Terms of Business
1.1. We aim to offer our clients quality HR advice with a personal service at a reasonable cost. We hope it is helpful to you to set out below the basis on which we provide our professional services.
1.2. HR4UK.com Limited (HR:4UK) is a limited company with company registration number 1804171 which operates from registered offices at 2nd Floor,Florence House, St Mary's Road, Hinckley, Leicestershire, LE10 1EQ.
1.3. It is your responsibility to keep us informed of any events that may change the nature of the services you may require from us.
1.4. The law governing any dispute arising from these Terms of Business shall be the law of England and shall be determined by English Courts.
1.5. Words and phrases defined in the Client Agreement, or any other document comprising the Agreement, shall have the same meaning in these Terms of Business unless otherwise specified.
2. Subscription Fees
2.1. The level of your monthly subscription fees are as agreed in the Proposal.
2.2. The level of subscription is based upon the services you have subscribed for in the Client Agreement and, in some cases, the number of locations or centres in the UK. The Fees are held for 12 months, irrespective of any change in employee numbers.
2.3. Any joining fee, if specified in the Proposal, is payable by credit/debit card or bank transfer prior to the commencement of any of the Services.
2.4. Fees are payable monthly in advance by direct debit unless otherwise stated on your Client Agreement. Two weeks’ prior to the payment falling due, an invoice shall be emailed to the main contact confirming the amount to be debited from your account and the date on which payment will be taken. Payments are taken on either the 1st or the 15th of each month.
2.5. In the event that you change the Service you subscribe to, the Fees shall change accordingly and shall become effective the month immediately following the change.
2.6. If any undisputed payment due under this Agreement is not received within 14 days of the due date, we reserve the right to either suspend or terminate our Services immediately, provided that we have given you at least 14 days’ prior written notice of our intention to suspend or terminate the Services and we have still not received the outstanding undisputed sums at the end of this 14-day period.
2.7. We can accept payment by debit or credit card but we reserve the right to charge a 2% handling fee.
2.8. If you dispute an invoice, you will notify us of the issue giving rise to the dispute and the parties shall seek to resolve the dispute in good faith. Until such time as the dispute is resolved: (a) you are entitled to withhold payment of such invoice; or (b) we may credit the invoice and re-issue an invoice for the undisputed amount.
2.9. We reserve the right to review the Fees on an annual basis, in line with the procedure set out in the Client Agreement.
3. Communication between you and us
3.1. We value all feedback concerning our services and conduct regular reviews to help us to improve our services.
3.2. In providing the Services, we shall only ever act solely in accordance with your instructions. This includes, but is not limited to, acting only on your instructions in respect of the hiring of staff, terminations of employment, and disciplinary or grievance hearings.
4. Hours of business
4.1. HR:4UK’s offices are open for business between 8:45am and 5:15pm Monday to Friday. We do not open our offices on a Bank Holiday.
4.2. In cases of an urgent nature that cannot wait until our offices re-open, we operate an out of hours’ service.
5. Complaint Handling Procedure
5.1 We are committed to providing a high standard of professional service. In providing the Services to you, we will at all times meet (a) the service standards, a copy of which has been provided to you, and (b)good industry practice.
5.2. We are confident that we will provide you with a high quality of service. However, if you have any queries or concerns in relation to the services we offer you, you must make this clear to the person who has been assisting you.
6.1 The parties acknowledge and agree that any transfer, disclosure, sharing or other processing of personal data shall be subject to the terms of a separate, legally binding data protection agreement between the Parties (“Data Processor Agreement”). The parties shall enter into such Data Processor Agreement prior to either party processing any personal data in connection with this Agreement.
6.2. We may wish to use references to you for similar service proposals to prospective clients of similar work. We will not make reference to you, or use your trademarks or tradenames for such purposes without your prior written consent.
6.3. Each party undertakes to keep the most stringent confidentiality regarding all information, data and documentation of the other party (including financial or business information) disclosed or made known to it in connection with this Agreement or its execution (“Confidential Information”), and to handle such Confidential Information in the same way as it would its own confidential information (which shall at least be a reasonable standard of care).
6.4. The Confidential Information disclosed by a party may neither (a) be used commercially by the other party (for purposes other than for the performance of this Agreement), or (b) be disclosed to any third party (either in an identical or a modified form), unless the prior written consent of the other party has been obtained.
6.5. This confidentiality obligation shall remain in force for the duration of five (5) years following termination of this Agreement. The parties shall impose corresponding obligations, no less onerous than those set out herein, upon their employees and any authorised subcontractors.
6.6. All information, data and documentation, plans, drafts, etc. which are in the possession of a party shall be returned by the latter upon request following termination of the Agreement.
6.7. The content of this Agreement is also to be treated as Confidential Information. This shall particularly apply to the commercial conditions. Such information may only be disclosed to such employees who are required to know it in order to execute this Agreement, and who are correspondingly obliged to confidentiality.
7.1. Save for damages arising in relation to death or personal injury caused by our negligence or for fraud, the aggregate liability of HR:4UK in respect of any and all claims made by you (under contract, tort, statute, negligence or otherwise) arising out of or in connection with this Agreement, shall not exceed £1,000,000 unless we expressly state a higher amount. All claims which are to be treated as a single claim for the purposes of our indemnity insurance are to be aggregated in applying that limit, apportioning the capped liability between the aggregated claims in a just and equitable manner.
