Terms & Conditions

HR101 LTD STANDARD TERMS AND CONDITIONS FOR SUPPLY OF SERVICES.

1 DEFINITIONS

In this document the following words shall have the following meanings;
1.1. “Agreement” means these Terms and Conditions together with the terms of any applicable Specification Document.
1.2. “Client” means the organisation or person who purchases Services from the Company;
1.3 “Company Materials” means all materials, equipment, documents and other property of the Company used by the Company, its employees, agents or subcontractors at the Client’s premises including, but not limited to, laptops, iPads or telephones;
1.4 “Company Tools and Methodologies” means all methodologies, software, software development tools, testing tools, methods, processes, templates, reports, policies concepts and techniques and other materials (including any enhancements thereto) owned by or licensed to the Company and used by the Company in the provision of Services;
1.4 “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
1.4 “Order” means the Client’s order for Services as set out Client’s written acceptance of the Specification Document, however made (including via the Company’s website):
1.5. “Services” means the services supplied by the Company to the Client as set out in the Specification Document:
1.6 “Specification Document” means a statement of work, quotation or other similar document describing the services to be provided by the Company; and
1.7. “Company” means HR101 Limited. whose registered office is 311F The Big Peg, Vyse St, Birmingham B18 6NF. Company registration No. 08775407.

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the supply of Services by the Company to the Client.
2.2 Before the commencement of the Services the Company shall submit to the Client a Specification Document which shall specify the Services to be supplied and the price payable. The Specification Document does not constitute an offer. The Order constitutes an offer by the Client to purchase Services in accordance with the Specification Document and these Terms and Conditions.
2.3 The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order at which point and on which date the Agreement shall come into existence. For the purposes of this clause 2.3, “written” includes by email. 2.4 The Agreement constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Agreement.
2.5 These terms and conditions apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.7 The Company shall use all reasonable endeavours to complete the Services within estimated time frames but time shall not be of the essence in the performance of any Services.

3 PRICE AND PAYMENT

3.1 The price for the supply of Services is as set out in the Specification Document. The Company shall invoice the Client unless otherwise stated in the Specification Document or unless Services are signed up to online, in which case payment will be made by the Client in advance.
3.2 Invoiced amounts shall be due and payable on receipt of invoice or as detailed in the Specification Document. The
Company shall be entitled to charge interest and collection fee on overdue invoices in line with the Late Payment of
Commercial Debts (Interest) Act 1998 from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England. In the event that the Client’s procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing such purchase order before Services are supplied.
3.3 The Client agrees to reimburse the company all legal costs incurred by the company in connection with any legal proceedings taken by the company against the client to recover sums outstanding under this agreement.
3.4 All invoices submitted by the company shall be treated as agreed unless the client notifies the company of any discrepancies within 4 days of the date of the invoice.
3.5 All charges under this agreement shall be subjected to VAT at the prevailing rate.
3.6 The company will, at its discretion, assign each client a credit limit. In the event the aggregate value outstanding from the client exceeds this limit, the company reserve the right to request payment on account to bring the value outstanding under the assigned credit limit or terminate the service forthwith.

4 SPECIFICATION OF THE SERVICES

The Company shall use reasonable endeavours to ensure that all Services conform to the specification in the Specification Document in all material respects. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Company and no representation written or oral, correspondence or statement shall form part of the contract.

5 DELIVERY

5.1 The date of delivery specified by the Company is an estimate only. Time for delivery shall not be of the essence of the contract and the Company shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the service.

6 CLIENT’S OBLIGATIONS

6.1 To enable the Company to perform its obligations under this Agreement the Client shall:
6.1.1 undertake to provide the Company all information and co-operation the company reasonably requires to enable the company to perform and observe its obligations under this agreement; 6.1.2 ensure that the terms of the Order are complete and accurate;
6.1.3 co-operate with the Company in all matters relating to the Services;
6.1.4 provide the Company its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company;
6.1.5 provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; 6.1.6 where necessary. prepare the Client’s premises for the supply of the Services; and
6.1.7 obtain and maintain any and all necessary licences, permissions and consents which may be required before the date on which the Services are to start.
6.2 The Client shall be liable to compensate the Company for any expenses incurred by the Company as a result of the Client’s failure to comply with Clause 6.1.
6.3 The Client’s rights with regard to the cancellation of the Services shall be set out in the Specification Document.
6.4 In the event that the Client or any third party, not being a sub-contractor of the Company, shall omit or commit anything which prevents or delays the Company from undertaking or complying with any of its obligations under this Agreement, then the Company shall notify the Client as soon as possible and:
6.4.1 the Company shall have no liability in respect of any delay to the completion of any project: 6.4.2 the Client shall be liable to pay the full amount of the price of the agreed project; 6.4.2 if applicable, the timetable for the project will be modified accordingly:
6.4.3 the Company shall notify the Client at the same time if it intends to make any claim for additional costs.
6.5 Subject to Clause 6.4, in the event that the Company fails to fulfill its obligations under the Agreement, the Company shall invoice the Client based on the Company’s hourly rates (as notified to the Client from time to time) for Services actually provided. The Client shall not be liable to pay for any Services which are not provided.

