Terms and Conditions for an Annual Subscription
1. Definitions and interpretation
1.1 In these terms and
conditions (the ‘Terms’), unless the context otherwise requires, the following
definitions shall apply:
"Agreement" means these
Terms together with any fee invoice or Order Form in respect of the Online
Services (whether in paper form or online).
"Cancellation" means a
valid cancellation of this Agreement as provided for within these Terms.
the date from which a Purchaser subscribes to the Online Services.
Law Telephone Advice" means the employment law legal advice service
provided to Subscribers as further described within the 'Employment Law
Telephone Advice' section of these Terms.
“Fee” has the same
meaning as set out in the Order Form
Contract Period” means
the same as set out on the Order Form.
"Materials" means all
material and content which comprise the Online Services and any intellectual
property rights therein.
the secure online environment and Materials known as PrimeHR.
the document entitled PrimeHR Order Form whereby the Purchaser signifies their
agreement to this Agreement or, if the Purchaser has placed an order for the through
the PrimeHR website, the confirmation email sent to the Purchaser immediately
after the Purchaser placing an order.
information relating to an identified or identifiable natural person ('data
subject') as defined by article 4(1) of the GDPR provided to the Supplier by
the Member (or obtained by the Supplier in the course of providing the Online
"Purchaser" means the
person who pays the Fee in respect of a User’s access to the Online Services.
a period of time equal to the Initial Contract Period.
“Subscription” means a
subscription for the Online Services.
the term of the Subscription starting on the Commencement Date including the
Initial Contract Period and any Renewal Periods.
a period of 12 months starting on the Commencement Date or the anniversary
"Supplier" means PreciseHR
Limited, a company incorporated in England and Wales (with registered number 08953404)
whose registered office is at 20-22 Wenlock Road, London, England, N1 7GU
any person other than a User.
"We", or "Our" means the Supplier. “You” means
the Purchaser or the User as the context requires.
1.2 In these
Terms, reference to any gender includes a reference to all other genders,
reference to the singular shall include the plural and vice versa, and
reference to persons includes bodies corporate, unincorporated associations and
partnerships and any reference to any party who is an individual is also deemed
to include their respective legal personal representatives.
1.3 These Terms
1.4 We recommend
that you print a copy of these terms or save a copy to your computer for future
1.5 A reference
to legislation is a reference to that legislation as amended, extended,
re-enacted or consolidated from time to time.
2. Fee and Payment
consideration for the use of PrimeHR by the Supplier, the Purchaser shall pay
the Fee to the Supplier for the Initial Contract period and pay a further Fee
to the Supplier for each and every Renewal Period.
2.2 The Fee,
subject to Cancellation, shall become due and payable on the date that the
Purchaser purchases the Subscription subject to any payments by instalment as
set out in the Order Form.
are to make payment at the point of purchase or by instalments as agreed on the
Order Form by direct debit. An invoice will be issued to the Purchaser
retrospectively. Where payment is not received either in full or in breach of
the agreed instalment option, the Supplier reserves the right to suspend the
User’s access to the Online Services until such time as payment is received.
3.1 A Purchaser
may cancel this Agreement within 7 calendar days of the Commencement Date (the
“Cooling-Off Period”) and, subject to clause 3.3, shall receive a full refund
of any sums paid.
must be made by written notice in accordance with the provisions of these
3.3 A Purchaser
who wishes to cancel a Subscription after the Cooling-Off Period has expired
should note that no refund shall be made and any sums outstanding shall remain
due and payable to the Supplier. Following Cancellation in such circumstances,
the Subscription shall terminate with immediate effect and no further access to
the Online Services will be possible
4. Employment Law
Law Telephone Advice is provided by the Supplier, a service which allows Users
to obtain free advice on all aspects of UK employment law regarding specific
situations they face at work, including dismissal, discrimination, redundancy,
collective labour law, contractual issues and new and impending legislation.
Use of the Employment Law Telephone Advice is subject to terms and conditions
imposed by the Supplier from time to time. The Employment Law Telephone advice
service also allows User to access a Health and Safety telephone advice line,
Commercial Legal telephone advice line and Tax telephone advice line (“the
Supplemental Advice Lines”) which are subject to the same restrictions and
terms as the Employment Law Telephone Advice Line unless otherwise specifically
Law Telephone Advice:
allows Users to obtain a quick check or second opinion on legal issues;
provides telephone assistance only - no letters, faxes or emails will be
considered or responded to;
allows Users to make a call of up to a reasonable duration. (Callers with
lengthy or complex enquiries will be advised to appoint their own solicitors);
record telephone calls for training and monitoring purposes.
