is possible, to fulfil Your obligations as a controller to respond to requests by individuals who are exercising their data subject rights (including subject access requests) and Your obligations relating to meeting the security requirements of the Data Protection Legislation, the notification of data breaches without undue delay, and data protection impact assessments; and
1.13 make available to You all information reasonably necessary to demonstrate compliance with Our obligations as a processor under the Data Protection Legislation, allowing for and contributing to audits, including inspections, conducted by You or another appropriately qualified auditor mandated by You, subject to clause H.3 below.
2 Our backup of Data will include at least a daily backup. The backup will be stored in two separate physical locations from the primary servers storing the Data, all in the UK. All back up copies are encrypted and only the minimum number of people necessary to retrieve the back up copies have access to the encryption key. All backup copies of Data are deleted after eight months. For more information, please refer to our Privacy Policy.
3 Much of the information needed to demonstrate compliance with Our obligations as processor is already available to You through the HR Platform, the Know-how, the Software and the Services. Where any request for information involves Us in preparation of specific responses that take more than one hour’s time to prepare, We reserve the right, at Our discretion, to charge You for additional preparation time at the hourly rates set out on Our Public Website at the time of the request.
J. HR SOFTWARE FREE TRIAL TERMS
1 Where You are starting to use the HR Software on an HR Software Free Trial, the terms in this clause J apply. This does not include the Payroll Software, which is subject to its own Payroll Software Free Trial. If there is any conflict between the terms in this clause I and the rest of the Agreement, the terms in this clause J will prevail while You are on an HR Software Free Trial.
2 Starting your HR Software Free Trial
2.1 By clicking to enter Our Free Trial feature on Our Software, You are offering to start using Our Services on a Free Trial basis in accordance with this Agreement. The person entering their contact details and creating a password on Our Free Trial Software feature is deemed to have authority to enter into this Agreement on Your behalf and will be given access to the Services at Owner / Senior Admin level.
2.2 We will start providing the HR Software on a Free Trial basis when We give You access to the HR Software.
3 Length of Your HR Software Free Trial3.1 Unless We agree otherwise Your HR Software Free Trial will last for 14 days.
Your account will then be suspended and Your access to Our Services will be withdrawn, unless You become a paying customer.
3.2 If You wish to cancel at any time during Your HR Software Free Trial period, You can do this by giving Us notice using the cancellation features on Our Software, following which, unless We agree otherwise, Your account will be immediately suspended and Your access to Our Services will be withdrawn.
3.3 We may end Your Free Trial for any reason at any time and with immediate effect, provided that We notify You during the HR Software Free Trial period.
4 Becoming a Paying Customer
4.1 If You enter Your payment method details on Our Software before the end of the HR Software Free Trial period, or within one month of Your account being suspended at the end of Your HR Software Free Trial, You will become a paying customer and be able to continue to access all Your existing settings and Data, but You will not be charged for using the Services during Your HR Software Free Trial period.
4.2 If You become a paying customer during or at the end of Your HR Software Free Trial period, the remainder of the Agreement shall apply from the date You become a paying customer, and the provisions of this clause I will cease to apply to You.
5 Other Variations to HR Software Terms
5.1 During Your HR Software Free Trial, these provisions of the Agreement are varied as follows:
5.1.1 clause A (Our Services) – lists the Services You receive during Your HR Software Free Trial without payment of an HR Software Fee.
5.1.2 clause B (When These HR Software Terms Begin) – does not apply during Your HR Software Free Trial and is replaced by clause I.2 above.
5.1.3 clause F (Fees and Payment) – does not apply during Your HR Software Free Trial.
5.1.4 clause J of the General Terms (Ending This Agreement) – clauses J.1 and J.2 do not apply during Your Free Trial. Clause J.4 continues in force. Clause J.3 is varied as follows: Clauses J.3.1, J.3.4, J.3.5 and J.3.6 do not apply during the HR Software Free Trial period, but all other parts of clause J.3 continue to apply. If Your account is suspended and Your access to Our Service withdrawn as a result of ending the HR Software Free Trial withoutbecoming a paying customer, all of Your Data in in Our possession will be destroyed after the expiry of one month after the suspension, unless We agree otherwise at Your request.
