Software as a Service (SaaS)
Subscription Terms & Conditions

HR Diagnostics Ltd | Registered in England and Wales | Company No. 14830579 | VAT No. 508094101

Version: 2.0 | Effective 29 July 2026 | These Terms supersede all previous versions. These Terms and Conditions govern the subscription agreement between HR Diagnostics Ltd (the Supplier) and the HR consultant, outsourced HR provider, or employment lawyer (the Customer) purchasing access to the HR Diagnostics platform. By completing your subscription purchase, you confirm that you have read, understood, and agreed to these Terms and Conditions in their entirety.

Current subscription pricing is available at: app.hrdiagnostics.co.uk/packages

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply throughout these Terms and Conditions.

1.2 Clause headings shall not affect the interpretation of these Terms and Conditions.

1.3 References to a statute or statutory provision include all subordinate legislation made under that statute as at the date of the Agreement.

2. Grant of Licence

2.1 The Supplier hereby grants the Customer a non-exclusive, non-transferable licence to use the Software during the Subscription Term, subject to these Terms and Conditions.

2.2 The licence granted under clause 2.1 permits the Customer to use the Software with their Clients in connection with their HR consultancy business, up to the number of Client Seats included in the Customer's subscription. It does not permit the Customer to sub-license, resell or otherwise make the Software available to third parties.

2.3 Within the Client Seats included in the subscription, the Customer may run unlimited HR audits for each Client. In relation to Authorised Users, the Customer undertakes that:

2.3.1 it will not permit login credentials to be shared between individuals;

2.3.2 each Authorised User shall maintain a secure and confidential password;

2.3.3 it shall maintain a list of current Authorised Users and provide this to the Supplier on written request.

2.4 The Customer may mark a Client as dormant and thereby release the Client Seat occupied by that Client for allocation to another Client.

2.4.1 The Supplier reserves the right to monitor usage patterns and investigate excessive, automated, abusive or unreasonable use of the Software, including repeated cycling of Client Seats in a manner that circumvents the commercial intent of the Customer's subscription package.

2.4.2 Where the Supplier reasonably believes such activity has occurred, it may require the Customer to purchase additional Client Seats, suspend further seat reallocations, or take such other reasonable action as may be necessary to protect the integrity of the Software and its commercial model.

2.5 The Software is an information, assessment and compliance management tool only and does not constitute legal advice, employment law advice, HR consultancy advice, regulatory advice or any other form of professional advice.

2.5.1 Any reports, recommendations, action plans, compliance scores, risk ratings, guidance, templates, content or outputs generated by the Software are provided for general informational purposes only.

2.5.2 The Customer remains solely responsible for:

(a) assessing the suitability and accuracy of any output generated by the Software;

(b) determining whether additional professional advice is required;

(c) all decisions, recommendations and actions taken in reliance on the Software; and

(d) ensuring that any advice provided to Clients complies with applicable laws, regulations and professional obligations.

2.5.3 The Supplier does not warrant that use of the Software will ensure legal compliance, prevent claims, avoid liability or satisfy any regulatory requirement.

3. Subscription Package, Client Seats and Top-Up Seats

3.1 The Supplier's current subscription package is £99 per month (+ VAT), which includes unlimited audits across up to 5 Client Seats at any one time. Current and full pricing details are published at app.hrdiagnostics.co.uk/packages and are incorporated into this Agreement by reference. The Supplier may vary its pricing from time to time in accordance with clause 4.5.

3.2 Where the Customer requires additional Client Seats beyond the 5 included in the package, additional seats may be purchased at any time as a top-up at the rate then published at app.hrdiagnostics.co.uk/packages(+ VAT). Top-up seats purchased mid-billing-cycle will be charged pro-rata for the remainder of that cycle, and at the full rate thereafter. Top-up seats:

3.2.1 are billed on the same monthly cycle as the Customer's core subscription;

3.2.2 remain active for as long as the core subscription remains active;

3.2.3 are non-refundable once billed.

3.3 The Customer may reduce the number of top-up seats at any time by giving written notice to support@hrdiagnostics.co.uk. The reduction will take effect from the Customer's next billing date following receipt of notice; no refund is due for the remainder of a cycle already billed.

