HRS Software Ltd Subscription Service Agreement
HRS Software Subscription Service Agreement
This is the Service Agreement for the use of HRS Software Limited products (“HRS”).
In this Agreement “we” and “us” means HRS Software Limited of Hadrian House, Beaminster Way East, Newcastle upon Tyne, NE3 2ER.
By completing and submitting the online registration form and/or accessing our software you represent either:
- If you are using the service as an individual that you are over the age of 18 to register for the service; or
- if you are registering your company to use the service that you have authority to enter into this Agreement on behalf of your company.
If you are entering into this Agreement on behalf of your company, the Term “you” in this Agreement means your company and all of its employees.
You are agreeing to all the terms of this Subscription Service Agreement (“Agreement”)
Terms and Conditions
- Formation of Contract
1.1 This Agreement together with the terms set out in the Activation Invoice (“Activation Invoice”) supplied by us to you and accepted by you when making the payment to us requested in the Activation Invoice, constitute the contract between you and us (“Contract”).
1.2 Both parties agree that the Contract is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications to the Contract must be in writing signed by both parties, except as otherwise provided herein.
2.1 HRS consists of a service which involves the provision of a virtually hosted interface (where appropriate), data encryption, data transmission, data access, contact management software and data storage.
2.2 We will provide HRS on and subject to the terms of this Agreement.
2.3 We will use commercially reasonable endeavours to make HRS available 24 hours a day, seven days a week, except for:
- planned maintenance carried out during the maintenance window of 8.00 pm to 8.00 am UK time; and
- unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance.
2.4 For the purpose of this Agreement “Normal Business Hours” means the hours of 9am to 5pm Monday to Friday except for public holidays.
2.5 We will, as part of HRS and at no additional cost, provide you with our standard customer support services during Normal Business Hours in accordance with our Support SLA Document in effect at the time that the HRS is provided. We may amend the Support SLA Document in our absolute discretion from time to time. You may purchase enhanced support services or additional training separately at our then current rates.
2.6 We will provide HRS with reasonable skill and care, but we do not warrant that your use of HRS will be uninterrupted or error-free; nor that HRS and/or the information obtained by you through HRS will meet your requirements; and we are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that HRS may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
2.7 We will inform you of any significant changes to HRS or to the terms and conditions of this Agreement that we may make from time to time.
- Use of HRS
3.1 We grant to you subject to the terms and conditions of this Agreement, a non-sub licensable, non-exclusive and non-transferable licence to permit the authorised number of users to use HRS, in object code form only, and only in accordance with the applicable end user documentation, if any, and solely in conjunction with this Agreement.
3.2 The number of authorised users shall be determined by the purchase by you of individual subscriptions as set out in the Activation Invoice. You agree that the maximum number of users permitted to use HRS shall not exceed the number of user subscriptions you have purchased from time to time. You further agree that you will not allow any user subscription to be used by more than one individual authorised user. Each authorised user shall keep a secure password for their use of HRS, and we recommend such password should be changed no less frequently than monthly. Each authorised user shall keep their password confidential. You will maintain a written, up to date list of current authorised users and provide such list to us within 5 business days of our written request at any time or times.
3.3 . You shall permit us or our designated auditor to audit your use of HRS in order to establish the name and password of each authorised user and our data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business;
3.4 if any of the audits referred to in clause 3.3 reveal that any password has been provided to any individual who is not an authorised user then without prejudice to the our other rights, you shall promptly disable such passwords and the you shall not issue any new passwords to any such individual; and
3.5 In the event that any such audit determines that more persons have been using HRS than the number of authorised users for which you have paid us, then without prejudice to our other rights and remedies, you shall pay us an amount equal to such underpayment, as calculated in accordance with our Subscription Fees at the date of audit.
3.6 You will not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of HRS in any form or media or by any means; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of HRS; or
(c) access all or any part of HRS in order to build a product or service which competes with HRS; or
(d) use HRS and/or any appropriate end user documentation to provide services to third parties; or
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make HRS available to any third party except the authorised users, or
(f) attempt to obtain, or assist third parties in obtaining, access to HRS.