7.2. Nothing in these Terms excludes or limits:
a) Any liability or claim that cannot be excluded under English law.
b) Any liability or claim that cannot be excluded under any relevant professional rule or regulation.
7.3. Unless otherwise agreed in writing with you, we shall effect and maintain in force with reputable insurers throughout the term of the Agreement at least the following insurance policies to cover its relevant potential liabilities and obligations under and in connection with this Agreement: (a) employers’ liability insurance with a limit of at least one million pounds sterling (£1,000,000) per annum per event or series of related events; and (b) professional indemnity insurance with a limit of at least one million pounds sterling (£1,000,000) per annum per event or series of related events. Upon your reasonable request, we shall provide you with all such documentation as is necessary to prove our continuing compliance with this clause 7.3.
8.1. You can terminate this Agreement at any time, for any reason, on giving not less than 3 months’ notice to us at firstname.lastname@example.org.
8.2. You may terminate this Agreement immediately on giving us notice to email@example.com in the event that (a) we commit a material breach of this Agreement, (b) you are instructed to terminate this Agreement, (c) we persistently breach the terms of this Agreement, or (d) we engage in any behaviour or activity that might bring or tend to bring you into disrepute.
8.3. Access to any systems provided as part of the Service will cease on termination save for where access is required to comply with 8.4 below.
8.4. On termination, each party shall immediately return to the other any Confidential Information (including, in the case of HR4:UK, all employee records and information created or received in connection with this Agreement) that it may have in its possession or under its control.
8.5 If either party ceases to trade, is declared insolvent or reaches an agreement with its creditors under any legislation currently in force in the UK, the subscription services shall terminate immediately.
9. Law and Jurisdiction
The relationship between you and HR:4UK and any matter arising out of or in connection with it will be governed by and construed in accordance with English law and the courts of England shall have exclusive jurisdiction
10. Professional rules and statutory obligations
We will observe and act in accordance with all laws, regulations and good industry practice guidelines applicable to the Services and will accept instructions to act for you on this basis. In particular, we will at all times act within the authority that you confer to us to speak to third parties on your behalf, from time to time. For example, any written authority that you give us to correct errors made by HMRC where we become aware of them.
11. Reliance on advice
We will endeavour to record all advice on important matters in writing.
12. Retention of papers
You have a legal responsibility to retain documents and records relevant to your payroll affairs. During the course of our work we may collect information from you and others relevant to your payroll records. Documents and records relevant to your payroll records are required by law to be retained for 3 years from the end of Tax year they relate to.
13. Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”)
In this clause 13, the following definitions shall apply:
- Employment Liabilities means all damages, losses, liabilities (including any redundancy payments or payments in lieu of notice), claims, actions, compensation, awards, costs, expenses (including the cost of legal or professional services on a full indemnity basis), proceedings, demands, penalties, fines including any liability to taxation and charges whether arising under statute, contract or at common law; and
- Replacement Provider means any business that is engaged by you as a direct replacement.
13.1 The parties agree that there is no intention or expectation that TUPE will apply on either the commencement of this Agreement or its termination, howsoever arising
13.2 Notwithstanding the provisions of clause 13.1, in the event that TUPE is considered to apply on the commencement of this Agreement, the parties shall comply with all aspects of TUPE and shall each indemnify the other in respect of any Employment Liabilities incurred in respect of any such transfer.
13.3 Notwithstanding the provisions of clause 13.1, in the event that TUPE is considered to apply on the termination of this Agreement, in whole or in part and howsoever arising, the parties shall:
- comply with all aspects of TUPE and shall each indemnify the other in respect of any Employment Liabilities incurred in respect of any such transfer; and
- comply with their respective obligations as contained in clauses 13.4 to 13.8 below.
13.4 You shall (or where appropriate, shall use your reasonable endeavours to ensure that any Replacement Provider shall) comply with the obligations under TUPE in order that we are able to comply with our legal obligations, including our obligation to inform and consult under TUPE.
13.5 We shall (and shall use our reasonable endeavours to ensure that each permitted sub-contractor shall) as soon as reasonably practicable and in any event within five (10) working days of receipt of a request (or a request for updated information) by you supply to you all information that is required to be provided to a transferee under Regulation 11 of TUPE (the “Information”).
13.6 We consent to you using the Information for your own costing purposes and disclosing the Information to prospective bidders for the provision of replacement services or similar services, strictly in accordance with clause 13.7.
13.7 The Information shall be anonymised or coded by us in such a way so as to prevent the disclosure of personal data. If the disclosure of personal data is unavoidable, you undertake that:
- you will only use the personal data for the purposes set out in clause 13.6;
- you will keep the personal data secure in accordance with applicable data protection legislation; and
- you will seek to obtain from prospective bidders, to whom the personal data may be disclosed, undertakings not to disclose such personal data; to only use the personal data for the purposes of preparing a bid; to keep the personal data secure; and to return or destroy the information constituting the personal data once a bid has been submitted or you make a decision not to proceed with a bid by the bidder giving the undertaking.
13.8 If at any time following the provision of the Information there is a material change to such Information or any part of it, we shall provide the new or revised Information to you within five (5) working days of the change.