Part 3: HR Support Services Terms
A. HR SUPPORT SERVICES – APPLICABLE TERMS
1 Our provision to You of the HR Support Services is governed by both the HR Software Terms and these HR Support Services Terms. These HR Support Services Terms set out the terms and conditions which specifically apply to the provision by Us to You of the HR Support Services, in addition to the provisions of the HR Software Terms.
2 Where there is any conflict between any of the terms of these HR Support Services Terms and the HR Software Terms, the terms of these HR Support Services Terms shall apply.
B. OUR SERVICES
1 Standard Services
(What You get for Your Standard Service Fee)
1.1 We will supply appropriate Employment Contract(s) tailored to Your requirements based on what You have told Us about Your needs and to the extent set out in Our Proposal (included in the definition of Tailored Documents above). Our Employment Contracts have been reviewed by our in-house legal team who also advise our HR Specialists.
1.2 We will supply a set of appropriate Employment Policies tailored to Your requirements based on what You have told Us about Your needs and to the extent set out in Our Proposal (included in the definition of Tailored Documents above). Our Employment Policies have been reviewed by our in- house legal team who also advise our HR Specialists.
1.3 Your Employment Policies will be delivered in the Staff Handbook section of Our Software for Your Registered Users and You can add your own material to personalise this for Your organisation.
1.4 We will make available for Your use a variety of Template Documents for commonly occurring HR issues.
1.5 We will supply Consultancy Agreements either as Tailored or Template Documents depending on Your circumstances. We will happily explain what our standard clauses mean, why we have included them and our views on any risks associated with them, but we are unable to provide advice on agency workers, insurance, tax, commercial terms or commercial agency relationships governed by the Commercial Agents Regulations 1993.
1.6 We will supply Director’s Service Level Agreements either as Tailored or Template Documents depending on Your circumstances and to the extent set out in Our Proposal. We will happily explain what our standard clauses mean, why we have included them and our views on any risks associated with them, but we are unable to provide advice on insurance, tax, pensions, share options, commercial terms, or corporate governance and non HR statutory duties.
1.7 We will provide Health and Safety features as part of our Software, and Health and Safety Template Documents. Where there is an overlap between Health and Safety and HR advice, we will do all we reasonably can to help you and will introduce you to Health and Safety specialists if necessary.
1.8 Our HR Specialists are available for You to speak to by phone about anything to do with Your Registered Users that is covered by Our Services and not excluded by this Agreement and we will ensure that Your enquiry is dealt with by appropriately qualified and experienced staff.
1.9 We aim that one of Our HR Specialists will contact You within two working hours of Your request during normal business hours for urgent issues, and within six working hours for non-urgent issues.
1.10 We are happy to arrange for You to speak to one of Our HR Specialists outside normal business hours if that works better for You, with at least three working hours’ notice.
1.11 Our HR Specialists may confirm any advice given to You by phone in an email.
1.12 Our HR Specialists are available for You to contact by email about anything to do with Your Registered Users that is covered under Our Services and not excluded by this Agreement and we will ensure that your enquiry is dealt with by appropriately qualified and experienced staff.
1.13 Our HR Specialists will draft tailored letters and other small documents (included in the definition of Tailored Documents above) for You and send them to You by email or via Our HR Platform.
1.14 We will publish legal updates to keep You informed of all significant changes in employment law in England, Wales and Scotland and We will make these available on the HR Platform.
1.15 We will make the Software available for Your use over the internet.
1.16 You will be able to access and make use of our e-signature feature for concluding contracts with Registered Users and prospective employees, where the facility is available for the relevant document.
2 Agreed Exceptional Work
(Unusual circumstances where We reserve the right to make additional charges)
2.1 Whilst this hardly ever happens if You create exceptional levels of work for Us to provide our Standard Services to You, We reserve the right to agree with You Exceptional Work Fees in the following situations:2.1.1 The work of Our HR Specialists arises because You did not follow Our previous advice or failed to review adequately any materials provided to You by Us before using them;
2.1.2 You require Us to advise on an exceptionally large quantity of work arising from one or more issues which took place prior to this Agreement starting, or in relation to any employee who has already left Your employment prior to this Agreement starting;
2.1.3 You require Us to review an exceptionally large quantity of Employment Contracts and/or Policies which You issued prior to this Agreement starting; or
2.1.4 You require an exceptionally large quantity of work to tailor Employment Contracts and/or Policies to your requirements.