Law Telephone Advice does not:
offer in-depth help on complex issues;
provide follow up or ongoing advice on a particular situation;
provide information for third parties - clients, colleagues, family or friends;
take the place of your own or your employer's solicitor.
Law Telephone Advice telephone Lines are open 00:00-23:59 Monday to Sunday (the
Supplemental Advice Lines are open 09:00 to 17:00 Monday to Friday (excluding
Law Telephone Advice is subject to a fair usage policy as follows:
Users may make up to twenty four (24) calls to Employment Law Telephone Advice
free of change each Subscription Year;
(b) Calls in excess of the allowance stated in clause 4.5(a) may be made to
Employment Law Telephone Advice, but these will be charged at the applicable
rate as shall be notified to the caller at the point of sale.
4.6 Users will
be asked for their Company name as proof of purchase when they contact the
Employment Law Telephone Advice.
5. Password and Security
5.1 The username
and password assigned by the Supplier allowing access to the Online Services is
for the sole use of the User named by the Purchaser at the Commencement Date.
5.2 The User is
responsible for the security of the password.
5.3 If the
Supplier reasonably suspects that the password is being used by an Unauthorised
Person, the Subscription may be withdrawn at the sole discretion of the
5.4 The User
shall use all reasonable endeavours to ensure the Online Services are not be
accessed by any Unauthorised Person and in the event that he suspects such
unauthorised use, shall notify the Supplier immediately.
5.5 The User
shall use all reasonable endeavours to ensure that Materials downloaded and
stored are kept secure and that third parties are prevented from duplicating
and reproducing such Materials in whole or in part, other than for the purposes
permitted under these Terms.
5.6 The User
accepts sole responsibility for the use of the Online Services via his password
and shall hold the Supplier harmless and indemnified against any claim,
damages, costs, losses and/or liability arising from any Unauthorised Person's
use of the Online Services via his password.
6.1 We declare
and you acknowledge that all implied warranties and conditions are hereby
excluded to the maximum extent permitted by law, and the only warranties that
we give are set out in this clause 6.
6.2 We are a
provider of practical HR and Learning and Development materials and resources.
We do not accept any responsibility for action taken as a result of information
provided by us.
6.3 While the
Supplier will make all reasonable efforts to keep the Materials up-to-date, the
Online Services are for reference purposes only and should not be substituted
for professional or legal advice. We reserve the right to amend all or any part
of the Online Services at our discretion.
6.4 We provide
access to the Online Services and Materials on an "as is" basis only
and do not warrant that the Online Services and Materials are complete,
accurate, definitive, sufficient and/or appropriate to particular
6.5 The Supplier
hereby expressly disclaims any liability for the consequences of any advice
given to a User arising from his use of the Employment Law Telephone Advice
6.6 In providing
the Online Services, we warrant that we do not infringe any intellectual
property rights of a third party and that we have all the necessary rights to
enter into this Agreement.
acknowledges that the Online Services may experience interruptions, delays or
loss of data. The Supplier shall make all reasonable efforts to reinstate the
Online Services in the event of any such interruption or delay.
7.1 This clause
8 sets out our entire financial liability (including any liability for the acts
or omissions of our employees, agents, contributors, consultants and
sub-contractors) to you in respect of:
any breach of this Agreement;
any use made by you of the Online Services and/or the Materials or any part of
any representation, statement or tortious act or omission (whether negligent or
otherwise) arising under or in connection with this Agreement.
7.2 Except as
expressly and specifically provided in this Agreement:
You assume sole responsibility for results obtained from the use of the Online
Services, and for conclusions drawn from such use. We exclude all liability for
any damage caused by errors or omissions in any information, instructions or
scripts provided by you based on information obtained from the Online Services,
or any actions taken by us at your direction; and
all warranties, conditions and other terms implied by statute or common law
are, to the fullest extent permitted by law, excluded from this Agreement.
7.3 Nothing in
this Agreement excludes our liability for death or personal injury caused by
our negligence; or for fraud or fraudulent misrepresentation.
7.4 Subject to
clauses 7.1, 7.2 and 7.3:
we shall not be liable for any direct or indirect loss of profits, loss of
business, depletion of goodwill or similar losses or pure economic loss, or for
any special, indirect or consequential loss costs, damages, charges or expenses
however arising; and
our total aggregate liability in contract, tort (including negligence or breach
of statutory duty), misrepresentation, restitution or otherwise, arising in
connection with the performance or contemplated performance of this Agreement
shall be limited to the price paid for the Online Services during the 12 months
preceding the date on which the claim arose. You hereby agree and acknowledge
that this limitation is reasonable.
