THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 3 (HR ADVICE) AND CLAUSE 11 (LIMITATION OF LIABILITY).

BY MAKING AN APPOINTMENT REQUEST, THE CLIENT CONFIRMS THAT IT AGREES TO, AND ACCEPTS, THESE TERMS AND CONDITIONS.

  1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

  • Definitions:
  • Appointment: means an Appointment Request which has been accepted by the Company for the provision of the Services and which shall include Trial Appointments and Usage Based Appointments.
  • Appointment Request: has the meaning given to it in clause 2.2.
  • Business Day: a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
  • Business Hours: the hours between 9.00am and 5.00pm on a Business Day.
  • Client: the person acting on behalf of a company or firm, a company or a firm who purchases Services from the Company.
  • Client Default: has the meaning set out in clause 7.
  • Commencement Date: has the meaning given in clause 2.4.
  • Company: Hawkwood Partners Limited t/a Snippet registered in England and Wales with company number: 10031733 and registered company address of: Scott House Suite 1, The Concourse, Waterloo Station, London, England, SE1 7LY.
  • Contract: the contract between the Company and the Client for the supply of Services in accordance with these Terms and Conditions.
  • Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
  • Controller, processor, data subject, personal data, personal data breach, processing, and appropriate technical measures: as defined in the Data Protection Legislation.
  • Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a Party.
  • HR Advisors: means the consultants engaged by the Company to provide the Services to the Client.
  • Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), 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.

Platform: the Company’s virtual HR platform which is owned and operated by the Company.

  • Services: the Human Resources (‘HR’) services supplied by the Company to the Client via the Platform which shall include, without limitation, those matters listed in clause 2.1 and the Company’s website (https://hawkwoodpartners.com/snippet/) as amended by the Company from time to time.
  • Terms and Conditions: these terms and conditions as amended from time to time in accordance with clause 5.
  • Third Party: has the meaning given to it in clause 5.1(e).
  • Timesheet: has the meaning given to it in clause 8.2(b).
  • Trial Appointment: has the meaning given to it in clauses 2.5(a) and 2.6.
  • Usage Based Billing: has the meaning given to it in clause 8.2(a).
  • UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
  • Usage Based Appointment: has the meaning given to it in clauses 2.5(b) and 2.8.
    • Interpretation:
      1. A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
      2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
      3. A reference to writing or written includes email.
      4. A reference to a party shall mean a Party of these Terms and Conditions. Parties shall be construed accordingly.
    • Any samples, descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained on the Company’s website, are issued, or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
    • These Terms and Conditions apply to the Contract 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.
  1. Supply of Services
    • Without prejudice to clause 3, the Company’s Services shall include, without limitation, the following matters (as amended or varied by the Company from time to time on its website):
  2. advice on HR related matters;
  3. drafting of any contracts, agreements, policies, letters, or other documents;
  4. arranging or attending any mediation, grievance, disciplinary meeting on behalf of a Client;
  5. providing any payroll or administrative services;
  6. advising on the merits or risks of any bringing or defending any employment related claim;
  7. providing training courses to the Client’s employees, consultants, staff, workers, interns, or volunteers;
  8. negotiating or attending any settlement between the Client and any of the Client’s employees, consultants, staff, workers, interns, or volunteers; and/or
  9. such other HR related matters as the Company may notify the Client of from time to time.
    • The Company shall supply the Services to the Client on an ‘appointment only’ basis. In order to book an Appointment, the Client must make an appointment request on the Platform to request a date and time to speak to the Company’s HR Advisors and/or to arrange matters relating to the commencement of the Services (the ‘Appointment Request’). The Appointment Request must be made from the list of available dates and times on the Platform. Once an HR Advisor has been assigned to the Client, the HR Advisor may, following the first Appointment, provide the Client with an email address or SMS number for the Client to contact to make future Appointment Requests (rather than the Platform).
    • The Appointment Request constitutes an offer by the Client to purchase the Services in accordance with these Terms and Conditions.
    • An Appointment shall only be made once the Company confirms via email, SMS and/or the Platform that the Appointment Request has been accepted at which point, and on which date the Contract shall come into existence (the ‘Commencement Date).
    • The Appointment Request may either be made:
  10. for a single period of 60 minutes in accordance with clause 2.6 (a ‘Trial Appointment’); or
  11. as an appointment payable on a Usage Based Billing basis in accordance with clause 2.8 (‘Usage Based Appointment’).