2.2 In all of these rare situations, We will always agree an estimate of Exceptional Work Fees with You in advance before starting any of this work, and will advise You in advance if this estimate needs to be revised.
3 Additional Services
(Extra services You may request for an additional charge)
3.1 We can also offer the following non-standard HR related services for an additional fee:
3.1.1 ON SITE VISIT
You would like an HR Specialist to visit Your premises
3.1.2 DIRECT INVOLVEMENT IN HR PROCESSES ON YOUR BEHALF
You would like an HR Specialist to carry out HR related work directly on your behalf not included in our Standard Services above, such as attendance at disciplinary or grievance hearings or other meetings, typing up attendance notes or the carrying out of investigations.
3.1.3 TUPE TRANSFER - SIGNIFICANT INVOLVEMENT
You would like an HR Specialist to review or action significant elements of a TUPE transfer process related to a transfer or proposed transfer of a business or contract by or to You (over and above Our general advice on the HR processes surrounding a TUPE transfer which is included in Our Standard Services) – an example would be direct involvement in reviewing due diligence data.
3.1.4 COLLECTIVE REDUNDANCY CONSULTATION
You would like an HR Specialist to advise on collective consultation relating to possible redundancy for 20 or more employees.
3.1.5 SALARY BENCHMARKING / MARKET ANALYSIS
You would like an HR Specialist to carry out a review of salaries within your organisation, including benchmarking salaries, other benefits and compensation and any industry sector market comparison.
3.1.6 SETTLEMENT AGREEMENT
You would like Us to produce a settlement agreement for Your use (the advice element is contained within Our Standard Services).
3.2 We will happily discuss providing any of these Additional Services to You. We will always agree an estimate of Additional Services Fees with You in advance before starting any of this work and will advise You in advance if this estimate needs to be revised.
C. YOUR HR SUPPORT SERVICES OBLIGATIONS
1 You agree to:
1.1 comply with the HR Software Terms;
1.2 register all of Your UK employees on the Software as Registered Users and notify Us, using the Software, of any changes to Your UK employees;
1.3 decide which Registered Users are to be Authorised Users and notify Us, using the Software, of this and any changes to these access levels; and
1.4 provide secure and dedicated email addresses for Us to contact each of Your Authorised Users to send HR advice and Know-how from our HR Specialists, which others in Your organisation cannot access, failing which Our liability for any loss or damage caused by anyone else accessing the HR advice and Know-how will be excluded under clause D of the General Terms.
2 You agree to, and will ensure that Your Registered Users:
2.1 comply with these HR Support Services Terms;
2.2 follow Our processes to verify Your or Your Registered Users’ identities (which We will always explain) and to confirm that HR advice is only being given in respect of Registered Users;
2.3 accept that Our Customer Service staff or HR Specialists may ask to verify Your identify or that of Your Registered Users either via phone or email before We can provide Services to You); and
2.4 comply with Your data protection responsibilities set out in clause E below, understanding and accepting the importance of data protection obligations relating to the Data.
3 You agree NOT to, and will ensure that Your Registered Users do NOT:3.1 provide Us with any Confidential Information in breach of any legal or professional duty or obligation (see General Terms at clause C for more details);
3.2 provide the details of any advice provided by Us, as part of the Services, to any third party (including any employee who is the subject of that advice) without first considering Our advice carefully, using Your own professional skills;
3.3 use the Services or any part of them in such a way that Our commercial reputation is undermined;
3.4 solicit or entice away from Us (or attempt to) anyone who is employed or engaged by Us to provide the Services and employ them directly (or attempt to do so). This restriction applies from the date of this Agreement until a date 6 months after the last date on which We supply the Services to You. The only exception to this restriction is if We give Our prior written consent. If You breach this restriction, You agree to pay Us, if We ask for it, the amount of one year’s basic salary or annual engagement fee of that person, together with any recruitment costs spent replacing that person.)
