End User License Agreement

This End User License Agreement ("EULA") is a binding legal agreement between you, as an individual or entity,

and HR Diagnostics Ltd. By using this application (the "Software"), you agree to be bound by the terms of this

EULA. If you do not agree to this EULA, do not use the Software. You agree that use of the Software signifies that

you have read, understood, and agree to be bound by this EULA.

For clarification, HR Diagnostics accessed through the Software, or otherwise, is also subject to the Privacy Policy

and Cookie Policy, as detailed on the legal page of the HR Diagnostics website https://hrdiagnostics.co.uk/legal/.

Additional terms may apply to specific features. The Software is provided to you under this EULA solely for your

businesses use.

Description of Software

The Supplier has developed a cloud-based software application, which it makes available to the Customer i.e. the

HR Consultancy business for the purpose that the Customer uses the software with their Clients.

Grant of License

HR Diagnostics hereby grants you, subject to the terms and conditions of this EULA, a non-transferable license to

use the Software for your business use. You will have access to one license, which can be used by multiple users

under the one login credentials. You may download and share the Diagnostic Reports as these are bespoke to your

organisation.

Title

Title, ownership and all rights (including without limitation intellectual property rights, copyrights and trademarking

rights) in and to the Software shall remain with HR Diagnostics. Except for those rights expressly granted in this

EULA, no other rights are granted, whether express or implied.

Proprietary Rights

The Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade

secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of

the Software or the Documentation.

The Customer shall 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 these Terms and Conditions:

• attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download,

display, transmit, or distribute all or any portion of the Software and Documentation in any form or media

or by any means; or

• attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-

perceivable form all or any part of the Software or

• access all or any part of the Software and Documentation in order to build a product or service which

competes with the Software or the Documentation; or

• use the Software and Documentation to provide Software to third parties; or

• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit,

or otherwise make the Software and Documentation available to any third party

• attempt to obtain, or assist third parties in obtaining, access to the Software and Documentation, other

than as provided under these Terms and Conditions; or

• introduce or permit the introduction of, any Virus or Vulnerabilities into the Software and Software of the

Supplier's network and information systems.

The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any

action or claim that the Customer Content infringe the intellectual property rights of a third party.

Copyright Notice

The software including any images, graphics photographs, animation, video audio music and text incorporated in

the software is owned by HR Diagnostics and is protected by England and Wales copyright laws and intellectual

property provisions. The copying of the software, any portion of the software, or any of the printed materials

accompanying the software is strictly prohibited by such laws and treaty provisions.

Data Protection

The Supplier will process any Customer Data in accordance with its Data Processing Agreement, which can be

found on https://hrdiagnostics.co.uk/legal/.

Confidentiality

The provisions of this clause shall not apply to any Confidential Information that:

• is or becomes generally available to the public (other than as a result of its disclosure by the receiving

party or its Representatives in breach of this clause);

• was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;

• was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the

receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or

otherwise prohibited from disclosing the information to the receiving party;

• the parties agree in writing is not confidential or may be disclosed

Each party shall keep the other party's Confidential Information secret and confidential and shall not:

• use such Confidential Information except for the purpose of exercising or performing its rights and

obligations under or in connection with the Agreement; or

• disclose such Confidential Information in whole or in part to any third party.

A party may disclose Confidential Information to the extent such Confidential Information is required to be

disclosed by law, by any governmental or other regulatory authority of competent jurisdiction provided that, to the

extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and,

where notice of disclosure is not prohibited and is given in accordance with this clause it takes into account the

reasonable requests of the other party in relation to the content of such disclosure.

Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's

Confidential Information other than those expressly stated in the Agreement are granted to the other party, or to be

implied from the Agreement.

On termination of the Agreement, each party shall:

• destroy or return to the other party all documents and materials (and any copies) containing, reflecting,

incorporating or based on the other party's Confidential Information;

• erase all the other party's Confidential Information from computer and communications systems and

devices used by it

No party shall make, or permit any person to make, any public announcement concerning the Agreement without

the prior written consent of the other parties, except as required by law, any governmental or regulatory authority

(including, without limitation, any relevant securities exchange), any court or other authority of competent

jurisdiction.

Except as expressly stated in the Agreement, no party makes any express or implied warranty or representation

concerning its Confidential Information.

The above provisions of this clause shall continue to apply after termination of the Agreement.

Restrictions

You understand and agree that you shall only use the Software in a manner that complies with any and all

applicable laws in the jurisdictions in which you use the Software. Your use shall be in accordance with applicable

restrictions concerning privacy and intellectual property rights.

You understand that HR Diagnostics does not include any additional regulatory requirements that pertain to

organisations with legal employment obligations they must meet in terms of their industry regulations and

standards (for example but not limited to regulatory requirements set by Ofsted, Care Quality Commission,

Charity Commission, Financial Conduct Authority to name a few).

