HR SUPPORT TERMS AND CONDITIONS

PEOPLE BASED SOLUTIONS Ltd., HR SUPPORT TERMS AND CONDITIONS
Quotation Terms & Conditions
1. Application
These Terms and Conditions shall apply to the provision of the services detailed overleaf (“Services”) by People Based Solutions Ltd a company registered in England and Wales under number 08065344 whose registered office is at Dallam Court, Dallam Lane, Warrington, Cheshire, WA2 7LT (“Supplier”) to the “Client”. No other terms and conditions shall apply to the provision of Services unless agreed upon in writing between the Provider and the Client.
2. Interpretation
2.1 A “business day” means any day other than a Saturday, Sunday or bank holiday.
2.2 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.3 Words imparting the singular number shall include the plural and vice-versa.
3. Services
3.1 With effect from the commencement date stated in this quotation and in consideration of the Fees being paid in accordance with these Terms and Conditions, the Supplier shall provide the Services identified overleaf to the Client.
3.2 The Supplier shall use reasonable care and skill in its performance of the Services and shall ensure compliance with any and all relevant codes of practice.
3.3 The Supplier shall use its best and reasonable endeavours to complete its performance of the Services within the time agreed as set out in this quotation; however, time will not be of the essence in the performance of these obligations.
3.4 The client is entitled to reasonable ongoing advice and support either online, over the phone or by e-mail. The supplier would seek to be reasonably flexible and responsive However, in the event of a dispute, the supplier reserves the right to stand by the contractual definition of reasonable, which, for the purposes of this agreement, is that anything requiring over 10 minutes’ work can be deducted from the allocation of hours for any 12 month period ( to calculate the allocated of hours go to SLA page link featured below .
3.5 The Help Desks operate an SLA, details of which can be found at http://www.peoplebasedsolutions.co.uk/sla/
4. Client Obligations
4.1 The Client shall use its best and reasonable endeavours to provide the Supplier with access to any and all relevant information, materials, properties and other matters which are required to enable the Supplier to provide the Services.
4.2 The Client shall use its best and reasonable endeavours to acquire any permissions, consents, licences or other matters which are required to enable the Supplier to provide the Services.
4.2 The Supplier shall not be liable for any delay or failure to provide the Services where such delay or failure is due to the Client’s failure to comply with the provisions of this Clause
5. Fee
5.1 The fees (“Fees”) for the Services are set out in the web submission.
5.2 In addition to the Fees, the Supplier shall be entitled to recover from the Client reasonable incidental expenses for materials used and for third party goods and / or services supplied in connection with the Services.
5.3 The Client shall pay the Supplier for any additional services provided by the Supplier that are not specified in this quotation in accordance with the Supplier’s then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between the Supplier and the Client. The provisions of sub-Clause 5.2 shall also apply to such additional services.
5.4 The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
5.5 The fee may be increased annually on or after 1st April by up to the RPI figure published in January of that year, or 5% whichever is the greater.
6. Quotation, Contract and Variation
6.1 The Supplier is not obliged to accept an order for Services from the Client unless the Client has supplied references which are requested by, and satisfactory to, the Supplier.
6.2 This acceptance of the web quotation constitutes and the acceptance of these terms constitutes written acceptance and confirmation by the Supplier of the Client’s order for the Services (as agreed between the Supplier and the Client).
6.3 Having issued the web quotation and linked these associated terms which is a contractual offer to provide the Services, the Supplier agrees to enter into a contract for the provision of Services upon the Client’s acceptance of this quotation and of these Terms and Conditions.
6.4 This quotation is valid for a period of 30 days only from the date shown overleaf unless expressly withdrawn by the Supplier at an earlier time.
6.5 Either the Supplier or the Client may cancel the order for any reason prior to the Client’s acceptance (or rejection) of this quotation.
6.6 If the Client wishes to vary any details of the Services it must notify the Supplier in writing as soon as possible. The Supplier shall endeavour to make any required changes and additional costs shall be invoiced to the Client.
