By clicking the “Accept” button you, the User, agree to these terms and conditions for the Inner Circle Subscription Service. By completing and submitting the Order Form (as defined in the terms and conditions) you make an offer to us for the Services, which, if accepted by us, will constitute a binding contract.
terms and conditions
In these Conditions, unless the context otherwise requires:
means the contract formed by the acceptance of the Order Form (subject to these Conditions) by the Provider;
2 Subscription Charge
means the subscription charge for the Service set out in the Order Form as the same may be varied in accordance with condition 4.6;
3 Business Day
means a day other than Saturday, Sunday and public holidays;
4 Commencement Date
means the date specified as the commencement date on the Order Form;
means these terms and conditions as amended from time to time by the Provider;
means the information submitted by the User to the Provider;
means the Inner Circle Human Resources documents and library and any supplemental help documents/user guides;
8 Force Majeure Event
means an event or sequence of events beyond a Party’s reasonable control preventing or delaying it from performing its obligations under these Conditions, but inability to pay is not a Force Majeure Event;
9 Good Industry Practice
means the exercise of that degree of care and skill which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances;
10 Initial Period
means the initial period of the first 30 days trial without charge;
11 Intellectual Property Rights
means copyright, patents, know-how, trade secrets, trade marks, trade names, design right, get-up, database right, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case:
11.1 whether registered or not;
11.2 including any applications to protect or register such rights;
11.3 including all renewals and extensions of such rights or applications;
11.4 whether vested, contingent or future;
11.5 which the Provider owns is entitled to as licensee; and
11.6 wherever existing;
12 Named Users
means those persons who are named as users of the Service on behalf of the User and whose details are set out on the Order Form;
13 Operating Year
means a 12-month period from the Commencement Date of the Service or any anniversary of it in which the Provider operates the Service;
14 Order Form
means the order form for the Services to be completed and submitted by the User and which incorporates by reference these Conditions;
means either the Provider or the User and Parties means both the Provider and the User;
Sapience HR Ltd (registered number 09443687) whose registered office is at Trevissome Barn Trevissome Park Blackwater Truro Cornwall TR4 8UN;
17 Security Information
means the User and account identification codes or numbers and passwords as may be agreed from time to time between the Provider and the User;
means the provision of the Documentation for the Service via the Website;
means the Initial Period set out on the Order Form and any extension of that term;
means the customer identified on an Order Form submitted to the Provider by means of the Website for the provision of Services by the Provider to that customer;
means the Provider’s website which is located at URL:www.sapiencehr.co.uk;
1.1 unless the context otherwise requires:
1.1.1 each gender includes the others and the singular includes the plural and vice versa;
1.1.2 references to conditions are to conditions of these Conditions;
1.1.3 ‘including’ means including without limitation;
1.1.4 references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
1.1.5 condition headings do not affect their interpretation;
1.1.6 writing includes manuscript, telexes, facsimiles, emails, electronic communications delivered by the Services and other permanent forms;
2 Licence and Service
2.1 When the User completes and submits the Order Form it is making an offer to enter into an agreement subject to these conditions which only becomes a binding agreement upon: (i) confirmation of acceptance of the Order Form by the Provider; and (ii) (if payment in advance is selected) the User’s payment of the Subscription Charge pursuant to which the Provider grants to the User a non – exclusive, limited and non-transferable licence to use the Service and the Documentation via the Named Users only and in accordance with and subject to these Conditions.
2.2 The User shall use the Service and the Documentation for its internal human resources requirements in accordance with the terms of these Conditions.
2.3 The User may print reasonable proportions of the Documentation and may retain machine readable copies of the Documentation for a reasonable period of time after which time such Documentation should be deleted/destroyed unless it comprises signed documents or documents relevant to specific employee or human resources files.
2.4 The Provider may change the contents of the Documentation or cease to provide any part of the Documentation at any time without notice and the User should always use the Documentation directly from the Website to ensure that the User is using the most up to date version.
2.5 The Service and the Documentation are intended for reference purposes only and do not comprises legal advice and the User should ensure that it takes legal advice in relation to all employment legal issues.