3.5 store, distribute or transmit any material through the HR Platform that:
3.5.1 is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
3.5.2 contains viruses, trojan horses, worms or other similar things;
3.5.3 depicts sexually explicit images;
3.5.4 promotes unlawful violence;
3.5.5 promotes discrimination based on race, gender, colour, religious belief, sexual orientation or disability; or
3.5.6 helps or promotes any other illegal activities;
3.6 copy, disclose, distribute, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the HR Platform (including the Software) in whole or in part;
3.7 make all or any part of the Know-how, the Services, the Software or the HR Platform available to any third party, except as permitted under this Agreement or authorised by Us in writing;
3.8 access the Know-how or the Services with the aim of competing with Us or copying Our ideas or features of the Know-how or the Services.
D. HR SUPPORT SERVICES – FEES AND PAYMENT
1 We will invoice You for, and You will pay Us, the HR Support Services Fees in accordance with the applicable Proposal (which will set out the method by which We calculate the Charges) and clause C of the General Terms.
E. HR SUPPORT SERVICES – YOUR DATA PROTECTION RESPONSIBILITIES
1 When sharing Your Personal Data with Our Customer Service staff or HR Specialists, You agree that:
1.1 You and We are independent controllers in respect of Your Personal Data;
1.2 You have authority from Registered Users to disclose Personal Data to Us and to allow Us to process such data;
1.3 You shall provide reasonable co-operation and assistance, using appropriate technical and organisational measures, insofar as this is possible, to fulfil Our obligations as a controller to respond to requests by individuals who are exercising their data subject rights (including subject access requests) and Our obligations relating to meeting the security requirements of the Data Protection Legislation, the notification of data breaches without undue delay, and data protection impact assessments; and
1.4 We are entitled to determine the nature and purpose of processing Your Personal Data as specified under clause F below.
F. HR SUPPORT SERVICES – YOUR DATA PROTECTION RESPONSIBILITIES
1 Where Your Personal Data is shared with Our Customer Service staff or HR Specialists, or otherwise, We agree to:
1.1 comply with all applicable requirements of the Data Protection Legislation;
1.2 ensure Your Personal Data is only processed as is strictly necessary and for as long as strictly necessary for the purposes of meeting Our obligations in this Agreement or in accordance with your express written instructions as set out or provided for in this Agreement and Your Personal Data shall not be processed for any other purposes unless required by law (in which case we will notify you, unless prevented by law);
1.3 take appropriate technical and organisational measures (having regard to the state of technological development and the cost of implementing any such measures) against any unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, such Personal Data to ensure a level of security appropriate to:
1.3.1 the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
1.3.2 the nature of the Personal Data to be protected;1.4 take reasonable steps to ensure compliance with those technical and organisational measures, so that any processing meets the requirements of Data Protection Legislation and ensures the protection of data subjects;
1.5 not to transfer Your Personal Data outside of the UK or European Economic Area unless appropriate safeguards are in place;
1.6 maintain records of processing carried out in respect of Your Personal Data;
1.7 use Our reasonable endeavours to ensure that the Data is properly backed-up as set out in clause F.4 below;
1.8 in respect of processing Your Personal Data, ensure that all processors comply with the processor obligations of the Data Protection Legislation, in particular providing sufficient guarantees to implement appropriate technical and organisational measures;
1.9 inform you of any intended changes to add or replace any processors and give you the opportunity to object to such changes under clause E.3 of the General Terms;
1.10 fulfil Our obligations as a controller to respond to requests by individuals who are exercising their data subject rights, including Subject Access Requests and Our obligations relating to meeting the security requirements of the Data Protection Legislation, the notification of data breaches without undue delay, and Data Processing Impact Assessments;
1.11 make available to You all information reasonably necessary to demonstrate compliance with Our obligations as processor under the Data Protection Legislation, allowing for and contributing to audits, including inspections, conducted by You or another auditor mandated by You, subject to Clause F.2 below; and
1.12 carry out deletion of personal Data in accordance with the retention periods set out in Your HR Data Retention Policy (and such consent may be withdrawn by You in writing at any time).