6.7 If, due to circumstances beyond its control, the Supplier has to make any change in the Services or the arrangements relating to the provision thereof, it shall notify the Client immediately. The Supplier shall endeavour to keep any such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
7. Payment
7.1 Following the Client’s acceptance of this quotation, the Supplier shall invoice the Client for the Fees on the final day of the calendar month in which the service was received.
7.2 The Client shall pay the Fees due within 15 days of the date of the Supplier’s invoice or otherwise in accordance with any credit terms agreed between the Supplier and the Client.
7.3 Time for payment shall be of the essence of the Contract between the Supplier and the Client.
7.4 If the Client fails to make payment within the period in sub-Clause 7.2, the Supplier shall charge the Client interest at the rate of 5% per annum above the Nat West base rate from time to time on the amount outstanding until payment is received in full.
7.5 If the Client fails to make payment within the period in sub-Clause 7.2, the Supplier shall have the right to suspend any further provision of the Services and to cancel any future services which may have been ordered by, or otherwise arranged with, the Client.
7.6 Receipts for payment will be issued by the Supplier only at the Client’s request.
7.7 All payments must be made in UK sterling unless otherwise agreed in writing between the Supplier and the Client.
8. Sub-Contracting
8.1 The Supplier shall be free to sub-contract the provision of the Services (or any part thereof).
8.2 Where the Supplier sub-contracts the provision of the Services or any part thereof it shall ensure that any and all sub-contractors are reasonably skilled in the relevant practices and shall not pass any additional charges that may be incurred through the use of such sub-contractors on to the Client.
9. Termination
9.1 The Contract shall commence on date of the client’s acceptance of the Proposal and shall continue for the initial period outlined in the quotation (“Initial Term” at which point it will be renewed automatically for successive periods of 12 months (each 12 month period being a “Renewal Period”.
9.2 Either party may terminate the Contract by giving the other party not less than 60 days’ written notice to expire at the end of the Initial Period or the end of any Renewal Period.
9.3 The Supplier may terminate the provision of the Services immediately if:
(a) the Client commits a material breach of its obligations under these Terms and Conditions; or
(b) the Client is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.
(c) the Client enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
(d) the Client convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Client, notice of intention to appoint an administrator is given by the Client or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Client or for the granting of an administration order in respect of the Client, or any proceedings are commenced relating to the insolvency or possible insolvency of the Client.
9.4 On termination:
(a) the client will immediately pay all invoices then outstanding;
(b) The supplier will invoice the client for all Services provided but not yet invoiced and any cancellation fees due and the client will pay such invoices immediately
(c) each party will within 10 Business Days return any materials of the other then in its possession or control
(d) the accrued rights and liabilities of the parties will not be affected; and
(e) clauses which expressly or by implication are to survive termination will do so.
10. Intellectual Property
The Supplier reserves all copyright and any other intellectual property rights (if any) which may subsist in the products of, or in connection with, the provision of the Services. The Supplier reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such intellectual property rights.
11. Liability and Indemnity
11.1 The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under these Terms and Conditions, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s employees, agents or otherwise) in connection with its provision of the Services or the performance of any of its other obligations under these Terms and Conditions or this quotation or with the use by the Client of the Services supplied.
11.2 The Supplier shall not be liable to the Client or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if such delay or failure is due to any cause beyond the Supplier’s reasonable control.
11.3 The Client shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from any loss or damage to any equipment (including that belonging to third parties) caused by the Client [or its agents or employees].
11.4 Nothing in these Terms and Conditions shall limit or exclude the Supplier’s liability for death or personal injury caused by its negligence or for any other matters for which it would be unlawful to exclude or limit liability.
12. Force Majeure
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
13. Communications
13.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
13.2 Notices shall be deemed to have been duly given:
(a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
(b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
(c) on the fifth business day following mailing, if mailed by national ordinary mail; or
(d) on the tenth business day following mailing, if mailed by airmail.
13.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party.
14. No Waiver
14.1 No waiver by the Supplier of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.2 No failure or delay on the part of either the Supplier or the Client to exercise any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.
15. Severance
In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).
11. Law and Jurisdiction
11.1 The Contract will be governed by the law of England and Wales
11,2 Disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales.

