BY USING THE SECURE-HRM ONLINE HR SERVICE YOU AGREE TO THESE TERMS AND CONDITIONS (CONDITIONS) WHICH WILL BIND YOU, AND IF YOU ARE AN ORGANISATION (E.G., A COMPANY) YOU ALSO UNDERTAKE TO ENSURE THE COMPLIANCE BY YOUR EMPLOYEES AND REPRESENTATIVES WITH THE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE CONDITIONS YOU MAY NOT USE THE SECURE-HRM ONLINE HR SERVICE AND YOU MUST DISCONTINUE YOUR ORDER NOW BY CLICKING ON THE CANCEL BUTTON. IF YOU DO SO, YOUR ORDER WILL NOT PROCEED; YOU WILL NOT BE PERMITTED TO USE THE SERVICE.
1. DEFINITIONS
In these Conditions:-
1.1 The following expressions have the following meanings unless inconsistent with the context:-
Agreement means the agreement between us of which these terms form part
Conditions means these terms and conditions
Dataany information data and material inputted by You, Your Employees or representatives in the course of using the Service
Employee means a past or present employee of you, or a self employed consultant, in respect of whom you use the Service
IPR all trademarks, trade names, service marks, copyright and related rights, design rights, database rights, know-how, rights in confidential information and any other intellectual property rights, whether registered or unregistered, used on or in connection with the Service and any software used to provide the same.
Licence Fee means the monthly licence fee payable by You for Your use of the Service, which is payable per month, as set out on the Order Page
Minimum Period means the period of twelve months beginning on the day on which you order the Service.
Order Page means the page on our website on which you order the Service
Party means you or us
Service means the online human resources facility operated by us under the name “Secure-HRM” or any other name we may choose from time to time
Term means the period from and including the date you accept these Conditions until the date that your right to use the Service is ended under these Conditions
We means EmployEaisly HR Services Limited (and Us and Our shall be construed accordingly)
You means the customer who applies to use the Service through Our website (and “Your” shall be construed accordingly).
1.2 Any reference to a statutory provision includes reference to that provision as amended, consolidated or re-enacted after the date on which these Conditions are accepted by you.
1.3 The masculine shall include the feminine and the neuter and the singular shall include the plural, and vice versa as the context shall admit or require.
1.4 Reference to persons includes bodies’ corporate, unincorporated associations and partnerships.
1.5 Reference to clauses is to clauses of these Conditions and the headings to the clauses are for ease of reference only and do not affect the construction of these Conditions.
1.6 The words “include”, “includes”, “including” and “included” will be construed without limitation unless inconsistent with the context.
2. DURATION
2.1 Subject to the provisions for early termination the minimum period of this agreement is 12 months commencing from the day on which you order the service and will renew automatically for a further period of 12 months at the end of such period and so forth (The Term) and without any notice being required from one party to the other unless and until terminated in terms of the Agreement.
2.2 The Agreement can be terminated by either party prior to expiry of The Term by either party at any time for whatever without requiring to ascribe a reason therefore, by one party giving to the other party not less than 90 days written notice of, confirmation of the termination.
3. ROLE OF THE SERVICE PROVIDER
3.1 We agree to provide you with the non-exclusive, non-transferable right to use the Service for your own internal business purposes only for the Term subject to these Conditions.
3.2 In order to use the Service You must also agree to accept and be bound by the terms of the EmployEasily HR End User Licence.
3.3 Upon successfully completing your online order you will be directed to a set up page where you be able to create your company and log in details to enable you to use the Service.
3.4 We will endeavour to provide the Service without major interruption and without material error.
3.5 Notwithstanding clause3.4 we reserve the right at any time to suspend your use of the Service to enable us to carry out maintenance and/or upgrades and/or to deal with technical problems.
3.6 We confirm that:-
3.6.1 The Service is provided in and from the United States of America and Your Data will not leave the United States of America;
3.6.2 We will not reveal your password for the Service to anyone without your consent; and
3.6.3 We will upload Your Data as soon as reasonably possible after we have confirmed receipt of the same to you. We may convert Your Data into whatever format we decide
3.7 We will provide support to you in respect of defects or Malfunctions in the software used to provide the Service (a Malfunction being a failure of that software to function in the manner necessary to provide the Service) as follows:
3.7.1 Malfunctions will be categorised using a traffic light system, Red, Amber, Green.
3.7.2 A Red Category Malfunction shall be a Malfunction which prevents you performing a business critical function.
3.7.3 All other Malfunctions shall be categorised as Amber.
3.7.4 Resolved malfunctions will be categorised as Green.
3.7.5 We will endeavour to resolve a Red Category Malfunction within the timescale defined or determined by the criticality of the business function but this cannot be guaranteed for reasons including (but not limited to) the lead time available.