Trial Appointment

  • If the Client requests a Trial Appointment, the Trial Appointment may only exceed 60 minutes if the HR Advisor, in its sole and absolute discretion, agrees to extend the Trial Appointment. The HR Advisor shall have no obligation to extend the Trial Appointment beyond 60 minutes and may refuse to do so for any reason whatsoever including, without limitation, a lack of availability. If the HR Advisor is unable to extend the Trial Appointment at the Trial Appointment time, the Client shall be entitled to make a further Appointment Request in accordance with clauses 2.2 (subject to the Company’s approval of the Appointment Request).
  • If the duration of the Trial Appointment is:
  1. less than 60 minutes, the Client shall not be entitled to carry forward the balance for any future Appointments. The Client will be charged the Company’s hourly rate in accordance with clause 8.1(a) irrespective of whether the Trial Appointment lasted for the duration of the whole 60 minutes; or
  2. exceeds 60 minutes in duration, the Client will be required to pay for any additional time which exceeds the Trial Appointment time slot at the Usage Based Billing rate.

Usage Based Appointment

  • If the Client requests a Usage Based Appointment:
  1. the Client shall be required to make an Appointment Request for the Usage Based Appointment in accordance with clause 2.2; and
  2. all Usage Based Appointments shall be rounded up to the nearest 30 minutes, billed in accordance with the Company’s Timesheet and shall be payable via direct debit (as set out in clause 8.2). Accordingly, at the time of registering for the Service, the Client shall be required to sign and return the Company’s electronic direct debit instruction form (‘DDIF’) (which shall be available on the Platform) and make payment by means of setting up a direct debit or completing a mandate which authorises the transfer of money via the GoCardless platform used by the Company. The Client acknowledges and accepts that this clause 2.8(b) may constitute advance notice of payments to be collected by direct debit and confirmation of the Direct Debit Scheme Guarantee (as set out in the DDIF). The Client’s rights to cancel the direct debit payments shall not affect the Company’s rights and remedies to recover funds from the Client that are owed to the Supplier pursuant to these Terms and Conditions.