VERDE HR TERMS AND CONDITIONS

Verde HR
BACKGROUND:
These Terms and Conditions, together with any and all other documents referred to herein, set out the terms of use under which you may use Verde HR, the People Based Solutions Human Resources Information System (“Verde HR”). Please read these Terms and Conditions carefully and ensure that you understand them. You will be required to read and accept these Terms and Conditions when signing up for an Account and purchasing a Subscription. If you do not agree to comply with and be bound by these Terms and Conditions, you must stop using Verde HR immediately.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Account”
Means an account required to access and use Verde HR, as detailed in Clause 4;
“Content”
means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Verde HR;
“Contract”
means the contract between Us and you for the purchase and sale of a Subscription to Verde HR, as explained in Clause 6;
“Order”
means your order for a Subscription;
“Subscription Confirmation”
means Our acceptance and confirmation of your Order;
“Subscription”
means a subscription to access Verde HR, purchased in accordance with these Terms and Conditions;
“Working Day”
Means Monday to Friday 9:00 am to 5:00 pm excluding statutory Holidays;
“Rolling month”
Means from the 1st day to the last day of the month or from a day in the month to the day that precedes that day in the following month. E.G. from 4th April to the 3rdMay;
“User”
means a user of Verde HR;
“HR Data”
means Employee data, including employee personal data, file notes, letters, reports and any other correspondence relating to an employee, worker, associate, applicant, or past employee, worker or associate whose data is stored created and/or uploaded by Users in or to Verde HR; and
“We/Us/Our”
means People Based Solutions, a limited company registered in England under company number 08065344, whose registered address is Dallam Court, Dallam Lane, Warrington, Cheshire, WA2 7LT and whose main trading address is Dallam Court, Dallam Lane, Warrington, Cheshire, WA2 7LT.
2. Information About Us
2.1 Verde HR is owned and operated by People Based Solutions, a limited company registered in England under company number 08065344, whose registered address is Dallam Court, Dallam Lane, Warrington, Cheshire, WA2 7LT and whose main trading address is Dallam Court, Dallam Lane, Warrington, Cheshire, WA2 7LT. and whose main trading address is Our VAT number is 153994572.
3. Access and Changes to Verde HR
3.1 Access to Verde HR requires a Subscription. Upon purchasing a Subscription, Verde HR will be available to you for the duration of that Subscription and any and all subsequent renewals.
3.2 We may from time to time make changes to Verde HR:
3.2.1 Minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue. We will inform you by e-mail of any such changes if there is anything that you need to do. However, they will be unlikely to materially affect your use of Verde HR;
3.2.2 Minor changes may be made to reflect changes in the law or other regulatory requirements. We will inform you by e-mail of any such changes if there is anything that you need to do. However, they will be unlikely to materially affect your use of Verde HR; and
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3.2.3 We will continue to develop and improve Verde HR over time, in some cases making significant changes to it. You will be kept fully informed of any and all such changes.
3.3 We will always aim to ensure that Verde HR is available at all times. In certain limited cases, however, we may need to temporarily suspend availability to make certain changes outlined under sub-Clause 3.2. Unless We are responding to an emergency or an urgent issue, We will inform you in advance of any interruptions to the availability of Verde HR. If We need to suspend Verde HR for longer than 3 working Days within any rolling month, We will add the corresponding time to the duration of your current Subscription period at no cost to you. If We need to suspend Verde HR for longer than 5 working days you may also have a right to cancel. Please refer to sub-Clause 8.2.5 for details.
4. Accounts
4.1 An Account is required to use Verde HR.
4.2 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
4.3 We recommend that you choose a strong password for your Account, one that you can remember, but others would find difficult to guess. It is your responsibility to keep your password safe. If you believe your Account is being used without your permission, please contact Us immediately. We will not be liable for any unauthorised use of your Account.
4.4 You must not use anyone else’s Account without the express permission of the User to whom the Account belongs.
4.5 Any personal information provided to register your Account will be collected, used, and held in accordance with your rights and Our obligations under the Data Protection Act, as set out in Clause 19. However, HR data uploaded to or created in Verde HR is not accessible to us. HR Data stored in Verde HR is stored in line with the requirements of Our data policy.
