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BACKGROUND:

These Terms and Conditions, together with any and all other documents referred to herein, set out the terms under which Services are sold and provided by Us through this website, www.hrcircleuk.com (“Our Site”).  Please read these Terms and Conditions carefully and ensure that you understand them before ordering any Services from Our Site.  You will be required to read and accept these Terms and Conditions when ordering Services.  If you do not agree to comply with and be bound by these Terms and Conditions, you will not be able to order Services through Our Site.  These Terms and Conditions, as well as any and all Contracts are in the English language only.

1.    Definitions and Interpretation

1.1In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Contract”    means a contract for the purchase and sale of Services, as explained in Clause 8;
“Order”    means your order for the Services;
“Order Confirmation”    means our acceptance and confirmation of your Order;
“Services”    means the services which are to be provided by Us to you as specified in your Order (and confirmed in Our Order Confirmation); and
“We/Us/Our”    means HR Circle UK (which is owned and operated by Taylor HR Solutions Limited) whose trading address is 35 Verulam Road, Hitchin, Hertfordshire SG5 1QE.

2.    Information About Us

2.1Our Site, www.hrcircleuk.com, is owned and operated by Taylor HR Solutions Limited, registered in England under 06323360, whose registered address is 35 Verulam Road, Hitchin, Hertfordshire SG5 1QE.  Taylor HR Solutions VAT number is 920534353.              
2.2We are registered with the Information Commissioners Office.
2.3We conduct business in accordance with the professional standards laid down by the Code of Professional Conduct of the Chartered Institute of Personnel and Development (CIPD).

3.    Access to and Use of Our Site

3.1Access to Our Site is free of charge.
3.2It is your responsibility to make any and all arrangements necessary in order to access Our Site.
3.3Access to Our Site is provided “as is” and on an “as available” basis.  We may alter, suspend, or discontinue Our Site (or any part of it) at any time and without notice.  We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
3.4Use of Our Site is subject to our Website Terms of Use.  Please ensure that you have read them carefully and that you understand them.

4.    Registering for an Account

4.1In order to subscribe for Services you will need to register for an account.  
4.2When creating an account, the information you provide must be accurate and complete.  If any of your information changes it is your responsibility to ensure that your account is kept up to date.  We recommend that you choose a strong password for your account.  It is your responsibility to keep your password safe.  If you believe your account is being used without your permission, please contact us immediately at info@hrcircleuk.com. We will not be liable for any unauthorised use of your account.
4.3Any personal information provided in your account will be collected, used, and held in accordance with your rights and Our obligations under the law as set out in clause 16.
4.4Closing your account will result in the removal of your information.  Closing your account will also remove access to any areas of Our Site requiring an account for access.

5.    Services, Pricing and Availability

5.1We make all reasonable efforts to ensure that all general descriptions of the Services available from Us correspond to the actual Services that will be provided to you. However, please note that the exact nature of the Services may vary depending upon your individual requirements and circumstances.
5.2The Services We provide are based on Our many years’ experience and detailed knowledge.  Please note, We are not lawyers and in certain circumstances We may advise that you seek specialist employment law advice. This can be arranged through a partner service and would attract additional fees separate to this Contract for Our Services.
5.3The Services provided do not include visits to your site.  If any such site visit is required, it may be provided at an additional cost.
5.4You will be required to select the required Subscription Package (Service Level) when ordering Services.
5.5We neither represent nor warrant that all Services will be available at all times and cannot necessarily confirm availability until confirming your Order.
5.6We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online.  We reserve the right to change prices and to add, alter, or remove Services from time to time and as necessary.    Changes in price will not affect any Order that you have already placed.

