Software as a Service (SaaS) Subscription Terms and Conditions
Software as a Service (SaaS) Subscription Terms and Conditions
The Supplier has developed a cloud-based software application, which it makes available to the Customer, on a monthly or
annual license subscription, for the purpose that the Customer uses the software with their Clients.
The Supplier has agreed to provide licences based on the selected subscription and the Customer has agreed to take and
pay for the Supplier's service subject to these terms and conditions.
1. Interpretation
1.1. The definitions and rules of interpretation in this clause apply in these Terms and Conditions:
Agreement: the legally binding agreement between the Supplier and the Customer, comprising of these Terms and
Conditions.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the
Customer to use the Software and the Documentation.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for
business.
Clients: end customers of the Customer.
Confidential Information: all confidential information (however recorded or preserved) disclosed by a party in connection
with the Software provided including but not limited to any information that would be regarded as confidential by a
reasonable business person relating to (i) the business, assets, affairs, customers, clients, suppliers, plans, intentions, or
market opportunities of the disclosing party; and (ii) the operations, processes, product information, know-how, designs,
trade secrets or software of the disclosing party; any information developed by the parties in the course of carrying out this
agreement and the parties agree that details of the Software, and the results of any performance tests of the Software, shall
constitute Supplier Confidential Information and Customer Data shall constitute Customer Confidential Information.
Customer Content: all text, information, data, executable code, images, audio or video material, in whatever medium or
form, inputted by the Customer, Authorised Users or the Supplier on the Customer's behalf as part of the Agreement.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the
purpose of using the Software or facilitating the Customer's use of the Software.
Documentation: the document made available to the Customer by the Supplier online via hrdiagnostics.co.uk or such other
web address notified by the Supplier to the Customer from time to time which sets out a description of the Software and the
user instructions for the Software.
Effective Date: the date that the Customer purchases and pays for the subscription via Stripe.
Effective Period: the monthly (30 days), 6 monthly (182 days) or annual (365 days) duration of the subscription.
Force Majeure Event: means events, circumstances or causes beyond the Supplier’s reasonable control, including, without
limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party),
failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious
damage, pandemic or epidemic, compliance with any law or governmental order, rule, regulation or direction, accident,
breakdown of plant or machinery, fire, flood, storm.
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Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies;
whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to
either the Customer or an Authorised User relating to security of network and information systems and security breach and
incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission
Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as
amended or updated from time to time.
Initial Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions for the
Initial Subscription Term.
Initial Subscription Term: the initial term of the Agreement commencing from the Services Start Date, for such period as is
purchased via Stripe (unless terminated earlier in accordance with the Agreement).
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Renewal Period: the period described in clause 14.1.
Services Start Date: the date when Services are first made available to the Customer.
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set paid via
Stripe.
Subscription Services: the subscription services provided by the Supplier to the Customer under these Terms and
Conditions via app.hrdiagnostics.co.uk or any other website notified to the Customer by the Supplier from time to time.
Subscription Term: has the meaning given in clause 14.1.
Support Services Policy: the Supplier’s policy for providing support in relation to the Software as made available at
hrdiagnostics.co.uk or such other website address as may be notified to the Customer from time to time.
User Subscriptions: the user subscriptions purchased by the Customer, which entitle Authorised Users to access and use
the Software and the Documentation in accordance with the Agreement.
Virus: any device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect
the operation of any computer software, hardware or network, any telecommunications service, equipment or network or
any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or
data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in
whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other
similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that
when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall
be interpreted accordingly.
1.2.Clause headings shall not affect the interpretation of these Terms and Conditions.
1.3. A reference to:
1.3.1.a person includes an individual, corporate or unincorporated body (whether or not having separate legal
personality) and that person's legal and personal representatives, successors or permitted assigns;
1.3.2.a company shall include any company, corporation or other body corporate, wherever and however
incorporated or established;
1.3.3.a statute or statutory provision is a reference to it as it is in force as at the date of the Agreement and shall
include all subordinate legislation made as at the date of the Agreement under that statute or statutory
provision; and
1.3.4.writing or written excludes faxes but includes e-mail.