Appointment Request

  • When the Client submits its first Appointment Request (whether on a Trial Appointment basis or a Usage Based Appointment basis), the Client shall be required to:
  1. confirm the company name and limited company number of the Client (being the company or firm that requires the HR advice or the company or firm to which the individual is calling is acting on behalf of);
  2. brief details of the HR matter it requires assistance with, including a timeline of events, if appropriate; and
  3. a telephone number, email address and/or video call ID/ username on which the Company may contact a named contact of the Client (the ‘Named Contact’) at the allocated Appointment slot in order to provide the Services.
    • The Company may, in its sole and absolute discretion, refuse to accept an Appointment Request at any time and for any reason whatsoever, including without limitation, where such Services cannot be performed by the Company and/or if the requested Appointment slot is no longer available. The Client will not be charged for any rejected Appointment Request or where the Appointment is cancelled or no longer available pursuant to this clause 2.11.
    • If an Appointment Request is confirmed by the Company but the Appointment slot subsequently becomes unavailable or untenable by the Company, it shall inform the Client without undue delay and shall offer the Client alternative dates and times. The Company shall have no liability whatsoever for any losses, charges, expenses, or costs incurred by the Client (whether directly or indirectly) for any Appointment slot which subsequently becomes unavailable or untenable and is required to be rearranged by the Client.
    • The Company shall provide the Services during Business Hours on a Business Day. The Company does not generally provide ‘out-of-hours’ support or Services, however, the HR Advisor, may in its sole and absolute discretion, accept a request from a Client for ‘out of hours’ support. The HR Advisor is not obliged to accept a request for ‘out of hours’ support at any time.
  4. HR Advice: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    • Whilst the HR Advisor shall be advising on employment and HR related matters and drafting relevant employment related documents, agreements and contracts, the Client accepts and acknowledges that neither the Company, the HR Advisors nor any Third Party engaged by the Company are legal service providers and are, therefore, unable to provide any legal advice. Accordingly, the Client accepts and acknowledges that the advice and/or guidance provided by the Company shall not constitute legal advice and cannot be relied upon as legal advice. The Company is not regulated by any professional body for legal service providers including, without limitation, the Solicitors Regulation Authority, Law Society, Bar Standards Board or Chartered Institute of Legal Executives.
    • In providing the Services, the Company shall have no liability whatsoever for any failure to advise or recommend that the Client obtain any legal advice at any time. Notwithstanding clauses 3.1, whilst the Company may advise the Client that the Client may require further, independent legal advice (if it believes, in its sole and absolute discretion that legal advice is required) it shall be under no obligation to do so.
    • If the Client requires legal advice, it shall be required to obtain its own independent legal advice. The Company shall not be responsible or liable for introducing the Client to any legal service providers including, without limitation, any legal advisors, solicitors, or barristers.
  5. Appointment
    • The Client must attend the Appointment in a timely manner. If the Client fails to attend the Appointment (by telephone or video call) within 15 minutes of the allocated Appointment time, the Company may (subject to clause 4.2) cancel the Client’s Appointment and:
  6. the Client shall be charged for the full Trial Appointment slot; and/or
  7. in respect of Usage Based Appointments, the time shall be rounded up to the nearest 30 minutes and recorded on the Timesheet and payable in accordance with the Usage Based Billing.
    • Notwithstanding clause 4.1 the HR Advisor may, in its sole and absolute discretion, agree to extend any Appointment by any period that the Client was late or delayed. If the HR Advisor agrees to extend the Appointment in accordance with this clause 4.2 then in addition to being charged for the full Appointment slot, the Client shall also be charged for any period that the Appointment is extended by, on a Usage Based Billing basis (rounded up to the nearest 30 minutes).
    • The Company shall use its reasonable endeavours to provide the Services to the Client on the date and time agreed in respect of the Appointment slot but cannot guarantee that such date or time of the Appointment shall be met. The Company shall not be liable whatsoever for any losses, charges, expenses, or costs incurred by the Client (whether directly or indirectly) for the Company’s delay in attending the Appointment or at the exact date or time.
    • If the Company is unable to provide the Services to the Client on the date and time agreed in the Appointment slot in accordance with clause 4.3, it shall provide the Client with:
      1. as much prior notice as is practicable of any cancellation; and
      2. a list of alternative dates, and times to rearrange the Appointment.
    • The Company shall be entitled to terminate the Appointment at any time and suspend or deny the Client’s access to the Platform for any reason whatsoever including, without limitation, if in the Company’s sole and absolute discretion:
  8. it believes it has reason to believe or suspects that the Named Contact or Company does not have the authority, consent, or permission to obtain the Services; and/or