You understand that the HR Diagnostic Software is only valid for use in England and Wales.

You may not:

• Create derivative works based on the Software

• Use the Software for any purpose other than as described herein

• Sublicense, copy or reproduce the Software

• Sell, assign, license, disclose, distribute or otherwise transfer or make available the Software or any

copies of the Software in any form to any third parties;

• Alter, translate, decompile, reverse assemble or reverse engineer the Software, or attempt to do any of

the foregoing, except to the extent this prohibition is not permitted under an applicable law; or

• Remove or alter any proprietary notices or marks on the Software

• use the HR diagnostic platform in an unlawful fraudulent or harmful way

• send spam or other unwanted communications

• upload content with viruses or other harmful code or which you don't have the rights to use

• reverse engineer or otherwise try to derive the HR diagnostics source code or related technology

• interfere with the HR diagnostics operation, placing unreasonable load on it, or otherwise use it in a way

that could damage it

• use our diagnostic trademark or any of our other brands logos or trademarks

Suspension

We can suspend your access to the HR diagnostic platform and our services without notice if we suspect that

you're using them in breach of this EULA.

External sites

As we don't have any control over third party websites that might be linked from the dashboard, we aren't

responsible for and we don't endorse anything on them. You should make your own judgement about them

including their privacy policy and the purchase of any products through them.

Personal Information and Privacy

Our handling of personal information we collect through the HR Diagnostics Software is governed by our Privacy

Policy. Through licensing via your HR Consultancy provider, HR Diagnostics has no access to your personal data

as an end user. This includes but is not limited to your company name, directors details, employee details or any

other information pertaining to your business.

By accepting this EULA you confirm that you have read, understood and accepted our Privacy Policy and Cookies

Policy, which can be found at https://hrdiagnostics.co.uk/legal/.

No Warranty

HR Diagnostics does not warrant that the functions contained in the software will meet all requirements or needs

you may have, or that the software will operate error free, or in an uninterrupted manner, or that any defects or

errors will be corrected, or that the software is fully compatible with any particular platform.

The software is offered on an “As-is” basis and no warranty, either express or implied, is given.

Modify Software

HR Diagnostics may modify the Software and this EULA without notice.

Maintenance and Support

Sometimes you may not be able to access and use our software or services due to events outside our control

including technical issues or security threats. We'll let you know as soon as we can and take all steps that we

reasonably can to minimise the interruption brackets but we won't be responsible to you if that happens.

Indemnification

To the fullest extent permitted by law, you agree to indemnify and otherwise hold harmless HR Diagnostics and its

officers and employees from any direct, indirect, incidental, special, consequential or exemplary damages arising

out of, relating to, or resulting from your use of the Software or any other matter relating to the Software.

Limitation of Liability

You expressly understand and agree that HR Diagnostics and its officers or employees shall not be liable for any

direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for

loss of profits, goodwill, use, data or other intangible losses (even if HR Diagnostics has been advised of the

possibility of such damages), arising out of or in connection with your use of HR diagnostics.

You also expressly understand and agree that HR Diagnostics shall not be liable for any incorrect or inaccurate

employment law or HR information or advice provided by the HR Consultancy provider, as a result of yours or their

use of the HR Diagnostics software. The contractual agreement between the HR Consultancy Provider and the

end user is governed by your own mutual terms of business and have no bearing on the software provided by HR

Diagnostics.

End users are advised to conduct their own due diligence and assessment before engaging with any HR

Consultancy provider. This includes reviewing professional indemnity insurance documentation, qualifications,

references and any other pertinent information to ensure the HR Consultancy provider meets your specific needs,

expectations and standards.

Third Party Terms of Agreement

You must comply with any other applicable third party terms of agreement when using the HR diagnostic platform

including your HR Consultants Terms of Business.

Right to Terminate

Without affecting any other right or remedy available to it, the Customer may terminate the Agreement with

immediate effect by contacting their HR Consultant and requesting their account to be removed from the system.

Force Majeure

The Supplier shall not be in breach of the Agreement or otherwise liable for any failure or delay in the performance

of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such

obligations shall be extended accordingly. If the period of delay or non-performance continues for six (6) weeks,

the party not affected by the Force Majeure Event may terminate the Agreement by giving written notice to the

affected party.

Entire agreement

The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all

previous and contemporaneous agreements, promises, assurances and understandings between them, whether

written or oral, relating to its subject matter.

Each party acknowledges that in entering into the Agreement 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 Agreement.

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement

based on any statement in the Agreement.

Nothing in this clause shall limit or exclude any liability for fraud.

Governing Law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation

(including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of

England and Wales.

© HR Diagnostics Limited (2025) All rights reserved and asserted under CDPA 1988