3.7 You must use all reasonable endeavours to prevent any unauthorised access to, or use of, HRS, and in the event of any such unauthorised access or use, promptly notify us.
3.8 You acknowledge and agree that we own all worldwide intellectual property rights in HRS including any portions or copies thereof and any improvements or modifications made by you or your associates in breach of clause 3.6, and all rights therein. You agree that you will, and will procure that any associate of yours will, sign any agreement that we require you to sign to ensure that any improvements or other modifications or other rights in and relating to HRS are absolutely owned by us.
3.9 Upon termination of this Agreement for any reason, the licence granted pursuant to clause 3.1 will terminate, and you, and any user accessing HRS by means of a company account, if applicable, will cease to use or have access to HRS.
3.10 Under this Agreement you shall:
- provide the us with:
- all necessary co-operation in relation to this Agreement; and
- all necessary access to such information as may be required by us,
in order to provide HRS , including but not limited to customer data, security access information and configuration services;
- without affecting your other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
- carry out all other responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
- ensure that the authorised users use the HRS and the documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any authorised user’s breach of this Agreement;
- obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under this Agreement, including without limitation the HRS;
- ensure that its network and systems comply with the relevant specifications provided by us from time to time; and
- be solely responsible for procuring and maintaining its network connections and telecommunications links from our systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
4.1 You must not access, store, distribute or transmit any viruses, or any material during the course of its use of HRS that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
- causes damage or injury to any person or property;
and we reserve the right, without liability to you, to disable your access to any material that breaches the provisions of this clause.
4.2 You hereby agree to defend, indemnify and hold us blameless against any claim or action that arises from your use of HRS in an unlawful manner or in any manner inconsistent with the restrictions and policies stated herein.
5.1 Our policy is to respect the privacy of our users. We may provide information such as your name, address, and credit card number to organizations (such as credit verification and billing services) to ensure that we receive proper payment for our services. We will not share, rent, sell, or trade personal information (including e-mail addresses) that identifies our customers or users to third parties. We will not share, rent, sell, or trade data contained in your account.
5.2 However, we may use this information to contact you to ensure that you are satisfied with HRS and our performance, learn about any ideas you may have to improve our offerings, call your attention to additional offerings or services we provide, and communicate other information that we believe will be useful. In addition, we may share e-mail address and other information required to ensure that our channel partners and contractors can provide services and support subscribed to by you.
- Data Processing
6.1 You own all rights, title and interest in and to all of the data which you upload and store within HRS and have sole responsibility for the legality, reliability, integrity, accuracy and quality of that data.
6.2 We will follow our archiving procedures for your data as set out in our Back-Up Policy available at such website address as may be notified to you from time to time, as such document may be amended by us in our sole discretion from time to time. In the event of any loss or damage to that data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up of such data maintained by us in accordance with the archiving procedure described in our Back-Up Policy. We will not be responsible for any loss, destruction, alteration or disclosure of data caused by any third party (except those third parties sub-contracted by us to perform services related to data maintenance and back-up).
6.3 To the extent that we process personal data on your behalf whilst performing our obligations under this Agreement, both parties will comply with all applicable requirements of UK data protection legislation in force from time to time. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations under the data protection legislation.
6.4 The parties acknowledge that:
(a) if we process any personal data on your behalf when performing our obligations under this Agreement, you shall be the data controller and we will be a data processor and in any such case (where data controller and data processor have the meanings as defined in the data protection legislation).
(b) Schedule 1 sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.
6.5 Without prejudice to the generality of clause 6.3, you shall ensure that you have all necessary and appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of this Agreement, so that we may lawfully use, process and transfer the personal data in accordance with this Agreement on your behalf.