  9. the Client uses any language or behaves in a way that is rude, obscene, offensive, aggressive, racist or otherwise unprofessional or unethical.
    • In the event that the Company cancels an Appointment and/or suspends, denies, or terminates access to the Platform for the reasons set out in clause 4.4 above, the Client shall still be liable to make full payment for the Appointment.
  10. Company’s obligations
    • The Company shall:
  11. provide the Services using reasonable care and skill;
  12. cooperate with the Client in relation to the Services;
  13. use its reasonable endeavours to ensure that the Platform is functional and operational during the term of these Terms and Conditions, however, the Company shall not be responsible or liable whatsoever for any disruption to or failure to provide the Services as a result of any interruption, disruption or failure of the Platform;
  14. use its reasonable endeavours to ensure the Platform is secure but cannot guarantee that the Platform will be free from malware, bugs, or viruses; and
  15. be entitled to sub-contract, delegate or assign the provision of any Services or any of its rights or duties under these Terms and Conditions to any employee or any self-employed agent, subcontractor or other third party (the ‘Third Party’).
    • Whilst the Client may indicate a preference for a particular HR Advisor, the Company cannot guarantee that the HR Advisor shall be available for a particular Appointment slot or indeed at all. The Company shall have no responsibility to, or liability for, rearranging any Appointments if a particular HR Advisor is unavailable. If a preferred HR Advisor is unavailable at the desired Appointment slot time, the Company may offer to assign a different HR Advisor or the Company may, at its sole and absolute discretion, allow the Client to rearrange an Appointment but it is not obliged to do so.
  16. Client’s obligations
    • By submitting an Appointment Request, the Client warrants that:
  17. it, and any Named Contact supplied when making the Appointment Request, has the authority, consent, and permission to discuss the matter for which the Appointment Request is made. The Client may, in its sole and absolute discretion, request that the Client provide all evidence as requested by the Company (and to the Company’s satisfaction) to confirm it does indeed have such authority, consent and permission to discuss the matter. However, the Company shall have no responsibility or liability for checking and/or verifying any authority, consent and permission nor shall the Company have any responsibility or liability at any time or if any evidence of authority, consent and permission provided by the Client turns out to be false, inaccurate and/or untrue;
  18. the Services supplied by the Company shall be used for the business and commercial purposes of the Client and not for any personal use;
  19. it shall co-operate with the Company in all matters relating to the Services;
  20. it shall provide the Company with such details, information, materials, and documentation as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  21. any details, information, materials and/or documentation it provides to the Company in respect of the Services is true, complete, and accurate;
  22. it has obtained and maintained all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start, including, without limitation, any consents or permissions required under the Data Protection Legislation to transfer any Personal Data and/or Sensitive Personal Data to the Company and for the Company to process such Personal Data/ Sensitive Personal Data; and
  23. it shall be responsible for configuring its own information technology, computer programmes and platform(s) to access the Platform and have in place appropriate, anti-viral and anti- malware software;
  24. it shall not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful; and
  25. it shall not attack, or allow any third-party to attack, the Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, the Client would commit a criminal offence under the Computer Misuse Act 1990.  The Client warrants that it will report any such breach it becomes aware of to the relevant law enforcement authorities and will co-operate with those authorities.  In the event of such a breach, the Client’s right to use the Platform will cease immediately.
    • If, at any time during or within 12 months of the termination of these Terms and Conditions, the Client seeks to employ or employs any of the Company’s HR Advisors and/or any Third Party engaged by or contracted with the Company in the preceding 12 months, the Client shall pay to the Company an additional fee of £5,000 (which shall be immediately due and payable) (‘One-Off Fee’).
    • If, at any time during or within 12 months of the termination of these Terms and Conditions, the Client seeks to retain, engage or otherwise or retains, engages or otherwise on a consultancy basis any of the Company’s HR Advisors and/or any Third Party engaged by or contracted with the Company in the preceding 12 months, then the Client must immediately inform and disclose this to the Company in writing (‘Disclosure’) and shall pay an additional fee to the Company (which shall be immediately due and payable) equal to the hourly fee/rate payable by the Company to such HR Advisor and/or Third Party in the 12 months following the commencement of such engagement (‘Hourly Fee’).  If the Client does not make the Disclosure, then the Client shall be liable to pay the One-Off Fee (as noted in clause 6.2) to the Company.
  26. Client Default
    • If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (a ‘Client Default’):
      1. without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations;
      2. the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this clause 7; and
      3. the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default.
  1. Charges and payment

