End User License Agreement

1. Application of this Agreement

This End User License Agreement (“EULA”) applies to any business (“Client”) accessing or using the HR Diagnostics platform as an end user through an intermediary HR Consultancy.

This EULA is a legally binding agreement between you (as an individual or legal entity) and HR Diagnostics Ltd. By accessing or using the HR Diagnostics application (the “Software”), you confirm that you have read, understood and agree to be bound by the terms of this EULA. If you do not agree, you must not use the Software.

Use of the Software is also subject to the HR Diagnostics Privacy Policy and Cookie Policy, available at https://hrdiagnostics.co.uk. Additional terms may apply to specific features. The Software is provided solely for your internal business use.

2. Definitions

“HR Diagnostics Ltd” means the licensor and supplier of the Software. “HR Consultancy” means the intermediary HR consultancy business providing access to the Software. “Client” means the end user business accessing and using the Software.

3. Description of the Software

HR Diagnostics has developed a cloud-based software application which it licenses to HR Consultancy businesses for use with their Clients to assess HR and employment law compliance.

4. Grant of Licence

Subject to this EULA, HR Diagnostics grants the Client a limited, non-exclusive and non-transferable licence to access and use the Software solely for the Client’s internal business purposes. Access is provided via a single licence which may be used by multiple users within the Client’s organisation under shared login credentials. The Client may download and internally share Diagnostic Reports that are bespoke to its organisation.

5. Account Security and Responsibility

The Client is responsible for maintaining the confidentiality and security of all login credentials used to access the Software, including where access is shared between multiple users. The Client accepts full responsibility for all activity carried out under its login credentials, whether authorised or unauthorised, and must promptly notify the HR Consultancy or HR Diagnostics of any suspected unauthorised access, misuse or security breach.

6. Ownership and Title

All right, title and interest in and to the Software, including all intellectual property rights, remain the exclusive property of HR Diagnostics Ltd. No rights are granted to the Client other than those expressly set out in this EULA.

7. Proprietary Rights and Restrictions

The Client must not copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute any part of the Software or Documentation. The Client must not decompile, reverse engineer or otherwise attempt to derive the source code of the Software, use the Software to develop or provide a competing product or service, make the Software available to any third party, remove or alter proprietary notices, or introduce viruses, malicious code or vulnerabilities into the Software or associated systems.

8. Client Content and Data Licence

The Client retains ownership of all data and content submitted to the Software. The Client grants HR Diagnostics a non-exclusive, worldwide licence to host, store, process, transmit and display such content solely for the purpose of providing, securing, maintaining and supporting the Software and related services.

The Client warrants that it has all necessary rights, permissions and lawful bases to upload and process such content within the Software.

9. Copyright Notice

The Software and all associated materials are protected by copyright and intellectual property laws of England and Wales. Unauthorised copying or distribution of the Software or its content is strictly prohibited.

10. Data Protection

HR Diagnostics processes data submitted to the Software in accordance with applicable data protection laws, including UK GDPR, and its Privacy Policy.

11. Confidentiality

Each party agrees to keep the other party’s confidential information confidential, except where such information becomes publicly available through no breach of this EULA, was lawfully known prior to disclosure, is lawfully disclosed by a third party without restriction, or is approved for disclosure in writing. On termination of this EULA, each party must return or destroy confidential information and cease its use. Confidentiality obligations survive termination.

12. Use Restrictions

The Client agrees to use the Software only in compliance with applicable laws and regulations. The Client must not use the Software for unlawful, fraudulent or harmful purposes, upload malicious content or spam, interfere with or overload the platform, or use HR Diagnostics branding or trademarks without prior written permission.

13. Suspension of Access

HR Diagnostics may suspend or restrict access to the Software without notice where it reasonably believes the Software is being used in breach of this EULA or in a manner that poses a security or legal risk.

14. External Websites

HR Diagnostics is not responsible for third-party websites linked from the Software and does not endorse their content. Access to third-party websites is at the Client’s own risk.

15. Privacy and Personal Information

HR Diagnostics processes data in accordance with its Privacy Policy. HR Diagnostics does not access Client data except where necessary to provide, secure, maintain and support the Software, or where required by law.

16. No Warranty

The Software is provided on an “as is” basis. HR Diagnostics makes no warranties that the Software will be uninterrupted, error-free or suitable for the Client’s specific requirements.

17. Changes to the Software

HR Diagnostics may update, modify or enhance the Software and this EULA from time to time. Continued use of the Software constitutes acceptance of any updated terms.

18. Maintenance and Availability

Access to the Software may occasionally be unavailable due to maintenance or technical issues. HR Diagnostics shall not be liable for any resulting downtime or loss of access.

19. Indemnification

The Client agrees to indemnify and hold harmless HR Diagnostics, its directors, officers and employees against losses, damages or claims arising from the Client’s breach of this EULA or misuse of the Software.

20. Limitation of Liability

HR Diagnostics shall not be liable for indirect, incidental or consequential losses, including loss of profits or data. The Software does not constitute HR or legal advice, and HR Diagnostics is not responsible for advice or services provided by the Client’s HR Consultancy.

21. Liability Cap

To the maximum extent permitted by law, HR Diagnostics’ total aggregate liability to the Client arising out of or in connection with this EULA shall not exceed five hundred pounds (£500) in any twelve (12) month period. Nothing in this EULA limits or excludes liability for fraud, death or personal injury caused by negligence, or any liability which cannot lawfully be limited.

22. Third-Party Terms and Fees

The Client acknowledges that access to the Software is provided via an HR Consultancy and that any fees, charges or payments payable by the Client in relation to the use of HR Diagnostics are agreed solely between the Client and the HR Consultancy.

HR Diagnostics is not a party to, and has no responsibility for, any commercial arrangement, pricing, invoicing, payment terms or fee disputes between the Client and the HR Consultancy. All such matters are governed exclusively by the terms agreed between the Client and the HR Consultancy.

23. Termination

The Client may request termination of access to the Software at any time by contacting its HR Consultancy. Upon termination, the Client’s right to use the Software will immediately cease.

24. Force Majeure

HR Diagnostics shall not be liable for failure or delay in performance caused by events beyond its reasonable control.

25. Entire Agreement

This EULA constitutes the entire agreement between the Client and HR Diagnostics relating to use of the Software and supersedes any prior agreements or understandings.

26. Governing Law and Jurisdiction

This EULA is governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

© HR Diagnostics Limited (2026). All rights reserved and asserted under CDPA 1988.