4.6 If you wish to close and delete your Account, you may do so at any time by e-mail or by notifying us via our online cancellation form. Closing your Account will result in the removal of your information from Our system. If you have an active Subscription, your Account will remain active for the duration of the remainder of the Subscription period you are currently in. Closing your Account will cancel the auto-renewal of your Subscription, where applicable. Closing your Account will also remove any HR data that you have created or uploaded from Our system. To avoid losing anything that you have created or uploaded using Verde HR, please ensure that you download your HR data to your computer, server or other device before closing your Account. N.B. we will co-operate with any 3rd party seeking to transfer your HR data to another application. However, the transfer will be entirely at your expense. Any work that we do to facilitate such a transfer will be charged to you at a rate specified by us.
5. Subscriptions, Pricing and Availability
5.1 We make all reasonable efforts to ensure that all general descriptions of the services available from Us (specifically, Verde HR) correspond to the actual services that will be provided to you. There may, however, be minor variations from descriptions from time to time.
5.2 Please note that sub-Clause 5.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to minor variations in Our services, not to different services altogether.
5.3 Where appropriate, you may be required to select your required Subscription. Different types of Subscription provide access to different features in Verde HR. Please ensure that you select the appropriate Subscription when prompted.
5.4 All pricing information is correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. Changes will not affect Subscriptions that have already been purchased, but may affect renewals of Subscriptions.
5.5 All prices are exclusive of VAT.
6. Subscriptions – How Contracts Are Formed
6.1 You will be guided through the Subscription process when you make a purchase. Before confirming a purchase, you will be given the opportunity to review your chosen Subscription and amend any errors in your Order. Please ensure that you check carefully before confirming your purchase.
6.2 No part of Verde HR, website or any other material constitutes a contractual offer capable of acceptance. By purchasing a Subscription, you are making Us a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending you a Subscription Confirmation by email. Only once We have sent you a Subscription Confirmation will there be a legally binding contract between Us and you (“the Contract”).
6.3 Subscription Confirmations contain the following information:
6.3.1 Confirmation of your chosen Subscription including full details of the main characteristics and features of Verde HR available as part of that Subscription;
6.3.2 Fully itemised pricing, including, where appropriate, taxes and other additional charges;
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6.3.3 Details of the duration of your Subscription including the start date and the end and/or renewal date;
6.4 If We do not accept or cannot process your Subscription purchase for any reason, no payment will be taken under normal circumstances. If We have taken payment in such circumstances, the payment will be refunded to you as soon as possible and in any event within 5 working days.
6.5 Subject to the cancellation provisions in Clause 8, once you have confirmed your Subscription purchase, your Subscription cannot be down graded until the end or renewal date of that Subscription. downgrades made to an auto-renewing Subscription will take effect when the Subscription is renewed.
6.6 By purchasing a Subscription, you are expressly requesting that you wish access to Verde HR to be made available to you immediately (and will be required to acknowledge this). Please be aware that We do not offer any Subscriptions that do not begin immediately. For more details of cancellation, please refer to Clause 8.
7. Payment
7.1 Payment for Subscriptions will be due at the time of purchase. Your chosen payment method will be billed immediately upon confirmation of your Subscription.
7.2 We accept the following methods of payment:
7.2.1 Debit Card;
7.2.2 PayPal;
7.2.3 Direct Debit;
7.2.4 Bank Transfer.
We do not charge any additional fees for any of the payment methods listed above.
8. Cancellation
8.1 We offer a limited short-term cancellation right you have purchased a Subscription by mistake or have allowed a Subscription to auto-renew when you did not want it to be renewed. Please contact Us within 5 working days of the start date of the Subscription at accounts@peoplebasedsolutions.co.uk or click on www.peoplebasedhr.co.uk/unsubscribe-from-verde-hr/. Please note that this option is available only if you have not used Verde HR during the period of the Subscription that you wish to cancel. If We can trace any use of Verde HR to your Account during that period, you will not be able to cancel under this provision.