This Agreement commences on the Commencement Date, and unless terminated earlier in accordance with the terms of these Conditions, remains in force for the Initial Period and will continue thereafter from month to month unless and until either party gives the other at least 30 days’ written notice of termination such notice to expire at the end of the Initial Period.
4 Fees and payment
4.1 In consideration of the Services, the User shall pay to the Provider the Subscription Charge monthly in arrears by PayPal, direct debit or any combination of advance payment and direct debit as may be agreed with the Provider.
4.2 If the Provider provides, at the request of the User, any advisory or other HR services separate to the Service, the User shall become liable to pay for such services at the Provider’s current rates for those services and subject to separate terms of business.
4.3 If any VAT is properly chargeable in respect of any supply made by the Provider under these Conditions, the User shall pay the amount of that VAT to the Provider against issue of a proper VAT invoice by the Provider.
4.4 Without limiting condition 4.1, each amount stated as payable by the User under this Agreement is exclusive of VAT (if any) and is to be construed as a reference to that amount plus any VAT in respect of it.
4.5 The Provider shall be entitled to suspend the provision of the Services for the duration of any period in which the payment of Fees is overdue and it shall not be obliged to repay any portion paid in advance for any period in which the Provider suspends the Service.
4.6 The Provider shall give to the User 30 days’ notice of any increase in the Fees. If the Fees are to increase by more than 5% then the User shall be entitled to terminate these Conditions on giving not less than fifteen (15) days’ prior written notice to the Provider to expire at the end of the Initial Period and thereafter on any anniversary of the end of the Initial Period.
4.7 Where sums due under this Agreement are not paid in full by the due date, the Provider may, without limiting its other rights, on such sums at a rate of 4 percentage points a year above the base rate of Barclays Bank Plc from time to time in force pro rata in arrears on the basis of a 365 day year.
4.8 Interest will:
4.8.1 accrue on a daily basis; and
4.8.2 apply from the due date for payment until actual payment in full, whether before or after judgment.
5 Undertakings by the User
5.1 The User undertakes in favour of the Provider as follows:
5.1.1 not to download, print, copy, duplicate or in any way reproduce the Documentation or create a library of the Documentation on a PC or other electronic platform, media or storage device nor knowingly to permit the same in anyway other than in accordance with the provisions of clauses 2.1 to 2.3;
5.1.2 not to disclose the Documentation or other manuals and documents nor make them available to any third party other than in accordance with the terms of the Licence;
5.1.3 not to permit anybody other than the Named Users to access the Service and to effect and maintain reasonable security measures to safeguard the Security Information from access or use by any third party or unauthorised employees of the User;
5.1.4 to notify the Provider promptly of any unauthorised disclosure, use or copying of the Security Information or Documentation or other manuals and documents provided by the Provider in connection with the Service, of which the User has notice;
5.1.5 not to remove, suppress or modify in any way any proprietary markings including any trade mark or copyright notice on the Website;
5.1.6 to be solely responsible for providing and maintaining all computer equipment and software and telecommunications connectivity necessary for the User to access the Service;
5.1.7 not to re-sell, re-market or otherwise commercially exploit or distribute any portion of the Service or the Documentation or offer the Service or Documentation to others;
5.1.8 to be solely responsible for any Data submitted by the User to the Database or to the Provider in connection with the Service;
5.1.9 to be responsible for and at its own cost:
(1.9.a) obtain and maintain all necessary permissions, consents and licences to enable it to use the Service in the countries in which the User accesses the Service;
(1.9.b) comply with all applicable conventions and codes of practice and all applicable laws, regulations, and other similar forms of legislation in all relevant jurisdictions that may relate to the User’s use and access of the Service;
5.1.10 to take all necessary precautions to ensure that Data supplied to the Database is:
(1.10.a) accurate; and
(1.10.b) is free from viruses by scanning the Data in accordance with Good Industry Practice.
5.2 The User shall, at its own cost, be responsible for obtaining (or obtaining relief from any requirements for) all regulatory approvals which User is required to obtain.
6 Intellectual Property Rights
6.1 The User acknowledges and agrees that all Intellectual Property Rights in the Service including the Documentation and all related manuals and materials as between the Provider and the User are and shall at all times remain the property of the Provider or its licensors. No rights to or property in the Service shall pass to the User other than pursuant to the licence granted under clause 3.3. No right to modify, adapt or create derivative works from the Service or any part of it is granted to the User.