6.6 Without prejudice to the generality of clause 6.3, we shall in relation to any personal data processed in connection with our performance of our obligations under this Agreement:
- process that data only on your written instructions unless we are required by the laws of the UK or any member of the European Union or by the laws of the European Union applicable to us to process Personal Data (Applicable Laws). Where we are relying on laws of a member of the European Union or European Union law as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifyingyou;
- not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
- there are appropriate safeguards in relation to the transfer;
- the data subject has enforceable rights and effective legal remedies;
- we comply with our obligations under the data protection legislation by providing an adequate level of protection to any personal data that is transferred; and
- we comply with reasonable instructions notified to it in advance by you with respect to the processing of the personal data;
- assist you , at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the data protection legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify you without undue delay on becoming aware of a personal data breach;
- at your written direction , delete or return personal data and copies thereof to you on termination of the Agreement unless required by Applicable Law to store the personal data; and
- maintain complete and accurate records and information to demonstrate our compliance with this clause.
6.7 Each party shall ensure that it has in place appropriate technical and organisational measures, 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).
6.8 We operate a Fair Use Policy in connection with data storage enabling reasonable storage in relation to the business practices of any individual client and revenue we receive for the service. We do not impose any set storage limits and ask that you do not abuse this policy. HRS is not to be used as a repository for bulk storage from other internet sources such as Job boards or CV databases. We reserve the right to charge additional storage fees or suspend accounts if this policy is abused.
6.9 We provide a bulk import interface enabling a swift free self-service import facility for your data. You are responsible for the loading of your data, its quality and integrity. Any expertise required to correct errors in data entry will attract charges to correct these at our standard rates. We do not as part of this Agreement provide a managed data import or data migration service as part of HRS.
- Bulk Email
7.1 We provide an e-mail service. You are responsible for all content sent via email. We cannot and will not be held responsible for any issues, complaints or blacklisting that arise from using this functionality or any abuse of the system.
- Provision of Contact Information and Billing
8.1 You will pay to us the Subscription Fees for the user subscriptions in respect of the number of authorised users set out in the Activation Invoice, in accordance with this clause.8.2 You will on registering to use HRS complete an online direct debit mandate via “gocardless” or provide to us valid up-to-date and complete credit or debit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide your credit or debit card details to us, you hereby authorise us to bill such credit or debit card for the amounts set out in 8.3 below.8.3 On the date of registering to use HRS you will pay to us the subscription fees payable in respect of the initial 1 month from that date, and on the same date of subscription in each subsequent month you will pay the subscription fees to us. You agree to be committed to this contract for an initial 12 month term and we will provide you with an invoice in respect of each such payment.8.4 If we have not received any payment within 7 days after the due date, and without prejudice to any of our other rights and remedies:
- we may, without liability to you, disable your password, account and access to all or part of HRS and we shall be under no obligation to provide access to any or all of HRS while the invoice(s) concerned remain unpaid; and
- interest shall accrue on such due amounts at an annual rate equal to 3% above the then current base lending rate of Barclays Bank at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.5 All amounts and fees stated or referred to in this Agreement:
- shall be payable in pounds sterling;
- are non-cancellable and non-refundable;
- are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
- are exclusive of any expenses incurred in relation to onsite training, which shall beinvoiced separately.
9.1 Prices are guaranteed for the period of 12 months from the date on which you make the initial payment to us required by the Activation Invoice.
9.2 If HRS is not used within the period of time for which payment has been made, that time may not be carried over into any subsequent period. You remain responsible for payments for any unused period.
9.3 All prices are subject to VAT at the applicable rate.
- Publicity and Marketing
10.1 By becoming a user of HRS you agree that we may, at our discretion, issue a press release announcing the use of HRS by you. As of the date of registration to use HRS, you hereby grant us the right to refer to your use of HRS, along with your logo, on the customers section of our websites (www.gethrs.comand www.HRSSoftware.com) until such time as:
(a) this Agreement is terminated or;
(b) you discontinue your use of HRS.
- Job Posting
11.1 If you are operating as an employment agency or an employment business (as defined by the Employment Agencies Act 1973 (‘the Act’)) it is your responsibility to ensure that advertisements you place via HRS to your website or any third party job boards comply with your obligations under the Act and Conduct of Employment Agencies and Employment Businesses Regulations 2004 and/or any other acts or parliament or legislation (“Legislation”) that apply. You agree to comply with the Act and other Legislation as they affect the conduct of your business and the advertisements you place on your website and these job boards.