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2. Grant of License
2.1. The Supplier hereby grants the Customer, subject to these Terms and Conditions, a non-exclusive and non-transferable
(except as set out in these Terms and Conditions) license to use the Software for its Clients use in connection with its
internal business operations, in accordance with the subscription package that the Customer has purchased -
https://hrdiagnostics.co.uk/pricing/
2.2. In relation to the Authorised Users, the Customer undertakes that:
2.2.1.the maximum number of Authorised Users that it authorises to access and use the Software and the
Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
2.2.2.any unused licences within the Effective Period will be forfeited. For example a monthly subscription
commencing on 1st of the month must use the allocated number of licences within that 30 day period as
licences won’t carry forward to the next Effective Period.
2.2.3.it will not allow or suffer any User Subscription to be used by more than one individual Customer;
2.2.4.each Authorised User shall keep a secure password for their use of the Software and Documentation and that
each Authorised User shall keep their password confidential;
2.2.5.it shall maintain a written, up-to-date list of current Authorised Users and provide such list to the Supplier on
written request at any time;
2.2.6.allow the Supplier or the Supplier’s designated auditor to audit the use of the Software in order to establish
the name and password of each Authorised User. Such audit shall be exercised with reasonable prior notice in
such a manner as not to substantially interfere with the Customer's normal conduct of business.
3. Restrictions
3.1. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of
the Software that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically
offensive or facilitates illegal activity, depicts sexually explicit images or promotes unlawful violence.
3.2. The Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the
Customer's access to any material that breaches the provisions of this clause 3.
3.3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and,
in the event of any such unauthorised access or use, promptly notify the Supplier.
4. Services
4.1. The Supplier shall, during the Subscription Term, provide the Software to the Customer on and subject to the terms of
the Agreement.
4.2. The Supplier shall apply the Customer Content to the Software. The Customer warrants that the Customer Content
does not infringe any applicable laws, regulations or third party rights.
4.3. The Supplier shall use commercially reasonable endeavours to make the Software available 24 hours a day, seven days
a week, except for:
4.3.1.planned maintenance carried out during the maintenance window of 8pm to 3am UK time; and
4.3.2.unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used
reasonable endeavours to give the Customer at least 2 hours’ notice in advance.
4.4.Upon receipt of the Initial Subscription Fees, the Supplier will contact the Customer to provide the Customer with the
information the Customer needs to access and use the Software.
4.5. The Supplier will, as part of the Services, provide the Customer with the Supplier's standard customer support services
as set out in the Supplier's Support Services Policy in effect at the time that the Services are provided. The Support
Services Policy can be found on https://hrdiagnostics.co.uk/legal/ The Supplier may amend the Support Services Policy
in its sole and absolute discretion from time to time.
4.6. The Customer acknowledges that the Services may not be able to be performed adequately where information provided
by the Customer to the Supplier is incomplete, incorrect, or misleading.
4.7. The Customer acknowledges that the Software has not been developed to meet the Customer’s individual requirements
and that it is therefore the Customer’s responsibility to ensure that the facilities and functions of the Software meet the
Customer’s requirements prior to committing to the Subscription Term.
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4.8. The Customer acknowledges that the Supplier may change or modify the Software and the Services from time to time.
The Supplier shall only be required to provide the Customer with reasonable notice of a change or modification in
advance if the change or modification is material (and does not extend or enhance the functionality or architecture of
the Software or Services) or may substantially adversely affect the Customer’s use of the Software or Services. In such
circumstances, “reasonable notice” shall be considered not less than 30 days. Following receipt of such notice, the
Customer shall have 14 days within which it can elect (by written notice) not to accept such change or modification.