8.2 You may cancel at any time in the following limited circumstances and you may be entitled to a full or partial refund for services not provided:
8.2.1 We have informed you of an upcoming change to Verde HR or to these Terms and Conditions that you do not agree to; or
8.2.2 We have informed you of an error in the price or description of your Subscription or Verde HR and you do not wish to continue; or
8.2.3 There is a risk that the availability of Verde HR may be significantly delayed due to events outside of Our control; or
8.2.4 We have informed you that We have suspended, or are planning to suspend, availability of Verde HR for a period greater than 1 month; or
8.2.5 We have breached these Terms and Conditions or have in any way failed to comply with Our legal obligations to you.
8.3 Subject to sub-Clause 8.2, non-renewing Subscriptions cannot be cancelled. Auto-renewing Subscriptions can be cancelled at any time, however (also subject to sub-Clause 8.2, no refunds can be provided and you will continue to have access to Verde HR for the duration of the remainder of the Subscription period you are currently in. Cancelling an auto-renewing Subscription only prevents it from being auto-renewed.
8.4 To cancel a Subscription for any reason, please inform us using one of the following methods:
8.4.1 By email at accounts@peoplebasedsolutions.co.uk or
8.4.2 Online using Our cancellation form at www.peoplebasedhr.co.uk/unsubscribe-from-verde-hr/ .
8.5 We may ask you why you have chosen to cancel your Subscription and may use any answers you provide to improve Verde HR in the future, however please note that you are under no obligation to provide any details if you do not wish to.
8.6 Any and all refunds due to you will be made no later than 20 working days after the date on which We acknowledge your cancellation. Refunds will be made to your original payment method.
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8.7 In certain limited circumstances, we may cancel your Subscription and/or close your Account. If We take such action, you will be notified by email and We will provide an explanation for the cancellation and/or closure.
8.7.1 If your Account is closed and your Subscription cancelled because you have breached these Terms and Conditions, you will not be entitled to a refund. If you believe We have closed your Account and cancelled your Subscription in error, please contact Us at accounts@peoplebasedsolutions.co.uk .
8.7.2 If your Account is closed and/or your Subscription is cancelled for any other reason, you will be refunded the remaining balance of your Subscription. The refund will be calculated based upon the price of your Subscription being divided by the total number of days in the Subscription and multiplied by the number of whole days remaining until the end of the Subscription (or, in the case of auto-renewing Subscriptions, until the renewal date). Any and all refunds due to you will be made no later than 20 calendar days after the date on which the closure and/or cancellation becomes effective. Refunds will be made to your original payment method.
9. Our Intellectual Property Rights and Licence
9.1 We grant Users a limited, non-exclusive, revocable, worldwide, non-transferable licence to use Verde HR to store and retrieve Hum Resources records and information, to analyse that information and to perform certain HR tasks such as time and attendance monitoring and management and performance reviews and management and for other business purposes, subject to these Terms and Conditions.
9.2 Subject to the licence granted to Us under sub-Clause 11.3, Users retain the ownership of copyright and other intellectual property rights in their HR data records and information (subject to any third party rights in that User Content and the terms of any licence under which you use such Content).
9.3 All other Content included in Verde HR (including all user-facing material, and all underlying material such as code, software and databases) and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
9.4 By accepting these Terms and Conditions, you hereby undertake:
9.4.1 Not to copy, download or otherwise attempt to acquire any part of Verde HR;
9.4.2 Not to disassemble, decompile or otherwise reverse engineer Verde HR;
9.4.3 Not to allow or facilitate any use of Verde HR that would constitute a breach of these Terms and Conditions; and
9.4.4 Not to embed or otherwise distribute Verde HR on any website, ftp server or similar.
10. Links to Verde HR
10.1 You may link to Verde HR is hosted provided that:
10.1.1 You do so in a fair and legal manner;
10.1.2 You do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
10.1.3 You do not use any of Our logos or trade marks (or any others displayed on Verde HR) without Our express written permission; and
10.1.4 You do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
10.2 You may not link to any page other than the homepage of Verde HR (https://app.peoplebasedhr.co.uk/ ) unless using the sharing features of Verde HR. Deep-linking to other parts of Verde HR requires Our express written permission.