7 ALTERATIONS TO THE SPECIFICATION DOCUMENT

7.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed services and price and any other terms agreed between the parties.
7.2 Where the Client gives written notice to the Company requesting any alterations on terms different to those already agreed between the parties, the Company shall, within 7 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Client by notice in writing whether or not it wishes the alterations to proceed.
7.3 Where the Company gives written notice to the Client in accordance with clause 7.2 agreeing to perform alterations on terms different to those already agreed between the parties, the Specification Document shall be amended to reflect such alterations and thereafter the Company shall perform this Agreement upon the basis of such amended terms.

8 INDEMNIFICATION

The Client shall indemnify the Company against all claims, costs and expenses which the Company may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against the Company alleging that any Services provided by the Company in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.

9 LIMITATION OF LIABILITY

9.1 Nothing in these terms and conditions shall limit or exclude the Company’s liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 9.1.2 fraud or fraudulent misrepresentation; or
9.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2 Subject to clause 9.1:
9.2.1 the Company shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement (even where such a loss was reasonably foreseeable or the Company had been made aware of the possibility of the Client incurring such a loss); and
9.2.2 the Company’s total liability to the Client in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £2,000,000.
9.3 This Clause 9 shall survive termination of the Agreement.

10 TERMINATION

10.1 Either party may terminate this Agreement forthwith by notice in writing to the other if:
10.1.1 the other party commits a material breach of this Agreement and, in the case of a breach of being remedied, fails to remedy it within 3 (three) months of being given written notice from the other party to do so, whereupon the Client shall immediately pay to the Company any arrears of payments due to the Company and all further sums which would but for determination (other than determination by notice) have fallen due:
10.1.2 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect:
10.1.3 the other party ceases to carry on its business or substantially the whole of its business; or
10.1.4 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
10.2 The Company shall have the right, without prejudice to its other rights and remedies, to terminate the Agreement for convenience and without cause by providing the Client with thirty (30) days’ written notice to such effect.

11 INTELLECTUAL PROPERTY RIGHTS

11.1 All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Company, and the Client shall do all that is reasonably necessary to ensure that such rights vest in the Company by the execution of appropriate instruments or the making of agreements with third parties.
11.2 All Intellectual Property Rights in and to the Company Tools and Methodologies vest in and shall remain vested in the Company and where any of such Company Tools and Methodologies are required by the Client to make effective use of any of the Services, the Company shall grant to the Client a non-exclusive, perpetual, royalty-free and fully paid up licence to use such Company Tools and Methodologies for its internal business purposes.
11.3 All Company Materials are the exclusive property of the Company.

12 CONFIDENTIALITY

A party (“receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (“disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Agreement. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 12 shall survive termination of the Agreement.

13 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events. This clause does not apply to the non-payment of fees by the Client.

14 INDEPENDENT CONTRACTORS

The Company and the Client are contractors independent of each other, and neither has the authority to bind the other to any third part or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Company may, in addition to its own employees, engage sub-contractors to provide all or part of the Services being provided to the Client and such engagement shall not relieve the Company of its obligations under this Agreement or any applicable Specification Document.

15 ASSIGNMENT

The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Company.

16 SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

17 WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

18 NOTICES

Any notice to be given by either party to the other shall be served by recorded delivery to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing and shall be deemed to have been served on receipt.

19 ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

20 NO THIRD PARTIES

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

21 GOVERNING LAW AND JURISDICTION

These terms and conditions shall be governed by and construed in all respects in accordance with the laws of England & Wales and both parties agree to be bound by the jurisdiction of the English Courts.