Terms & Conditions

HRX Terms and Conditions of BusinessApplication

These Terms and Conditions will apply to the purchase of access to the System, by you (the Customer or you) from HRX People Limited (registered number 13016400) with the email address hello@hrxpeople.com; telephone number 01157860705 (the Supplier or us or we).

  • These are the terms on which we provide access to the System to you as the Customer. By accessing any of the System, you agree to be bound by these Terms and Conditions. These Terms and Conditions supersede any previously issued terms and conditions of sale or purchase by either party.
  • Definitions and interpretation
    • In these Conditions the following definitions apply:
Business Day means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England.
Conditions means the Supplier’s terms and conditions of sale set out in this document.
Confidential Information means any commercial, financial or technical information, information relating to the System, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract.
Contract means the agreement between the Supplier and the Customer for the sale and access to the System incorporating these Conditions and the Order.
Customer means the person who accesses the System from the Supplier and whose details are set out in the Order.
Force Majeure means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay.
Intellectual Property Rights means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights.
Order means an order for access to the System placed by the Customer.
Price has the meaning given in clause 6.
Quotation means the quotation from the Supplier that details the Order.
System means the HRX People platform

 

  • Customer Warranties
    • The Customer warrants that all information that they provide to the Supplier is accurate and agrees that the Supplier may use such information in supplying access to the System.
    • Where the Customer is also a Partner, the Customer warrants that it has the full permission of any Partner Client to use its Data and make arrangements for the Partner Client to access the System and to commit the Partner Client to payment of the Price. In the event that the Partner Client does not pay the Price in accordance with clause 6 below, the Partner warrants that it will pay in accordance with the terms of the Partner Agreement.
  • Basis of Sale
    • The description of the System in the Supplier’s website, catalogues, brochures or other form of advertisement do not constitute a contractual offer to sell access to the System.
    • When an Order has been made, the Supplier can reject it for any reason, although the Supplier will try to inform the Customer of the reason without delay.
    • A Contract will be formed between the Parties when the Customer places an Order by following a dedicated sign-up link sent by the Supplier.
    • No variation of the Contract, other than one that concerns updates to the System, changes to the specification of the System or alterations to the Price, can be made after it has been entered unless the variation is agreed by the Customer and the Supplier in writing.
    • The Supplier reserves the right to make any updates to the System without prior notification to the Customer.
    • Any changes to the specification of the System or Price will be notified to the Customer by the Supplier in writing, at least 30 days before any such changes take effect.
  • Price
    • The Price for the System is calculated automatically based on the number of employees signed up to the System and / or is included in the Quotation.
    • Prices and charges exclude VAT which will be added at the appropriate rate.
  • Payment

6.1       The Customer shall pay all charges (unless the Customer opts to only take the one month free trial and then cancels its access);