10.3 You may not link to Verde HR from any other website the content of which contains material that:
10.3.1 Is sexually explicit;
10.3.2 Is obscene, deliberately offensive, hateful or otherwise inflammatory;
10.3.3 Promotes violence;
10.3.4 Promotes or assists in any form of unlawful activity;
10.3.5 Discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
10.3.6 Is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
10.3.7 Is calculated or is otherwise likely to deceive another person;
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10.3.8 Is designed or is otherwise likely to infringe (or threaten to infringe) another person’s privacy;
10.3.9 Misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this sub-Clause 10.2;
10.3.10 Implies any form of affiliation with Us where none exists;
10.3.11 Infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents and database rights) of any other party; or
10.3.12 Is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
11. User Content
11.1 You agree that you will be solely responsible for any and all HR data, records and information that you create or upload using Verde HR. Specifically, you agree, represent and warrant that you have the right to create or upload the HR Records and information and the right to use all materials of which it is comprised and that it will not contravene any aspect of Our Acceptable Usage Policy, detailed in Clause 13.
11.2 You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 11.1. You will be responsible for any loss or damage suffered by Us as a result of such breach.
11.3 You (or your licensors, as appropriate) retain ownership of your HR data, records and information and all obligations arising under Employment and Data Protection legislation in the jurisdiction in which you operate.
11.4 If you wish to remove HR records and information, you may do so by deleting the record and if appropriate transferring data and records.
12. HR Records, Data and Information
12.1 All HR records, data and information and the intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licenced by the relevant User. All HR records, data and information is protected by applicable Data Protection legislation.
12.2 We take technical measures to limit and/or restrict the ability of Users to access or view HR records, data and information created using Verde HR. Through the creation of user profiles, access is limited to the Users Organisation and within that Organisation access is limited by the permissions afforded to the user by the organisation’s administrator.
13. Acceptable Usage Policy
13.1 You may only use Verde HR in a manner that is lawful and that complies with the provisions of this Clause 13. Specifically:
13.1.1 You must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;
13.1.2 You must not use Verde HR in any way, or for any purpose, that is unlawful or fraudulent;
13.1.3 You must not use Verde HR to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind; and
13.1.4 You must not use Verde HR in any way, or for any purpose, that is intended to harm any person or persons in any way.
13.2 The following types of User Content are not permitted on Verde HR and you must not create, submit, communicate or otherwise do anything that:
13.2.1 is sexually explicit;
13.2.2 is obscene, deliberately offensive, hateful, or otherwise inflammatory;
13.2.3 promotes violence;
13.2.4 promotes or assists in any form of unlawful activity;
13.2.5 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
13.2.6 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
13.2.7 is calculated or otherwise likely to deceive;
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13.2.8 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
13.2.9 misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 14.2);
13.2.10 implies any form of affiliation with Us where none exists;
13.2.11 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party; or
13.2.12 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
13.3 We reserve the right to suspend or terminate your Account and/or your access to Verde HR if you materially breach the provisions of this Clause 13 or any of the other provisions of these terms and conditions. Specifically, We may take one or more of the following actions:
13.3.1 Suspend, whether temporarily or permanently, your Account and/or your right to access Verde HR (for more details regarding such cancellation, please refer to sub-Clause 8.7);
13.3.2 Issue you with a written warning;
13.3.3 Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
13.3.4 Take further legal action against you as appropriate;
13.3.5 Disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
13.3.6 Any other actions which We deem reasonably appropriate (and lawful).
13.4 We hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions.
14. Problems with Verde HR
14.1 If you have any questions or complaints regarding Verde HR, please email Us at enquiries@peoplebasedsolutions.co.uk or by using any of the methods provided on Our contact page at https://www.peoplebasedhr.co.uk/contact/ .
15. Disclaimers
15.1 No part of Verde HR or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which you should rely and is provided for general information purposes only. Professional or specialist advice should always be sought before taking any action relating to HR matters.