3.7.6 The support provided under this clause does not extend to advice and guidance on the use of the Service not connected to a Malfunction.
4. YOUR OBLIGATIONS
4.1 You agree to:-
4.1.1 Comply with any reasonable instructions, standards and protocols issued by us from time to time in respect of the Service;
4.1.2 indemnify Us against any and all claims, costs and expenses which We incur or suffer because of Your acts and/or omissions in respect of the Service and Your use of it and/or Your breach of any of Your obligations under these Conditions;
4.1.3 When using the Service comply with all applicable laws and legislation, including the Data Protection Act 1998 and the Regulation of Investigatory Powers Act 2000.
4.2 You agree that you are solely responsible for:-
4.2.1 The accuracy of all Data entered by you in using the Service;
4.2.2 Adequate internal security measures in connection with the use of the Service including:-
4.2.2.1 Appropriate procedures for creating and updating passwords;
4.2.2.2 Ensuring the confidentiality and safe storage of all log in details, user names and passwords;
4.2.2.3 Immediately notifying us if you suspect a breach of your security measures;
4.2.2.4 Not allowing unauthorised persons to use the Service;
4.2.2.5 Ensuring that security levels set for any Data (whether by us or you) is correct.
4.3 You agree not to, and agree to ensure that Your Employees and representatives will not:-
4.3.1 Use the Service for any unlawful purpose or in contravention of any applicable law, including:-
4.3.1.1 Any act or omission which may be an infringement of the IPR of a third party;
4.3.1.2 the transmission, display or uploading of any material which is or may be defamatory, threatening, offensive, abusive or obscene or try to make unauthorised use of the Service;
4.3.1.3 Use the Service in a manner which may infringe the rights of another;
4.3.1.4 Use the Service in the manner that makes excessive use of our network or that may adversely affect the provision of the Service to You or to others, or the ability of others to use it
4.4 You agree that:-
4.4.1 Your right to use the Service is personal to You and may not be assigned, sub-licensed, sold, transferred, charged, encumbered or otherwise disposed of in any way;
4.4.2 You acquire no rights in the Service or the IPR comprised in or relating to it;
4.4.3 We may view and access Your Data for the purpose of providing the Service to you and for checking that you are complying with these Conditions;
4.4.4 We have no obligation to monitor, check or review the legality, validity or accuracy of Your Data;
br/>4.4.5 We can at any time make changes to the Service or withdraw it in whole or in part without notice;
4.4.6 We may refer in publicity material to the fact that you are a customer of the Service.
4.5 You must pay for all communications, hardware and software incurred in order to use the Services and you are responsible for determining the suitability of those items for that purpose.
5. WARRANTIES AND LIABILITY
5.1 We warrant that the Service will be provided with reasonable care and skill and that we will use reasonable endeavours to ensure its availability.
5.2 If we breach any of the warranties in clause 5.1 we will remedy it by repeating the provision of the Service.
5.3 We do not warrant the 100% availability of the Service or the accuracy of Your Data.
5.4 We will not be liable for any difficulties caused by the operation or integration of the Service with any hardware or software not supplied or approved by Us; by any modifications to the Service or any software used to provide the Service; by any abuse or incorrect use of the Service including with hardware and/or software which are incompatible with it.
5.5 We make no representation, nor do we give any warranty, guarantee or undertaking that the Service is free from bugs, errors or mistakes, or that it will meet your requirements. You must ensure that the facility is suitable for your requirements.
5.6 As between us any statement, condition or warranty, express or implied, statutory or otherwise, as to the Service is excluded to the fullest extent permitted by law.
5.7 Nothing in this Agreement excludes or limits the liability of either Party for death or personal injury caused by that Partys negligence, or fraudulent misrepresentation.
5.8 Other than as specified in 5.2 or 5.7 We will not be liable for any direct loss or damage which You may suffer in respect of any breach of these Conditions or any representation or tortious act or omission (including without prejudice to generality negligence and breach of statutory duty) arising under or in connection with these Conditions or the Service.