3.4 The Supplier reserves the right to introduce additional subscription packages or tiers. Where it does so, existing Customers will be notified in writing and are under no obligation to move to a new package or tier; any change to the Customer's core subscription package or tier requires the Customer's written agreement. For the avoidance of doubt, this clause does not apply to: (a) top-up seat purchases or reductions under clauses 3.2 and 3.3, which the Customer may make without further written agreement; or (b) price variations under clause 4.5.

4. Billing and Payment

4.1 The Subscription Term is a rolling monthly agreement. There is no minimum term.

4.2 Subscription Fees are payable monthly in advance, on the same date each month as the Effective Date.

4.3 On the Effective Date, the Customer shall provide valid debit or credit card details and authorises the Supplier to charge such card via Stripe for all Subscription Fees, top-up seat charges, and any pro-rata amounts arising under these Terms.

4.4 All Subscription Fees:

4.4.1 shall be payable in pounds sterling;

4.4.2 are non-refundable unless otherwise expressly stated in these Terms;

4.4.3 are exclusive of VAT (VAT No. 508094101), which shall be added at the applicable rate.

4.5 The Supplier may increase Subscription Fees at its sole discretion, provided that the Customer is given no less than thirty (30) days' written notice of any such increase, taking effect no earlier than the Customer's next billing date following the notice period. If the Customer does not wish to accept the increase, the Customer may cancel in accordance with clause 5 before the increase takes effect.

4.6 If payment is not received within thirty (30) days of the due date, the Supplier may, on no less than five (5) Business Days' notice, suspend the Customer's access to the Software. Interest will accrue at 4% above the Bank of England base rate from the due date until payment is made in full.

4.7 The Supplier may, at its discretion, offer a seven (7) day free trial of the Software (the Trial Period). The following terms apply to any free trial:

4.7.1 the Customer must provide valid debit or credit card details at the point of trial activation. No charge will be made during the Trial Period;

4.7.2 the Trial Period is limited to one trial per organisation, business group or individual. The Supplier reserves the right, at its sole discretion, to refuse, restrict, suspend or terminate any Trial Period where it reasonably believes multiple trial accounts are being created or used to avoid payment of Subscription Fees;

4.7.3 the Supplier will send the Customer a reminder email no later than two (2) days before the Trial Period expires, notifying the Customer of the upcoming conversion to a paid subscription;

4.7.4 to cancel during the Trial Period, the Customer must do so via the HR Consultant Portal by navigating to the profile icon (top right), selecting View Profile, then Billing, and cancelling the subscription before the Trial Period expires;

4.7.5 if the Customer does not cancel before the Trial Period expires, the subscription will automatically convert to a paid subscription on the first day following expiry of the Trial Period, and the first monthly Subscription Fee will be charged to the card provided at trial activation;

4.7.6 the Trial Period does not form part of the Subscription Term. The rolling monthly Subscription Term commences on the date the subscription converts to a paid subscription in accordance with clause 4.7.5.

5. Cancellation Terms

5.1 The Customer may cancel their subscription at any time by giving thirty (30) days' written notice to support@hrdiagnostics.co.uk or via the HR Diagnostics Consultant Portal. Verbal cancellations will not be accepted.

5.2 The subscription will terminate at the end of the billing cycle in which the 30-day notice period expires (the "Final Cycle"). Where a Subscription Fee falls due for the Final Cycle in the ordinary course, it will be charged as normal and will be the final Subscription Fee payable under the Agreement. Access to the Software will continue until the end of the Final Cycle, at which point the Agreement will terminate. No refund or proration applies to any unused portion of the Final Cycle.

Example 1: The Customer's subscription renews on the 8th of each month. The Customer gives notice on 1 July. The 30-day notice period ends on 31 July, which falls within the billing cycle running 8 July–8 August. The Subscription Fee due on 8 July is charged as normal and is the final fee payable. Access continues until 8 August, at which point the Agreement terminates.

Example 2: The Customer's subscription renews on the 8th of each month. The Customer gives notice on 25 July. The 30-day notice period ends on 24 August, which falls within the billing cycle running 8 August–8 September. The Subscription Fee due on 8 August is charged as normal and is the final fee payable. Access continues until 8 September, at which point the Agreement terminates.

5.3 Before confirming cancellation, and again upon confirmation, the Customer will be shown the date on which their final Subscription Fee will be charged and the date on which their access will end, in accordance with clause 5.2.