  • in full without deduction or set-off, automatically monthly with the first payment being taken on the date of the one month anniversary of the Order being placed ; and
  • by credit card by using the Stripe payment link on the Supplier’s website.
  • If the Customer fails to make payments as described in clause 6.1. above, the Supplier will contact the Customer to arrange for payment to be taken. If the Customer fails to make payments in accordance with these Conditions, the Supplier will put the Customer’s access to the System on hold until payment is received.
  • Time for payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
    • the Supplier may charge interest, without limiting its other rights, and
    • interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment, and
    • for a debt less than £1,000, the sum of £40; or
    • for a debt of £1,000 or more, but less than £10,000, the sum of £70; or
    • for a debt of £10,000 or more, the sum of £100.
  • Performance
    • Time for performance of the Services is not of the essence. The Supplier shall use its reasonable endeavours to meet estimated dates for performance, but any such dates are approximate only.
    • In the event of a problem with the System, the Customer should contact the Supplier who will endeavour to provide user support and / or technical fixes as soon as is reasonably practical, taking into account the severity of the problem(s) encountered by the Customer.
    • This Contract exists in relation to the supply of the System and the provision of user and technical support that is reasonable in the opinion of the Supplier. If the Customer requires additional training and / or support in the use of the System, this can be provided at an additional charge by the Supplier.
  • Refunds, Cancellations and Complaints
    • Refunds will be supplied at the Supplier’s discretion.
    • The Customer is entitled to cancel their Contract with the Supplier at any time by giving 30 days’ notice. Such cancellation should be done online through the System.
    • The Supplier will attempt to deal with any complaints swiftly and in a professional manner.
  • Supplier Warranties
    • The Supplier warrants that the System shall be supplied accordance with all relevant, full and accurate information provided by the Customer and on the basis of the Supplier’s expertise and capabilities.
    • The Supplier does not warrant that the System will be entirely free from material defects in design but will seek to remedy any technical issues as soon as is reasonably practical.
  • Liability
    • The Supplier will maintain Public Liability Insurance.
    • The Supplier shall not be liable for any consequential, indirect or special losses.
    • The Supplier shall not be liable for any of the following (whether direct or indirect):
      • loss of profit;
      • loss or corruption of data;
      • loss of use or disruption to service;
      • loss of production;
      • loss of contract;
      • loss of opportunity;
      • loss of savings, discount or rebate (whether actual or anticipated);
      • harm to reputation or loss of goodwill.
    • The limitations of liability set out in in this Contract shall not apply in respect of any indemnities given by either party.
    • Notwithstanding any other provision, the liability of the parties shall not be limited in any way in respect of the following:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation;
      • any other losses which cannot be excluded or limited by applicable law;
      • any losses caused by wilful misconduct.
    • Intellectual Property Rights
      • The Supplier will retain all Intellectual Property Rights in respect of the System and its trademarks.
      • The Customer will retain all Intellectual Property Rights in the contents of any database entries made onto the System.
    • Confidentiality and Privacy
      • The Supplier agrees to respect the Customer’s privacy and comply with the UK General Data Protection Regulation, tailored by the Data Protection Act 2018 with regard to personal information of its employees, including, but not limited to:
        • All data will be stored securely in the UK and / or the EU;
        • Data will be retained whilst the Contract between the Supplier and the Customer is in existence and for 30 days thereafter. At this point all information held on the System will be destroyed.
        • any personal data that the System transmits to a client or other platforms will be encrypted using Transport Layer Security (TLS), specifically HTTPS using a secure connection.
        • All Customer data and documents are backed up with the backups stored exclusively in encrypted form. Regular restore tests are carried out to ensure that the backups have been stored properly and can be restored if necessary.
        • The Customer is and remains the owner and controller of the data. In particular, this means that the Customer is responsible for respecting the rights of data subjects. The Supplier is the order processor and in this capacity processes data exclusively at the Customer’s instruction.
        • Staff at the data centres do not have access to stored data. HRX employees will only access the Customer’s system when necessary to provide user support and / or technical fixes.
      • The Supplier will use Stripe for all payments and will not retain any credit card information. Any information supplied to Stripe will be processed by them in accordance with the Privacy Policy which can be found at https://stripe.com/gb/privacy
    • Termination
      • The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:
        • the Customer commits a material breach of the Contract and such breach is not remediable;
        • the Customer commits a material breach of the Contract which is not remedied within 14 Business Days of receiving written notice of such breach;
        • the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 30 days after the date that the Supplier has given notification to the Customer that the payment is overdue; or
        • any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
      • The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
        • stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
        • is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
        • becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
        • has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
        • has a resolution passed for its winding up;
        • has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
        • is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
        • has a freezing order made against it;
        • is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
        • is subject to any events or circumstances analogous to those in clauses 13.2.1 to 13.2.9 in any jurisdiction;
        • takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 13.2.1 to 13.2.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
      • The Supplier may terminate the Contract at any time by giving not less than four weeks’ notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.
      • If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 13, it shall immediately notify the Supplier in writing.
      • Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
    • Notices
      • Any notice given by a party under these Conditions shall:
        • be in writing and in English;
        • be signed by, or on behalf of, the party giving it; and
        • be sent to the relevant party at the address set out in the Contract.
      • Notices may be given, and are deemed received:

14.2.1 by hand: on receipt of a signature at the time of delivery;

14.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting; and

14.2.3 by email on receipt of a delivered acknowledgement.

  • Entire agreement
    • The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
    • Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
    • Nothing in these Conditions purports to limit or exclude any liability for fraud.
  • Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and is duly signed by, or on behalf of, the Supplier.

  • Severance

If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

  • Waiver
    • No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
    • No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
    • A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.
  • Conflicts within contract

If there is a conflict between the terms contained in these Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of these Conditions shall prevail.

  • Governing law

The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.

  • Jurisdiction

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).

 

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