5.9 We will have no liability for loss of profit or loss of business, or for any indirect or consequential loss or damage including loss of revenue, loss of goodwill, loss of opportunity, wasted management or staff time, losses or liabilities under any other contract, or loss of damage to or corruption of Data or information howsoever arising which You may suffer in respect of any breach of this Agreement or any representation or tortious act or omission (including negligence and breach of statutory duty) arising under or in connection with these Conditions.
5.10 If despite clauses 5.8 or 5.9 We are found liable for any loss or damage You have suffered which We would not otherwise have been liable, Our aggregate liability (other than that referred to in clause 5.7) for all losses liabilities, damages, costs, claims or expenses suffered by You during the Term and arising out of or in connection with:-
5.10.1 any and all breaches of the terms of these Conditions (including without prejudiuce to generality claims in respect of a breach of warranty); and
5.10.2 any and all torts or breaches of statutory duty committed by Us or by any officer, employee, subcontractor or agent of Ours in connection with the Service; will not exceed the total amount paid by You to Us in respect of Your use of the Service.
5.11 You acknowledge that You have entered into this Agreement after due consideration and in the knowledge that Our liability is to be limited in accordance with these Conditions, that the charges have been set accordingly and that a higher price would have been payable but for those limitations. If there is a conflict between this clause 5 and any other clause of these Conditions, this clause 5 shall prevail.
6. TERMINATION
6.1 We may terminate your right to use the Service at any time on 90 days notice in writing to you.
6.2 We may suspend or terminate Your right to use the Services at any time without notice if You commit a breach of these Conditions which (if it is capable of being remedied) You do not remedy within 15 days of a notice from Us requiring You to do so.
6.3 We can terminate your right to use the Service without notice if:-
6.3.1 You go into liquidation, or any steps are taken by you or anyone else which may lead to your liquidation (except to reconstruct or merge the business);
6.3.2 You call a meeting of your creditors;
6.3.3 A receiver, manager, administrator or administrative receiver is appointed over any of your business; or
6.4.4 You become insolvent within the meaning of Section 123 of the Insolvency Act 1986.
6.4 When your right to use the Service is terminated, we may agree to provide you with a copy of Your Data in a standard format but will be entitled to charge for the time incurred and materials involved in doing so.
6.5 Any termination of your right to use the Service will be without prejudice to the accrued rights of either of us up to that date. Clauses 4, 5, 7, 8, 9, 10, 11, 12, 13, 14 and 15 shall survive termination and continue in force.
6.6 On termination for any reason:-
6.6.1 All rights granted to you under these Conditions shall end and you must cease using the Service;
6.6.2 You will immediately pay to us any sums due in respect of the Service; and
6.6.3 You will immediately (at our option) either destroy or return to Us any materials in Your possession, custody or control that We have given You in connection with the Service, and in the case of destruction certify that You have done so.
7 CONFIDENTIALITY
7.1 If you receive any of our confidential information, which is either marked confidential or otherwise clearly confidential in nature, (Confidential Information) you will not use it except as required to use the Service and will not disclose it to anyone else. You may disclose Confidential Information to your employees that need to have it for the purpose of the Service, provided they are bound by their contracts of employment not to disclose it.
7.2 You agree to indemnify us from and against any losses suffered or incurred by us as a result of your breach of clause 7.1.
7.3 Clause 7.1 does not apply to:
7.3.1 Information which you already had before disclosure;
7.3.2 Information obtained from another source which is free to disclose the same;
7.3.3 Information which is in the public domain; except as a result of a breach of these Conditions or other obligation of confidence.
8 DATA PROTECTION
8.1 We acknowledge that the Data contains personal data as defined in the Data Protection Act 1998. We are registered under that Act and by agreeing to these Conditions you warrant that you are registered under that Act.
8.2 To the extent that we process any personal data (as that term is defined in the Data Protection Act 1998) on your behalf, you as data controller appoint us as your data processor in relation to that personal data.
8.3 As data processor we will in processing any personal data:
8.3.1 Act only on your instructions;
8.3.2 Comply with all instructions from you which are reasonably necessary to secure compliance with your obligations under the Data Protection Act 1998;
8.3.3 Take appropriate technical and organisational measures against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
9. PAYMENT
9.1 In consideration of the right to use the Service subject to these Conditions, You agree to pay us the Licence Fee as stated on the Order page and outlined in clause 9.2 together with Value Added Tax thereon in respect of our service provision for the duration of the Term. This shall be paid monthly in advance for each one month period or part thereof of the Term by PayPal or bank transfer. In the event however that any such monthly payment is not paid timeously interest shall run on such payment and be due and payable by You to the Us at the rate of 10% per annum above base rate of The Royal Bank of Scotland plc from time to time (or in the event that such base rate is abolished at a rate reasonably equivalent thereto) until paid.