5. Supplier's Obligations
5.1. The Supplier shall provide the Software substantially in accordance with the Agreement.
5.2. The Supplier's obligations shall not apply to the extent of any non-conformance which is caused by use of the Software
contrary to the Supplier's instructions, or modification or alteration of the Software by any party other than the Supplier
or the Supplier's duly authorised contractors or agents. If the Software does not conform with these Terms and
Conditions, the Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-
conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the
undertaking set out in the Agreement.
5.3. The Supplier does not warrant that:
5.3.1. the Customer's use of the Software will be uninterrupted or error-free; or
5.3.2.the Software or the information obtained through the Software will meet the Customer's requirements; or
5.3.3.the Software or the Software will be free from Vulnerabilities or Viruses; or
5.3.4.the Software will comply with any Heightened Cybersecurity Requirements.
5.4. The Supplier is 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 the Customer acknowledges that the
Software and Documentation may be subject to limitations, delays and other problems inherent in the use of such
communications facilities.
5.5. The Agreement shall not prevent the Supplier from entering into similar agreements with third parties or from
independently developing, using, selling or licensing documentation, products and/or Software which are similar to
those provided under the Agreement.
5.6. The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the
performance of its obligations under the Agreement.
5.7. The Supplier shall follow its archiving procedures for Customer Data by uploading to the cloud on a daily basis. In the
event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be
for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the
latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described
in this clause. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data
caused by any third party (except those third parties sub-contracted by the Supplier to perform Software related to
Customer Data maintenance and back-up for which it shall remain fully liable.
6. Customer's Obligations
6.1. The Customer shall provide the Supplier with all necessary co-operation in relation to the Agreement and all necessary
access to such information as may be required by the Supplier in order to provide the Service, including but not limited
to Customer Content, Customer Data, security access information and configuration software.
6.2. The Customer shall ensure that the Authorised Users use the Software and the Documentation in accordance with
these Terms and Conditions and shall be responsible for any Authorised User's breach of these Terms and Conditions.
6.3. The Customer shall ensure that its network and systems comply with the relevant specifications provided by the
Supplier from time to time; and be, to the extent permitted by law and except as otherwise expressly provided in this
agreement, solely responsible for procuring, maintaining and securing its network connections and
telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery
failures and all other loss or damage arising from or relating to the Customer's network connections or
telecommunications links or caused by the internet.
6.4. The Customer shall own all right, title and interest in and to all of the Customer Content and Customer Data that is
personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such
Customer Content and Customer Data.
6.5. The Customer shall, without affecting its other obligations under the Agreement, comply with all applicable laws and
regulations with respect to its activities under it.
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7. Charges and Payment
7.1. The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with the
subscription package purchased via Stripe.
7.2. The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details and
any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides its
debit/credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such debit/credit card:
7.2.1.on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
7.2.2.on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal
Period;
7.3. All amounts and fees stated or referred to in the Agreement:
7.3.1.shall be payable in pounds sterling;
7.3.2.are non-cancellable and non-refundable;
7.3.3.are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.
7.4. The Supplier shall be entitled to reasonably increase the Subscription Fees, the fees payable in respect of the additional
User Subscriptions purchased at the start of each Renewal Period, providing the Customer with 30 days’ notice of such
increase.
7.5. If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and
remedies of the Supplier:
7.5.1.the Supplier may, on no less than 5 Business Days’ notice to the Customer and without liability to the
Customer, disable the Customer’s password, account and access to all or part of the Software and the
Supplier shall be under no obligation to provide any or all of the Software while the invoice(s) concerned
remain unpaid; and
7.5.2.interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current
base lending rate of the Bank of England from time to time, commencing on the due date and continuing until
fully paid, whether before or after judgment.
8. Title
8.1. Save for the Customer Content, title, ownership and all rights (including without limitation intellectual property rights,
copyrights and trademarking rights) in and to the Software shall remain with the Supplier. Except for those rights
expressly granted in the Agreement, no other rights are granted, whether express or implied.
9. Proprietary Rights
9.1. Save for the Customer Content, the Customer acknowledges and agrees that the Supplier owns all intellectual property
rights in the Software and the Documentation. 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.