15.2 We make reasonable efforts to ensure that the content contained within Verde HR is complete, accurate and up-to-date. We do not, however, make representations, warranties or guarantees (whether express or implied) that Verde HR (and the content therein) is complete, accurate or up-to-date.
15.3 We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any User created HR records, data and information created or uploaded using Verde HR. Any such opinions, views, or values are those of the relevant User, and do not reflect Our opinions, views, or values in any way.
16. Our Liability
16.1 To the fullest extent permissible by law, We accept no liability for any foreseeable loss in contract, tort (including negligence), for breach of statutory duty, or otherwise arising out of or in connection with the use of (or inability to use) Verde HR or the use of or reliance upon any Content (whether that Content is provided by Us or whether it is User Content) included in Verde HR.
16.2 To the fullest extent permissible by law, We accept no liability to consumers or businesses for loss or damage that is not foreseeable.
16.3 To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Verde HR or any Content (including HR records, data and information) included in Verde HR.
16.4 We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
16.5 We exercise all reasonable skill and care to ensure that Verde HR is free from viruses and other malware. We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of
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service attack, or other harmful material that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Verde HR (including the downloading of any Content (including User Content) from it) or any other website or service that We may provide a link to.
16.6 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Verde HR resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
Nothing in these Terms and Conditions excludes or restricts Our liability in any situation where it would be unlawful for us to do so including fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.
17. Viruses, Malware and Security
17.1 We exercise all reasonable skill and care to ensure that Verde HR is secure and free from viruses and other malware including, but not limited to, the scanning of any and all User Content for viruses and malware as it is uploaded. We do not, however, guarantee that Verde HR is secure or free from viruses or other malware and accept no liability in respect of the same, as detailed in sub-Clause 16.5.
17.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
17.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Verde HR.
17.4 You must not attempt to gain unauthorised access to any part of Verde HR, the server on which Verde HR is stored, or any other server, computer, or database connected to Verde HR.
17.5 You must not attach Verde HR by means of a denial of service attack, a distributed denial of service attack, or by any other means.
17.6 By breaching the provisions of sub-Clauses 17.3 to 17.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Verde HR will cease immediately in the event of such a breach and, where applicable, your Account will be suspended and/or deleted.
18. Privacy and Cookies
The Use of Verde HR is also governed by Our Privacy Policy, available from https://www.peoplebasedhr.co.uk/wp-content/uploads/2018/05/Privacy-Policy-.pdf . This policy is incorporated into these Terms and Conditions by this reference.
19. Data Protection
19.1 All personal information that We may collect (including, but not limited to, your name and contact details) will be collected, used, and held in accordance with the provisions of the Data Protection Act 1998 and your rights and Our obligations under that Act.
19.2 We may use your personal information to:
19.2.1 Reply to any communications that you send to Us;
19.2.2 Send you important notices, as detailed in Clause 20;
19.3 We will not pass your personal information on to any third parties without first obtaining your express permission to do so.
20. Communications from Us
20.1 If you have an Account, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, changes to Verde HR, and changes to your Account.
20.2 We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link. If you opt out of receiving emails from Us at any time, it may take up to 15 business days for Us to comply with your request. During that time, you may continue to receive emails from Us.
20.3 For questions or complaints about email communications from Us (including, but not limited to, marketing emails), please contact Us at enquiries@peoplebasedsolutions.co.uk or via https://www.peoplebasedhr.co.uk/complaints-form-2/ .
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21. Other Important Terms
21.1 We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
21.2 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
21.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
21.4 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
21.5 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
22. Changes to these Terms and Conditions
22.1 We may alter these Terms and Conditions at any time.
Any such changes will become binding on you upon your first use of Verde HR after the changes have been implemented. You are therefore advised to check this page from time to time.
22.2 In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.
23. Contacting Us
To contact Us, please email Us at enquiries@peoplebasedsolutions.co.uk or by using any of the methods provided on Our contact page at https://www.peoplebasedhr.co.uk/contact/ .
24. Law and Jurisdiction
26.1 These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of England & Wales.
26.2 If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.