6.2 If any action or proceeding is brought against the User in respect of any alleged infringement of any Intellectual Property Right in respect of the Service by a third party, or against the Provider in respect of any alleged infringement or any Intellectual Property Right in respect of the Documentation (an IPR Claim) then:
6.2.1 the User shall make no verbal or written admission relating to the IPR and notify the Provider in writing of any such allegation or claim within five Business Days after becoming aware of the same; and
6.2.2 the Provider (or any person nominated by it) shall at its own expense be entitled to conduct and/or settle all negotiations and litigation so arising and the User shall at the Provider’s expense give to the Provider (or any person nominated by it) such reasonable assistance in connection therewith as the Provider may request.
6.3 In the event of any claim or allegation in respect of breach of any Intellectual Property Rights being made in respect of the Service or the Documentation, the Provider may:
6.3.1 obtain the right for the User to continue using the Service in the manner permitted under these Conditions; or
6.3.2 modify the Service so as to avoid the alleged infringement provided that such modification shall not, materially detract from the overall performance of the Service;
Whilst the Provider shall use its reasonable endeavours to maintain uptime of the Website and availability of the Service the Provider does not guarantee 100% availability of the Service or the Website and further the Provider will not be liable for any deficiency in the Service attributable to operator error, deficiencies or errors relating to any third party component not provided by the Provider or the User’s internet connection via which it is necessary to access the Service. The User acknowledges that the Website and the Services may be unavailable due to unforeseen downtime or scheduled maintenance and that the User is solely responsible for checking and maintaining its internet connectivity and IT systems are compatible with and suitable for using the Service.
8 Data processing
8.1 The User will provide the Provider with the Data and such instructions and other information as the Provider reasonably needs to perform the Services.
8.2 The Provider will:
8.2.1 process the Data and other information supplied by the User solely to provide the Services under these Conditions and in accordance with the User’s lawful and reasonable written instructions;
8.2.2 comply with its obligations under data protection legislation concerning the implementation of appropriate organisation and technical security measures to safeguard the Data;
8.2.3 not disclose the Data or other information supplied by the User to any third party other than to a sub-contractor for the provision of IT services/facilities or payment agent to which the User consents or on the User’s written instructions or as required by law;
9 Limitation of Liability and Indemnity
9.1 The following provisions set out the entire financial liability of the Provider (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the User in respect of:
9.1.1 any breach of this Agreement; and
9.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Agreement.
9.2 All warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law, excluded from this Agreement no warranty as to the accuracy or completeness of the Documentation is given and the User acknowledges that the User is using the Service and the Documentation at its own risk.
9.3 Nothing in this Agreement excludes or limits the liability of the Provider for death or personal injury caused by the Provider’s negligence or fraudulent misrepresentation.
9.4 Subject to conditions 9.2 and 9.3:
9.4.1 the Provider shall not be liable to the User for any indirect, special or consequential loss or damage, any loss of profits, turnover, data, business opportunities, anticipated savings or damage to goodwill (whether direct or indirect) costs, expenses or other claims for consequential compensation whatsoever (however caused) which arise out of or in connection with this Agreement; and
9.4.2 The Provider’s liability to the User in respect of all other claims, losses or damages, whether arising from contract, tort (including negligence), breach of statutory duty or otherwise under or in connection with these Conditions arising in any Operating Year (where, for a series of connected claims, the Operating Year in question shall be the Operating Year of the first event giving rise to a claim), shall in no event exceed the aggregate of all Fees paid by the User in that period.
9.5 The User shall be liable for and will indemnify and keep indemnified in full and hold harmless the Provider from and against any and all losses, damages, liability, costs (including legal fees) and other expenses of any nature whatsoever incurred or suffered by the Provider arising out of any dispute or contractual, tortuous or other claims or proceedings brought against the Provider or any other loss suffered by the Provider arising out of or in connection with this Agreement or any breach of this Agreement.
10.1 Without prejudice to its other rights and remedies either Party may, by written notice to the other (the Breaching Party), terminate these Conditions, with immediate effect, upon or at any time following the occurrence of one or more of the following events:
10.1.1 the Breaching Party is in material or persistent breach of any of its obligations under these Conditions and either that breach is incapable of remedy, or the Breaching Party has failed to remedy that breach within 20 Business Days after receiving written notice requiring it to remedy that breach; or
10.1.2 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction.