9.2. 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:
9.2.1.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
9.2.2.attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-
perceivable form all or any part of the Software or
9.2.3.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
9.2.4.use the Software and Documentation to provide Software to third parties; or
9.2.5.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 except the Authorised Users, or
9.2.6.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
9.2.7.introduce or permit the introduction of, any Virus or Vulnerabilities into the Software and Software of the
Supplier's network and information systems.
9.3. 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.
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10. Data Protection
10.1. The Supplier will process any Customer Data in accordance with its Data Processing Agreement, which can
be found on https://hrdiagnostics.co.uk/legal/.
11. Confidentiality
11.1. The provisions of this clause shall not apply to any Confidential Information that:
11.1.1. 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);
11.1.2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
11.1.3. 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;
11.1.4. the parties agree in writing is not confidential or may be disclosed
11.2. Each party shall keep the other party's Confidential Information secret and confidential and shall not:
11.2.1. use such Confidential Information except for the purpose of exercising or performing its rights and
obligations under or in connection with the Agreement; or
11.2.2. disclose such Confidential Information in whole or in part to any third party.
11.3. 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.
11.4. 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.
11.5. On termination of the Agreement, each party shall:
11.5.1. 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;
11.5.2. erase all the other party's Confidential Information from computer and communications systems and
devices used by it
11.6. 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.
11.7. Except as expressly stated in the Agreement, no party makes any express or implied warranty or representation
concerning its Confidential Information.
11.8. The above provisions of this clause shall continue to apply after termination of the Agreement.
12. Indemnity
12.1. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses,
damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in
connection with the Customer's use of the Software and/or Documentation, provided that:
12.1.1. the Customer is given prompt notice of any such claim;
12.1.2. the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such
claim, at the Customer's expense; and
12.1.3. the Customer is given sole authority to defend or settle the claim.
12.2. The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's
use of the Software or Documentation in accordance with this agreement infringes any United Kingdom patent effective
as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify the
Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
12.2.1. the Supplier is given prompt notice of any such claim;
12.2.2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and
provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the
Supplier's expense; and
12.2.3. the Supplier is given sole authority to defend or settle the claim.
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12.3. In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the
Software, replace or modify the Software so that they become non-infringing or, if such remedies are not reasonably
available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or
obligation to pay liquidated damages or other additional costs to the Customer.
12.4. In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent
that the alleged infringement is based on:
12.4.1. a modification of the Software or Documentation by anyone other than the Supplier; or
12.4.2. the Customer's use of the Software or Documentation in a manner contrary to the instructions given to the
Customer by the Supplier; or
12.4.3. the Customer's use of the Software or Documentation after notice of the alleged or actual infringement
from the Supplier or any appropriate authority; or
12.4.4. the Customer's breach of the Agreement.
12.5. The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's entire obligations
and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.
13. Limitation of liability
13.1. Except as expressly and specifically provided in the Agreement:
13.1.1. the Customer assumes sole responsibility for results obtained from the use of the Software and the
Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no
liability for any damage caused by errors or omissions in any Customer Data, information, instructions or
scripts provided to the Supplier by the Customer in connection with the Software, or any actions taken by the
Supplier at the Customer's direction;
13.1.2. the Supplier shall have no liability for the breach of Customer Data;
13.1.3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or
common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and
13.1.4. the Software and the Documentation are provided to the Customer on an "as is" basis.
13.2. The Supplier shall have no liability for any:
13.2.1. loss of profits,
13.2.2. loss of business,
13.2.3. wasted expenditure,
13.2.4. depletion of goodwill and/or similar losses,
13.2.5. loss or corruption of data or information, or
13.2.6. any special, indirect or consequential loss, costs, damages, charges or expenses; and
13.3. The Supplier's total aggregate liability to the Customer in respect of all breaches of duty occurring within any
contract year shall not exceed 100% of the total Subscription Fees paid in the contract year in which the breaches
occurred. A contract year means a 12 month period commencing on the Effective Date or any anniversary of it.