9.2 According to the number of employees You intend to add the system, You agree to Pay us the following License fee:
9.2.1 up to 50 employees £155.88 + Vat (£12.99 /month)
9.2.2 51 to 100 employees £287.88 + Vat (£23.99 /month)
9.2.3 101 to 150 employees £563.88 + Vat (£46.99 /month)
9.3 All License Fees are invoiced at order conception but payment of license fees by You to Us are required monthly in advance with the first payment due at conception of the contract or immediately upon the expiry of any initial free trial period which may be applicable from time to time.
9.4 In the event of a material breach of contract by the You, We will be entitled to terminate this Agreement forthwith in writing without any period of notice being required. In the event of such notice of termination being issued You shall be liable in respect of fees under this Agreement plus Value Added Tax thereon as would be payable to the Service Provider for a period of 90 days following the date of such notice.
9.6 We shall have no liability in respect of documentation, procedures or actions that have not been authorised by Us in writing as being sufficient for the purpose of the fulfillment of the statutory obligations as set out by employment related legislation.
9.7 We shall have no financial commitment to You and will not be liable for any expenditure that You may incur in the provision of setting up (a) correct procedures or (b) incorrect procedures arising emanating from the correct advices being given.
9.7 All sums payable under this Agreement are exclusive of any value added, or other sales, tax which we may be obliged to charge You.
10 FORCE MAJEURE
10.1 In these Conditions Force Majeure means an event beyond our control and not attributable to our wilful act, neglect, default or other failure to take reasonable precautions.
10.2 We will not in any circumstances be liable to You for any loss of any kind including damages, whether directly or indirectly caused to or incurred by You as a result of any failure or delay in the performance of Our obligations due to Force Majeure, although We will use all reasonable endeavours to continue to perform, or resume performance of, those obligations.
10.3 If we are unable to perform our obligations because of Force Majeure for a consecutive period of more than three months you may terminate your right to use the Service by notice in writing and the provisions of clause 6.2 shall apply.
11 RIGHTS UNDER THE AGREEMENT
11.1 Failure or neglect by either Party at any time to enforce any of the provisions of these Conditions shall not be construed as, neither shall it be deemed to be, a waiver of the respective rights of that Party nor in any way affect the validity of the whole or any part of these Conditions nor prejudice that Partys rights to take subsequent action.
12 REMOVING TERMS FROM THE AGREEMENT
12.1 If any term in these Conditions is found to be invalid or unlawful or cannot be enforced, it will not apply. However, the rest of these Conditions will still be valid as far as the law allows.
13 ASSIGNING THE AGREEMENT
13.1 We are entitled to assign the agreement between you and us to a company which succeeds to our business or any part thereof as a result of us reorganising, reconstructing or merging our company.
13.2 Other than Our rights under 13.1, neither Party may assign the agreement between You and Us, or assign or sub-licence any of its rights or responsibilities under it, without getting the other’s written agreement.
13.3 This agreement is between You, Us and anyone who continues the business of either Party or by assignment as above. No-one else has a right to enforce the agreement under the Contracts (Rights of Third Parties) Act 1999.
14 THE WHOLE AGREEMENT
14.1 These Conditions contain the whole of the agreement between the Parties in relation to the Service, and replaces any previous agreement.
14.2 Each Party acknowledges that in entering into an agreement, it is not relying on any other document, statement, warranty or understanding which is not set out in these Conditions.
14.3 These Conditions may not be altered except by the agreement in writing of one of Our Directors.
ARBITRATION
15.1 The parties to this Agreement will work together in good faith to resolve any dispute arising out of or in connection with this Agreement or for the breach thereof. In the event that any such disputes cannot be resolved between the parties they shall be finally settled by an arbiter mutually appointed by the parties or failing agreement as to such appointment appointed on the application of either party by the President of the Law Society of Scotland at the relevant time or his successor. The decision of said arbiter shall be binding on the parties. The arbiter shall have authority to award expenses in connection with the application to arbitration
OTHER TERMS
16.1 Subject to the arbitration provisions, any disputes which arise between the parties shall be decided in accordance with Scots Law and the parties hereby prorogate the non exclusive jurisdiction of the Court of Session and/or the Sheriff Court of Glasgow and Strathkelvin at Glasgow.
16.2 Nothing in this Agreement shall create a partnership or relationship of employer and employee or joint venture between the parties.