6.    Orders – How Contracts Are Formed

6.1Our Site will guide you through the ordering process. Please ensure that you have checked your Order carefully before submitting it.
6.2No part of Our Site constitutes a contractual offer capable of acceptance.  Your Order constitutes a contractual offer that We may, at Our sole discretion, accept.  Our acknowledgement of receipt of your Order does not mean that We have accepted it.  Our acceptance is indicated by Us sending you an Order Confirmation by email following the successful set up of a direct debit by you.  Only once We have sent you an Order Confirmation will there be a legally binding contract between Us and you (“the Contract”).
6.3Order Confirmations shall contain the following information:
6.3.1    Confirmation of the Services ordered including full details of the main characteristics of those Services.
6.3.2    Fully itemised pricing for the Services ordered including, where appropriate, taxes and other additional charges;
6.4If We, for any reason, do not accept or cannot fulfil your Order, no payment shall be taken under normal circumstances.  If We have taken payment any such sums will be refunded to you as soon as possible and in any event within 7 days.
6.5You may change your Order by contacting Us at any time before We begin providing the Services.
6.6If you change your Order, We will confirm all agreed changes in writing.
6.7If you change your mind, you may cancel your Order or the Contract before or after We begin providing the Services subject to these Terms and Conditions.  For details of your cancellation rights, please refer to Clause 9.
6.8We may cancel your Order at any time before We begin providing the Services in the following circumstances:
6.8.1    The required personnel and/or required materials necessary for the provision of the Services are not available; or
6.8.2    An event outside of Our control continues for more than 30 days (please refer to Clause 14 for events outside of Our control).
6.9If We cancel your Order under sub-Clause 6.8 and We have taken payment any such sums will be refunded to you as soon as possible and in any event within 7 days.  If We cancel your Order, you will be informed by email and the cancellation will be confirmed in writing.

7.    Payment

7.1Payment for the Services will be payable by direct debit and set up when you subscribe.  Price and payment details will be confirmed in the Order Confirmation.  Your chosen payment method will be charged as indicated.
7.2Payments for Services will be either:
7.2.1    Monthly in advance by direct debit commencing on the date You subscribe and monthly thereafter, or
7.2.2    Annually in advance by direct debit commencing on the date You subscribe and annually thereafter.
7.3If you do not make any payment to Us within 30 days following the due date, We may charge you interest on the overdue sum at the rate of 2% per month.  Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment.  You must pay any interest due when paying an overdue sum.
7.4The provisions of Clause 7.3 will not apply if you have promptly contacted Us to dispute an invoice in good faith.  No interest will accrue while such a dispute is ongoing.

8.    Provision of the Services

8.1As required by law, We will provide the Services with reasonable skill and care, consistent with best practices and standards, and in accordance with any information provided by Us about the Services and about Us.  We will begin providing the Services on the date agreed when you make your Order (which We shall confirm in the Order Confirmation).
8.2Your subscription for Services will auto renew annually unless terminated in accordance with the provisions of clause 9.
8.3We will make every reasonable effort to provide the Services in a timely manner.  We cannot, however, be held responsible for any delays if an event outside of Our control occurs.  Please refer to Clause 14 for events outside of Our control.
8.4If We require any information or action from you in order to provide the Services We will inform you of this as soon as is reasonably possible. 
8.5If the information you provide or the action you take under Clause 8.4 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result.  If additional work is required from Us to correct or compensate for a mistake made as a result of delayed, incomplete or otherwise incorrect information or action that you have provided or taken, We may charge you a reasonable additional sum for that work.
8.6In certain circumstances, for example where there is a delay in you sending Us information or taking action required under Clause 8.4, We may suspend the Services (and will inform you of that suspension by email).
8.7In certain circumstances, for example where We encounter a technical problem, We may need to suspend or otherwise interrupt the Services to resolve the issue.  Unless the issue is an emergency that requires immediate action, We will inform you in advance by email before suspending or interrupting the Services.
8.8If you do not pay Us for the Services as required by Clause 7, We may suspend the Services until you have paid any and all outstanding sums due.  If this happens, we will inform you by email.  This does not affect Our right to charge you interest on any overdue sums under Clause 7.3.

9.    Termination

9.1You can terminate this Contract at any time during the first month and receive a full refund.  Thereafter, you or We can terminate this Contract:
9.1.1    For monthly subscriptions on 2 months’ written notice.
9.1.2    For annual subscriptions at the end of the 11th month of the current subscription.
9.2You or We can terminate immediately by giving written notice in the following circumstances:
9.2.1    The other party breaches the Contract in a material way and fails to remedy the breach within 30 days of being asked to do so in writing; or
9.2.2    The other party goes into liquidation or has a receiver or administrator appointed over their assets.
9.3Eligibility for refunds may vary according to the Services ordered.  You will be required to pay for Services supplied up until the date of termination (please note that this may include charges for preparatory work that We have undertaken where We have reasonably incurred costs).
9.4We may cancel immediately by giving you written notice if You fail to make a payment by the due date as set out in Clause 9.  This does not affect Our right to charge you interest on any overdue sums as set out in Clause 7.3.
9.5Upon any termination of this Contract Your access to the Services shall cease.