10.2 The Provider may terminate the Agreement if there is any change of ownership, directorship or general operational control in the User.
10.3 Notwithstanding the termination of the Agreement, the User shall remain liable to pay to the Provider all sums accrued due on or prior to the date of termination.
10.4 Immediately after termination of the Agreement, howsoever occurring, the User must cease to use all Documentation (save for any Documentation that has been signed by employees or any other Documentation that is in use by its employees provided that the Provider shall have not liability whatsoever in relation to such ongoing use and the User shall continue to be bound by the provisions of clause 5 of this Agreement) and destroy or delete any copies of the Documentation and upon request certify in writing to the Provider that all actions required under this sub-condition have been duly carried out.
11.1 Each Party shall keep confidential all information of the other party relating to the Database, the contents of these Conditions, or the business of the other Party. For the purposes of this condition, any Data provided by the User to the Provider shall be deemed to be confidential information of the User and shall not be disclosed save as contemplated by these Conditions and the provisions of the Service. The provisions of this condition shall not apply to:
11.1.1 any information which was in the public domain at the Commencement Date;
11.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of these Conditions;
11.1.3 any disclosure required by law or a Competent Authority or otherwise by the provisions of these Conditions; or
11.1.4 any Data which a User designates as public information.
11.2 The foregoing confidentiality obligations shall remain in full force and effect notwithstanding the expiry or earlier termination of the Agreement.
12 Force Majeure
12.1 A Party will not be liable if delayed in or prevented from performing its obligations under these Conditions due to a Force Majeure Event, provided that it:
12.1.1 promptly notifies the other of the Force Majeure Event and its expected duration, and
12.1.2 uses reasonable endeavours to minimise the effects of that event.
12.2 If, due to a Force Majeure Event, a Party:
12.2.1 is unable to perform a material obligation, or
12.2.2 is delayed in or prevented from performing its obligations for a continuous period of more than 30 Business Days,
the Parties will, within 20 Business Days, renegotiate these Conditions to achieve, as near as possible, its original commercial intent.
13.1 Compliance with law
Each Party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under these Conditions, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither Party shall be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other Party or its employees, agents and representatives.
The Parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
13.3.1 The Provider may sub-contract the performance of any or all of its duties and obligations under these Conditions as it shall in its absolute discretion consider necessary or expedient.
13.3.2 Neither the Provider nor the User shall be entitled to assign the benefit of this Agreement to a third party.
The Provider may vary Conditions by one month’s prior notice to the User, either directly or by means of a notice within the Service by any log-in banner or similar prominent means.
The unenforceability of any part of these Conditions will not affect the enforceability of any other part.
Failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of these Conditions shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of these Conditions.
13.7.1 Notices under these Conditions will be in writing and sent to the person and address notified by the parties from time to time:
(7.1.a) by first-class post: two Business Days after posting;
(7.1.b) by hand: on delivery;
(7.1.c) by facsimile: on receipt of a successful transmission report from the correct number,
(7.1.d) by e-mail: 24 hours from delivery if no notice of delivery failure is received;
13.8 Equitable relief
Each Party recognises that its breach or threatened breach of these Conditions may cause the other irreparable harm, and that the other may therefore be entitled to injunctive or other equitable relief.
13.9 Rights of third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Conditions are not intended to and do not give any person who is not a party to them any right to enforce any of the provisions. However, this does not affect any right or remedy of such a person that exists or is available apart from that Act.
14 Entire Agreement
14.1 These Conditions and the Order Form constitutes the entire Agreement and understanding between the Parties in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous Agreement between the Parties in relation to such matters.
14.2 Each of the Parties acknowledges and agrees that in entering into the Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in these Conditions and any document referred to in them. The only remedy available to either Party in respect of any such statements, representation, warranty or understanding shall be for breach of contract under the terms of these Conditions.
15 Governing Law
15.1 These Conditions and any Agreement are governed by the law of England and Wales and each of the parties submit to the exclusive jurisdiction of the Courts of England and Wales.