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.

“Commencement Date” means the date from which a Purchaser subscribes to the Online Services.

"Employment 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

“Initial 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.

"Online Services" means the secure online environment and Materials known as PrimeHR.

“Order Form” means 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.

"Personal Data" means 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 Services).

"Purchaser" means the person who pays the Fee in respect of a User’s access to the Online Services.

“Renewal Period” means a period of time equal to the Initial Contract Period.

“Subscription” means a subscription for the Online Services.

"Subscription Period" means the term of the Subscription starting on the Commencement Date including the Initial Contract Period and any Renewal Periods.

"Subscription Year" means a period of 12 months starting on the Commencement Date or the anniversary thereof.

"Supplier" means PrimeHR 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

"Unauthorised Person" means any person other than a User.

"Us", "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 shall apply in addition to the Supplier's Privacy Policy, a copy of which can be obtained at Privacy Policy

1.4 We recommend that you print a copy of these terms or save a copy to your computer for future reference.

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

2.1 In 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.

2.3 Purchasers 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. Cancellation

Cooling Off Period

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.

3.2 Cancellation must be made by written notice in accordance with the provisions of these Terms.

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 Telephone Advice

4.1 Employment 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 stated.

4.2 Employment Law Telephone Advice:

(a) allows Users to obtain a quick check or second opinion on legal issues;

(b) provides telephone assistance only - no letters, faxes or emails will be considered or responded to;

(c) 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);

(d) record telephone calls for training and monitoring purposes.

4.3 Employment Law Telephone Advice does not:

(a) offer in-depth help on complex issues;

(b) provide follow up or ongoing advice on a particular situation;

(c) provide information for third parties - clients, colleagues, family or friends; or

(d) take the place of your own or your employer's solicitor.

4.4 Employment 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 bank holidays)).

4.5 Employment Law Telephone Advice is subject to a fair usage policy as follows:

(a) 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 Supplier.

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. Warranties

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 circumstances.

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 Service.

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.

6.7 You 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. Liability

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:

(a) any breach of this Agreement;

(b) any use made by you of the Online Services and/or the Materials or any part of them; and

(c) 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:

(a) 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

(b) 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:

(a) 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

(b) 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:

(a) any event of force majeure as further set out in clause 10;

(b) any error or omission in the Online Services or anything not included in the Materials;

(c) any interruption or unavailability of supply of the Online Services or any feature thereof which is outside of the Supplier reasonable control;

(d) any misuse of the Online Services or Materials by a User; and

(e) the content of the Materials.

8 Termination

8.1 This 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.

8.2 The 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.

8.3 Notwithstanding 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 licence 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 purposes:

(a) to provide customer support and invoicing.

9.4 Please refer to our Privacy Policyfor further information on how we process Personal Data.

10. Force Majeure

We 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. General

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.

11.5 This 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.

11.7 Unless 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 parties.

11.10 This 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.

11.12 This 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.