7.5 For the
purposes of this clause 7, "our liability" includes that of any
company in our group and our/its (as the case may be) respective agents,
employees, contributors, consultants and sub-contractors, "you"
includes any other party claiming through you and "loss or damage"
includes any losses, damages, costs or expenses whatsoever or howsoever arising
in connection with the Online Services, whether under this Agreement or other
agreement or in consequence of any misrepresentation, misstatement or tortious
act or omission, including negligence.
7.6 We shall
have no liability to you under this Agreement arising from:
any event of force majeure as further set out in clause 10;
any error or omission in the Online Services or anything not included in the
any interruption or unavailability of supply of the Online Services or any
feature thereof which is outside of the Supplier reasonable control;
any misuse of the Online Services or Materials by a User; and
the content of the Materials.
Agreement may be terminated by either party on written notice if the other
party commits a material breach of its provisions that is either not capable of
remedy or (if it is capable of being remedied) has not been remedied within 15
days from receipt of a notice specifying the breach and requiring its remedy.
Purchaser may terminate this agreement by giving not less than 30 days written
notice, such notice to expire at the end of the Initial Period or any
subsequent Renewal Period, to the Supplier.
the provisions of clause 8.1 and 8.2, the Purchaser has the right to terminate
this Agreement without penalty in accordance with Clause 3.
9. Privacy of Data
9.1 We take the
privacy and the security of the information provided by you very seriously. All
information given to us is stored securely and is not accessible to other
users. We do not sell, transmit or license any such personal information to any
third party. We will use the information that we collect lawfully for the
purposes of fulfilling the Online Services in accordance with the GDPR.
9.2 In the event
that we assign, transfer or subcontract our obligations under this Agreement,
you acknowledge and agree that your Personal Data may be passed on to a third
party in order to continue provision of the Online Services.
9.3 Any Personal
Data about you collected by the Supplier may also be used for the following
to provide customer support and invoicing.
9.4 Please refer
to our Privacy
Policyfor further information on how we process
10. Force Majeure
shall not be liable in any way for loss, damage or expense arising directly or
indirectly from any failure or delay in performing any obligation under this
Agreement caused by an event of force majeure, being any circumstance beyond
our control including, but not limited to, war or other action of military
forces, terrorism, riot, civil commotion, sabotage, vandalism, accident,
break-down or damage to machinery or equipment, fire, flood, acts of God,
strike, lock-out or other industrial disputes (whether or not involving our
employees). We may in such circumstances suspend provision of the Online
Services or terminate this Agreement at our entire discretion.
11.1 We may at
any time assign, transfer, subcontract or deal in any other manner with all or
any of our rights or obligations under this Agreement.
11.2 We reserve
the right at any time to alter, amend, change, modify or withdraw any of the
features and benefits that comprise the Online Services. Your continued use of
the Online Services after notification of such change shall be deemed to
constitute acceptance by you of any such change or modification.
11.3 We reserve
all rights in any intellectual property, including copyright in the Materials
and this Agreement does not assign any intellectual property rights in the
Materials to the Purchaser or any User.
11.4 Any notice
served by you under this Agreement shall be effective only if delivered in
writing by first class post or by hand and received by us at the address stated
on the invoice relating to the Fee or such other address as may be notified
from time to time.
Agreement shall not constitute a relationship of principal and agent, partners
or employer and employee between you and us.
11.6 Your rights
and obligations under this Agreement may not be assigned or transferred to any
third party without our prior written consent.
specifically provided otherwise, rights arising under this Agreement are cumulative
and do not exclude rights provided by law.
11.8 If any
provision (or part of a provision) of this Agreement is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or
illegal, the other provisions shall remain in force.
11.9 If any
invalid, unenforceable or illegal provision would be valid, enforceable or
legal if some part of it were deleted, the provision shall apply with whatever
modification is necessary to give effect to the commercial intention of the
Agreement, the Fee invoice and any agreed written record or Order Form
identifying Users constitute the entire agreement and understanding of the
parties and supersede any previous agreement between the parties relating to
the subject matter of this Agreement. Each of the parties acknowledge and
agrees that in entering into this Agreement it does not rely on, and shall have
no remedy in respect of, any statement, representation, warranty or
understanding (whether negligently made or not) of any person (whether party to
this agreement or not) other than as expressly set out in this agreement. The
only remedy available to it the breach of the Agreement shall be for breach of
contract under the terms of this Agreement.
11.11 A person who
is not a party to this Agreement shall not have any rights under the Contracts
(Rights of Third Parties) Act 1999.
Agreement shall be governed by and construed in accordance with English law.
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 this Agreement.