5.4 No refunds will be issued for any unused portion of a subscription period following a valid cancellation.

5.5 Upon cancellation taking effect:

5.5.1 all licences granted under the Agreement shall immediately terminate;

5.5.2 the Customer shall immediately cease all use of the Software and Documentation;

5.5.3 the Customer may request a copy of their Customer Data within thirty (30) days of the termination date, subject to all outstanding fees being settled in full, in accordance with clause 9.7.

6. Restrictions

6.1 The Customer shall not:

6.1.1 access, store or transmit any material that is unlawful, harmful, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;

6.1.2 attempt to copy, modify, duplicate, mirror, republish, download, transmit or distribute the Software or Documentation in any form;

6.1.3 attempt to reverse engineer, decompile, or reduce to human-perceivable form any part of the Software;

6.1.4 use the Software to build a competing product or service;

6.1.5 sub-license, sell, rent, lease, transfer, assign, disclose or otherwise make the Software available to any third party other than Authorised Users;

6.1.6 introduce or permit the introduction of any Virus or Vulnerability into the Software or Supplier's systems.

6.2 The Supplier reserves the right, without liability, to disable the Customer's access to any material that breaches this clause.

7. Supplier's Obligations

7.1 The Supplier shall provide the Software substantially in accordance with the Agreement and shall use commercially reasonable endeavours to make the Software available 24 hours a day, seven days a week, except for:

7.1.1 planned maintenance between 8pm and 3am UK time; and

7.1.2 unscheduled maintenance, for which the Supplier will endeavour to give at least 12 hours' advance notice.

7.2 The Supplier does not warrant that the Software will be uninterrupted, error-free, or free from Vulnerabilities.

7.3 The Supplier shall follow its archiving procedures, including daily cloud backup of Customer Data.

7.4 The Supplier shall use reasonable endeavours, during Normal Business Hours, to respond to and resolve support requests submitted by the Customer via support@hrdiagnostics.co.uk or the HR Diagnostics Consultant Portal. The Supplier does not guarantee a specific response or resolution time but will prioritise issues that affect the Customer's ability to access or use the Software.

7.5 The Supplier may update or modify the Software from time to time. Where a change is material and may adversely affect use of the Software, the Customer will receive no less than thirty (30) days' notice.

7.6 The Supplier may suspend access to all or part of the Software without liability where it reasonably believes that:

(a) the Customer has breached these Terms and Conditions;

(b) continued access presents a security risk to the Software, other customers or third parties;

(c) the Software is being used unlawfully, fraudulently or in a manner that could damage the Supplier's reputation or systems;

(d) suspension is necessary to investigate suspected misuse of the Software; or

(e) suspension is required to comply with applicable law, regulation or governmental authority. Where reasonably practicable, the Supplier shall provide advance notice of any suspension and shall restore access as soon as the reason for suspension has been resolved.

8. Customer's Obligations

8.1 The Customer shall:

8.1.1 provide the Supplier with all necessary co-operation and access to information required to deliver the Service;

8.1.2 ensure that Authorised Users use the Software in accordance with these Terms and Conditions;

8.1.3 be solely responsible for the legality, reliability, integrity, accuracy and quality of all Customer Content and Customer Data;

8.1.4 ensure its network and systems comply with the relevant specifications provided by the Supplier from time to time;

8.1.5 comply with all applicable laws and regulations in connection with its use of the Software.

9. Data Protection

9.1 Each party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018.

9.2 The Customer acts as data controller in respect of any personal data processed through the Software. HR Diagnostics acts as data processor, unless otherwise required by law.

9.3 HR Diagnostics shall process Customer Data only to the extent necessary to provide, operate, maintain and support the Software, and in accordance with the Customer's reasonable instructions.

9.4 HR Diagnostics shall implement appropriate technical and organisational measures to protect Customer Data against unauthorised or unlawful processing and against accidental loss, destruction or damage.

9.4.1 In the event that the Supplier becomes aware of a personal data breach affecting Customer Data, the Supplier shall notify the Customer without undue delay and shall provide such information as is reasonably available regarding the nature of the breach, its likely consequences and any remedial action taken or proposed.