10.    Problems with the Services

10.1We always use reasonable endeavours to ensure that Our Services are trouble-free.  If, however, there is a problem with the Services please contact Us as soon as is reasonably possible via email to info@hrcircleuk.com    
10.2We will use reasonable endeavours to remedy problems with the Services as quickly as is reasonably possible and practical. 
10.3We will not charge you for remedying problems under this Clause 10 where the problems have been caused by Us, any of Our agents or sub-contractors, or where nobody is at fault.  If We determine that a problem has been caused by you, including your provision of incorrect or incomplete information, or taking of incorrect action, Clause 8.5 will apply, and We may charge you for the remedial work.

                       .

11.    Rights of Ownership 

11.1We warrant that all personnel, whether full-time employees or not, will be employed on terms that protect your intellectual property rights.
11.2We have a substantial body of intellectual property. This ‘underlying IP’ includes, but is not limited to, databases, analysis, reports, supplier and technology evaluations, policies and templates held both electronically and on paper. Your use of the Services does not transfer any of Our underlying IP to you under any circumstances. 
11.3Notwithstanding any payments received from you, all rights of ownership to all materials provided as part of the Services, or prepared by Us, whether written or not, shall remain our property – copyright and distribution rights are reserved by Us at Our sole discretion.
11.4This clause shall apply to all policies and templates and all presentation materials. It shall also apply to any audio or videotaping of any presentations made by Us or training materials used to support Our training sessions.

12.    Confidentiality

12.1Confidential Information includes all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing or as a result of using the Services, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
12.2As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract.
12.3Neither party will disclose the terms of this Contract to any third party other than its affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its affiliate, legal counsel or accountants will remain responsible for such affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section.
12.4The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

13.    Liability

13.1We provide information, advice and Services in good faith based upon information available at the time. We do not warrant the accuracy of information provided. It is for you to decide whether or not to accept Our advice when making management decisions. We advise that any data critical to a decision should be independently verified prior to being acted upon. We accept no liability for the consequences of the information opinions and advice given, whether direct or indirect.
13.2To the fullest extent permissible by law, we accept no liability to you or any user for any loss or damage, whether foreseeable or otherwise, 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) Our Site or the use of or reliance upon any Services provided via Our Site.
13.3We will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
13.4We are not liable under any circumstances for indirect, incidental, special, punitive, exemplary, or consequential damages.  In no event shall Our aggregate liability whether in contract, warranty, tort (including negligence, whether active, passive, or imputed), product liability, strict liability, or any other theory exceed the total amount paid for the Services hereunder.
13.5Nothing in these Terms and Conditions excludes or restricts Our liability for 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. 

14.    Events Outside of Our Control (Force Majeure)

14.1We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic, pandemic, or other natural disaster, or any other event that is beyond Our reasonable control.
14.2Where Force Majeure event outside either party’s control or influence causes such delay that the purpose of the Contract is wholly or significantly destroyed, either party shall be entitled in these circumstances to cancel the remaining portion of the Contract. In such circumstances you will not make any further payments of fees but there will be no refund of payments already made (including any payments for that part of the Contract that remains unfulfilled) and We will be entitled to recover any costs already incurred.

 
15.    Communication and Contact Details

15.1If you wish to contact Us with general questions or complaints, you may contact Us by telephone at 01462 511 100, by email at  info@hrcircleuk.com, or by post at HR Circle UK, Suite GF9, The Pixmore Centre, Letchworth, Hertfordshire, SG6 1JG.
15.2We always welcome feedback from Our Clients and, whilst We always use all reasonable endeavours to ensure that your experience as a client of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.

 
16.    How We Use Your Personal Information (Data Protection)

16.1All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
16.2For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Company Privacy Policy  here. 
16.3We reserve the right to use your company name in Our product marketing activities. This may include your company name as a client in Our publicity materials together with a general description of the Services being provided to you, no personal information will be used.  If you have any objection to such use please email us at info@hrcirle.com.


17.    Fair Usage Policy

17.1We operate a “fair use” policy: our Services are made available to subscribers providing you make fair use of it. 
17.2If usage is considered ‘unfair’ We will contact you before any suspension of Services to discuss alternative arrangements.
17.3Examples of ‘unfair’ usage include, but are not limited to, daily calls over a sustained period of time; use of Our content for companies other than the specified subscribed client; frequent calls from an undesignated contact; unreasonable demands for documents and time to process requests.

18.    Other Important Terms

18.1You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
18.2The 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.
18.3If 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.
18.4No 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.
18.5We may revise these Terms and Conditions from time to time in response to changes in relevant laws and other regulatory requirements.  If We change these Terms and Conditions at any time, We will give you at least 30 days’ written notice of the changes before they come into effect.

   
19.    Law and Jurisdiction

19.1These Terms and Conditions, 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.

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