Trial Appointments

  • If the Client books a Trial Appointment:
  1. subject to clause 8.7, the Trial Appointment charges shall be calculated in accordance with the Company’s hourly fee rates of £90 per hour;
  2. the Company shall invoice the Client prior to the commencement of the Services;
  3. the Client shall pay each invoice submitted to it (in respect of a Trial Appointment) by the Company:
    1. within 7 days of the date of the invoice;
    2. in full and in cleared funds to a bank account nominated in writing by the Company; and
  • in accordance with clause 8.6,

and time for payment shall be of the essence of the Contract; and in relation to clauses 8.1 (b) and (c) above, the Client shall make payment by a prescribed e-commerce checkout system required by the Company from time to time (including the GoCardless platform), or in any other manner as prescribed from the Company from time to time and at its absolute and sole discretion.

Usage Based Appointments

  • If the Client elects for a Usage Based Appointment:
  1. subject to clause 8.7, the Usage Based Appointment shall be charged on a time and materials basis calculated in 30 minute increments (rounded up to the nearest 30 minutes) in accordance with the Company’s fee rates of £40 per 30 minutes (the ‘Usage Based Billing’);
  2. the HR advisor shall retain a timesheet of the time spent providing the Services to the Client upon which the Usage Based Billing is based (the ‘Timesheet’);
  3. the Usage Based Billing charges shall be payable in accordance the Company’s Timesheet via direct debit payments;
  4. the Usage Based Appointment charges shall be payable by the Client pursuant to clause 8.6;
  5. the Timesheet shall record the duration of time spent by the Company providing the Usage Based Appointments to the Client in the previous two (2) weeks, unless otherwise stated by the Company;
  6. the Company shall submit the Timesheet to the Client every two (2) weeks. If the Client wishes to raise any dispute in respect of the Timesheet, it must do so in writing the Company within two (2) Business Days of receipt;
  7. provided the Client has not raised any disputes in respect of the Timesheet in accordance with clause 8.2(f), the Company shall issue the invoice to the Client based on the duration recorded in the Timesheet; and
  8. payment of the Company’s invoice shall be taken by way of direct debit in accordance with the DDIF and time for payment shall be of the essence.
    • Without prejudice to clause 8.2 above, if the Client or the Client’s nominated bank or building society stops or cancel the direct debit payment, for any reason whatsoever, during any period of these Terms and Conditions, without prejudice to any other right or remedy the Company may have, the Client shall be liable to make immediate payment to the Supplier of the remaining balance of the Usage Based Billing charges.
    • The Company reserves the right to increase its fees on an annual basis in line with the percentage increase in the Retail Prices Index in the preceding 12-month period. The Company shall provide the Client with at least one weeks’ notice of any intention to increase its fees in accordance with this clause 8.5. If the Client does not agree with increase to the fees, the Client may terminate these Terms and Conditions by providing the Company with two weeks’ prior written notice. On termination of these Terms and Conditions clause 13 shall apply.
    • All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Client, the Client shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
    • If the Client fails to make payment to the Company under the Contract by the due date, then, without limiting the Company’s remedies under clause 12 and/or any other remedy the Company may have at law, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
  9. Intellectual property rights
    • All Intellectual Property Rights in or arising out of or in connection with the Services and the Platform (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Company.
    • The Client grants the Company a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Company for the term of the Contract for the purpose of providing the Services to the Client.
  10. Data protection
    • Both Parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove, or replace, a Party’s obligations or rights under the Data Protection Legislation. In this clause 10, Applicable Laws means (for so long as and to the extent that they apply to the Company) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the Data Protection Legislation from time to time in force in the UK and any other law that applies in the UK.
    • The Parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and the Company is the processor.
    • Without prejudice to the generality of clause 10.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Company for the duration and purposes of the Contract.
    • Without prejudice to the generality of clause 1, the Company shall, in relation to any personal data processed in connection with the performance by the Company of its obligations under the Contract:
      1. process that personal data only on the documented written instructions of the Client unless the Company is required by Applicable Laws to otherwise process that personal data. Where the Company is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Company shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Company from so notifying the Client;
      2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
      3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
      4. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
        • the Client or the Company has provided appropriate safeguards in relation to the transfer;
        • the data subject has enforceable rights and effective legal remedies;
        • the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
        • the Company complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
  • The Client consents to the Company appointing a third party processor of Personal Data under the Contract. The Company confirms that it has entered or (as the case may be) will enter with the third party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 10 and in either case which the Company confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Client and the Company, the Company shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this clause
  1. Limitation of liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    • The Company has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,00,000 (five million pounds) per claim. The limits and exclusions in this clause reflect the insurance cover the Company has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.
    • Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    • Subject to clause 2, the Company’s total liability to the Client shall not exceed the amount paid by the Client under the Contract. The Company’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
    • The Company has given commitments as to compliance of the Services in these Terms and Conditions. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    • This clause 11 shall survive termination of the Contract.
  2. Termination
    • Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the other Party if:
      1. the Client commits a material breach of any term of the Contract;
      2. the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. the Client suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the Client’s financial position deteriorates to such an extent that in the terminating Party’s opinion the other Party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • Without affecting any other right or remedy available to it, the Company may terminate the Contract with immediate effect by giving written notice to the Client if:
      1. the Client fails to pay any amount due under the Contract on the due date for payment; and/or
      2. there is a change of control of the Client.
    • Without affecting any other right or remedy available to it, the Company may suspend (rather than terminate) the supply of Services under the Contract or any other contract between the Client and the Company if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 2(b) to clause 12.2(d), or the Company reasonably believes that the Client is about to become subject to any of them.
  3. Consequences of termination
    • On termination of the Contract the Client shall pay, within 7 days of the Company’s invoice, all of the Company’s outstanding unpaid payments, invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client within 7 days of receipt.
    • Termination of the Contract shall not affect any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
  4. General
    • Force majeure. The Company, its HR Advisors and/or any Third Party shall not be in breach of the Contract nor liable for any delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
    • Assignment and other dealings.
      1. The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      2. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.


      1. Each Party undertakes that it shall not at any time during the Contract or any time following the termination of the Contract disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by clause 3(b).
      2. Each Party may disclose the other Party’s confidential information:
        • to its employees, officers, representatives, subcontractors, or advisers (including, in the case of the Company, any HR Advisors it engages) who need to know such information for the purposes of carrying out the Party’s obligations under the Contract. Each Party shall ensure that its employees, officers, representatives, subcontractors, or advisers to whom it discloses the other Party’s confidential information comply with this clause 3; and
        • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      3. Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under the Contract.
    • Entire agreement.
      1. The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
      2. Each Party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
      3. Nothing in this clause shall limit or exclude any liability for fraud.
    • Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
    • Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a Party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    • If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
      1. Any notice or other communication given to a Party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address notified by each Party to the other from time to time.
      2. Any notice or communication shall be deemed to have been received:
        • if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
        • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
        • if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    • Third party rights.
      1. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
      2. The rights of the Parties to rescind or vary the Contract are not subject to the consent of any other person.
    • Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
    • Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.