2 Much of the information needed to demonstrate compliance with Our obligations is already available to You through the HR Platform, the Know-how, the Software and the Services. Where any request for information involves Us in preparation of specific responses that take more than one hour’s time to prepare, We reserve the right, at Our discretion, to charge You for additional preparation time at the hourly rates set out on Our Public Website at the time of the request.
3 We shall, at all times during and after the Term, indemnify You and keep You indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by You arising from our use of any materials created by Us derived from Your PersonalData. Nothing in this Agreement relieves You of Your obligations and Your direct responsibility and liability under Data Protection Legislation.
4 Our backup of Data will include at least a daily backup. The backup will be stored in two separate physical locations from the primary servers storing the Data, all in the UK. All back up copies are encrypted and only the minimum number of people necessary to retrieve the back up copies have access to the encryption key. All backup copies of Data are deleted after eight months. For more information please refer to our Privacy Policy.
Part 4: Payroll Software Terms
A. PAYROLL SOFTWARE – APPLICABLE TERMS
1 Our provision to You of the Payroll Software is governed by both the HR Software Terms and these Payroll Software Terms, as if references to the HR Software are to the Payroll Software. These Payroll Software Terms set out the terms and conditions which specifically apply to the provision by Us to You of the Payroll Software, in addition to the provisions of the HR Software Terms.
2 Where there is any conflict between any of the terms of these Payroll Software Terms and the HR Software Terms, the terms of these Payroll Software Terms shall apply.
B. PAYROLL SOFTWARE – START DATE
1 If You want to use the Payroll Software to process Your next payroll run, You will need to accept Our Proposal at least five working days before Your next payroll deadline. If You accept Our Proposal less than five working days before a payroll deadline, whilst We will do Our best to solve any issues in the time available, We cannot and do not give any warranties or guarantees relating to the level of service We can provide in respect of the first payroll.
C. OUR PAYROLL SOFTWARE OBLIGATIONS
1 In addition to Our obligations under the HR Software Terms, We agree to:
1.1 provide the Payroll Software to You using reasonable skill and care;
1.2 update the Payroll Software to comply with new regulations and laws as soon as we reasonably can and normally within three months of larger scale changes being confirmed by HMRC or other regulatory authority, or within one month of more minor changes being confirmed;
1.3 provide support by telephone during the hours of 9.00am to 5.30pm Monday to Friday, except Bank Holidays in England;
1.4 use Our reasonable efforts to ensure that the Payroll Software is available at all times, except for routine maintenance outside normal working hours for the UK. Where any unplanned or emergency maintenance is required during normal working hours, We will give You as much notice as We reasonably can.
D. YOUR PAYROLL SOFTWARE OBLIGATIONS
1 In addition to Your obligations under the HR Software Terms, You agree to:
1.1 update the Payroll Software within a reasonable time period after the start of these Payroll Software Terms, with all the necessary information needed to enable You to use the Payroll Software to manage Your payroll needs;1.2 maintain on the Payroll Software complete and accurate information relating to Your Registered Users; and
1.3 run Your payroll using the Payroll Software in sufficient time to be able to resolve any questions which may arise before Your payroll deadline.
2 We recommend that you run your payroll at least two working days before the day you pay your staff.
3 You agree to, and will ensure that Your Registered Users shall, comply with this Agreement.
4 Your obligations in relation to usernames and passwords for Registered Users, set out in the HR Software Terms, apply also to the use by You and Your Registered Users of the Payroll Software via the HR Platform.
E. PAYROLL SOFTWARE – FEES AND PAYMENT
1 We will invoice You for, and You will pay Us, the Payroll Software Fees in accordance with the applicable Proposal (which will set out the method by which We calculate the Fees) and clause C of the General Terms.
F. PAYROLL SOFTWARE – DATA PROTECTION RESPONSIBILITIES
1 The data protection roles and responsibilities of You and Us in relation to Our provision to You of the Payroll Software will be governed by the HR Software Terms.