12.1 Subject to clause 12.2, this Agreement is for a minimum 12-month term (“Initial Term”). If you wish to cancel the Agreement before the end of 12 months, you will still be liable to pay fees for the full 12 months. After the Initial Term (unless either party requests termination of the Agreement by giving at least thirty (30) days’ notice before the end of the Initial Term), this Agreement will automatically extend for a further 12-month term. At this point, if you wish to terminate the Agreement before the end of the 12-month term, you will still be liable to pay fees for the full 12-month term. Following on from the 12-month term, (unless either party requests termination of the Agreement by giving at least thirty (30) days’ notice before the end of the 12-month term), this Agreement will automatically extend for a further 12-month term and will continue to do so on each anniversary of the start of the Initial Term, unless either party requests termination of the Agreement by giving at least thirty (30) days’ notice before the end of the then current 12-month.
12.2 Termination of this Agreement will only be acknowledged by HRS Software if notice of termination has been given in writing by sending an official email to email@example.com. Any other notices of termination of this Agreement will not be acknowledged by HRS Software and as such the request will be deemed null and void.
12.3 In the event that you are in material breach of your obligations under this Agreement we may terminate this Agreement immediately on providing notice in writing.
12.4 We will delete archived data, but will not do so until ninety (90) days after the termination of this Agreement.
12.5 Upon expiration or termination of this Agreement:
- all licences granted under this Agreement shall immediately terminate and you will immediately cease all use of the HRS and any applicable end user documentation;
- you are entitled to retrieve a back-up of your data, subject to your then outstanding fees being paid; and
- any rights, remedies, obligations or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
12.6 The following provisions of this Agreement shall survive termination or expiration of this Agreement: Section 3.8 (regarding our ownership of HRS), 4, 8 (regarding payment obligations), 6, 11 and 12.
12.7 Notwithstanding clause 12.5 (c), if you are dissatisfied with HRS, the materials available on or through HRS, or with any of our terms and conditions, your sole and exclusive remedy is to discontinue using HRS.
13.Warranty and Disclaimer
13.1 HRS is provided “as is” without warranty of any kind, and we disclaim all warranties, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement. Some countries do not allow limitations on implied warranties, so the above limitation may not apply to you. We do not represent or warrant that HRS will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes it available, are free of viruses or other harmful components. Any material downloaded or otherwise obtained through the use of HRS is done at your risk and you will be solely responsible for any damage to your computer system or network, or loss of data that results from use of HRS.
- Limitation of Liability
14.1 Nothing in this Agreement shall limit or exclude our liability for (a) death or personal injury caused by our negligence or the negligence of our sub-contractors or (b) fraud or fraudulent misrepresentation.
14.2 Our total liability with respect for the subject matter of this Agreement (including, but not limited to, liability arising out of contract, tort, strict liability, breach of warranty or otherwise), will be limited to the fees paid by you to us for HRS under this Agreement in the 12 month period prior to the act of injury that gave rise to the liability. Neither we nor our licensors shall be liable in any event for loss or inaccuracy of data, loss of profits or revenue, or indirect, special, incidental or consequential damages (including, without limitation, the cost of any substitute procurement), whether or not foreseeable and even if we have been advised of the possibility of such damages.
- Force Majeure
We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
No variation of this agreement shall be effective unless it is in writing and signed by both parties (or out authorised representatives).
17.1 This Agreement is between us and you, and is not for the benefit of any third party, whether directly or indirectly (including, if applicable, any user accessing HRS by means of an account established by you). The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub licensable by you except with our prior written consent.
17.2 This Agreement will be governed by and construed in accordance with English law. You and we agree to submit to the exclusive jurisdiction of the courts located in England.
17.3 Both parties agree that any cause of action arising out of or related to HRS must commence within one (1) year after the cause of action arose or otherwise such cause of action will be permanently barred.
17.4 No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind us in any respect whatsoever.
17.5 All notices under this Agreement will be in writing and will be deemed to have been duly served, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
17.6 It is the express will of the parties that this Agreement and all related documents have been drawn up in English.