13.4. References to liability in this clause include every kind of liability arising under or in connection with this agreement
including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.5. Nothing in the Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of
the Supplier’s Intellectual Property Rights.
14. Term and Termination
14.1. The Agreement shall, unless otherwise terminated, commence on the Effective Date and shall continue for the
Initial Subscription Term and, thereafter, the Agreement shall be automatically renewed for a period equivalent to the
Initial Subscription Term (each a Renewal Period) unless:
14.1.1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial
Subscription Term or any Renewal Period, in which case the Agreement shall terminate upon the expiry of the
applicable Initial Subscription Term or Renewal Period; or
14.1.2. otherwise terminated in accordance with the provisions of the Agreement,and the Initial Subscription Term
together with any subsequent Renewal Periods shall constitute the Subscription Term.
14.2. Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate
effect by giving written notice to the other party if:
14.2.1. the other party fails to pay an amount due under this agreement on the due date for payment and remains
in default not less than 30 days after being notified in writing to make such payment;
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14.2.2. the other party commits a material breach of any term of this agreement and (if such breach is remediable)
fails to remedy that breach within a period of 30 days after being notified in writing to do so;
14.2.3. the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or
action towards its entering bankruptcy, administration, provisional liquidation or any composition or
arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency
Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of
companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with
a similar effect
14.2.4. the other party suspends or ceases, or threatens to suspend or cease, carrying on business; or
14.2.5. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to
give effect to the terms of this agreement is in jeopardy; or
14.2.6. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical),
is incapable of managing their own affairs or becomes a patient under any mental health legislation.
14.3. On termination of the Agreement for any reason:
14.3.1. all licences granted under the Agreement shall immediately terminate and the Customer shall immediately
cease all use of the Software and/or the Documentation;
14.3.2. the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the
Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written
request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier
shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its
receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges
outstanding at and resulting from termination (whether or not due at the date of termination). The Customer
shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
14.3.3. 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 agreement which existed at or before the
date of termination shall not be affected or prejudiced.
14.4. If the Agreement is terminated prior to the end of the Initial Term or any Renewal Term, other than for breach by the
Supplier under clause 14.2, all fees payable up to the end of the Initial Term or any Renewal Term and all other fees due
and payable to the Supplier under the Agreement shall be immediately due and payable to the Supplier.
15. Force Majeure
15.1. 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.
16. Notices
16.1. Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:
16.1.1. 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
16.1.2. sent by email to tania@hrdiagnostics.co.uk (or an address substituted in writing by the party to be served):
16.2. Any notice shall be deemed to have been received:
16.2.1. if delivered by hand, at the time the notice is left at the proper address;
16.2.2. 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
16.2.3. 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.
16.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where
applicable, any arbitration or other method of dispute resolution.
17. Assignment
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17.1. The Customer shall not, without the prior written consent of the Supplier, 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
Agreement.
17.2. The Supplier may at any time:
17.2.1. subcontract any or all of its rights and obligations under the Agreement, provided that it shall be
responsible for the acts and omissions of its sub-contractors as if they were the acts and omissions of the
Supplier; and
17.2.2. subject always to clause 17.2(a), assign, mortgage, charge, delegate, declare a trust over or deal in any
other manner with any or all of its rights and obligations under the Agreement.
18. Entire agreement
18.1. 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.
18.2. 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.
18.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement
based on any statement in the Agreement.
18.4. Nothing in this clause shall limit or exclude any liability for fraud.
19. General
19.1. No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised
representatives).
19.2. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any
subsequent right or remedy.
19.3. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other
right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
19.4. Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in
addition to, and not exclusive of, any rights or remedies provided by law.
19.5. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be
deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
19.6. If any provision or part-provision of the Agreement is deemed deleted the parties shall negotiate in good faith to
agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the
original provision.
19.7. Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise
either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or
otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the
assumption of any obligation or liability and the exercise of any right or power).
19.8. The Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of the Agreement.
19.9. The 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.
19.10. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any
dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-
contractual disputes or claims).