9.5 The Customer confirms that it has all necessary rights and lawful bases to provide Customer Data to HR Diagnostics for processing in connection with the use of the Software.

9.6 HR Diagnostics may engage third-party service providers to process Customer Data solely for the purpose of delivering the Software, provided such providers are subject to appropriate data protection obligations.

9.7 Upon termination or expiry of the Agreement, HR Diagnostics shall retain Customer Data for a period of thirty (30) days following the termination date, after which Customer Data will be deleted in accordance with HR Diagnostics' data retention practices and applicable law.

9.7.1 The Customer may request a copy of its Customer Data during that thirty (30) day period, subject to all outstanding fees being paid in full.

9.7.2 Customer Data shall be provided in a standard machine-readable format selected by the Supplier.

9.7.3 The Supplier shall not be obliged to provide data in a bespoke format or undertake any data migration, transformation or consultancy services unless separately agreed in writing and subject to additional charges.

10. Intellectual Property

10.1 All intellectual property rights in the Software and Documentation belong to the Supplier. These Terms do not transfer any such rights to the Customer.

10.2 The Customer retains all rights in Customer Content. The Customer grants the Supplier a limited licence to use Customer Content solely to deliver the Software.

10.3 The Customer shall indemnify the Supplier against all losses and expenses arising from any claim that Customer Content infringes the intellectual property rights of a third party.

11. Confidentiality

11.1 Each party shall keep the other's Confidential Information secret and confidential and shall not use or disclose it except as necessary to perform its obligations under this Agreement.

11.2 Confidentiality obligations do not apply to information that: (a) is or becomes publicly available other than through breach of this clause; (b) was already known to the receiving party at the time of disclosure; or (c) is required to be disclosed by law or regulatory authority.

11.3 On termination of the Agreement, each party shall destroy or return all documents and materials containing the other party's Confidential Information and erase it from all systems.

11.4 Confidentiality obligations survive termination of the Agreement.

12. Limitation of Liability

12.1 The Customer assumes sole responsibility for:

(a) results obtained from use of the Software;

(b) conclusions drawn from such use;

(c) advice provided to Clients;

(d) implementation of any recommendations generated by the Software; and

(e) compliance with employment law, regulatory requirements and professional obligations. The Supplier shall have no liability for decisions made or actions taken by the Customer or any third party in reliance upon reports, recommendations, action plans, compliance scores or other outputs generated through use of the Software.

12.2 The Supplier shall have no liability for any: loss of profits; loss of business; wasted expenditure; depletion of goodwill; loss or corruption of data; or any indirect or consequential loss, costs, damages, charges or expenses.

12.3 The Supplier's total aggregate liability to the Customer in any contract year, whether arising under this Agreement (including clause 14.2) or otherwise, shall not exceed 100% of the total Subscription Fees paid in that contract year.

12.4 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability which cannot be excluded by law.

13. Term and Termination

13.1 The Agreement shall commence on the Effective Date and continue on a rolling monthly basis until terminated in accordance with clause 5 or clause 13.2.

13.2 Either party may terminate the Agreement with immediate effect by written notice if:

13.2.1 the other party fails to pay any amount due and remains in default for 30 days after written notice;

13.2.2 the other party commits a material breach and fails to remedy it within 30 days of written notice;

13.2.3 the other party enters insolvency, administration, liquidation, or a similar procedure; or

13.2.4 the other party suspends or ceases to carry on business.

13.3 On termination for any reason:

13.3.1 all licences granted shall immediately terminate;

13.3.2 the Customer shall immediately cease all use of the Software and Documentation;

13.3.3 Customer Data will be handled in accordance with clause 9.7.

14. Indemnity

14.1 Customer Indemnity The Customer shall defend, indemnify and hold harmless the Supplier, its officers, employees and contractors against all claims, demands, actions, proceedings, losses, liabilities, costs and expenses (including reasonable legal fees) arising from or in connection with:

(a) the Customer's use of the Software;

(b) any services provided by the Customer to its Clients;

(c) any claim brought by a Client or third party arising from reliance upon advice, recommendations, reports, action plans or other outputs generated through use of the Software;

(d) the Customer's breach of this Agreement;

(e) any Customer Content or Customer Data supplied by the Customer. Provided that:

(i) the Customer is given prompt notice of the claim;

(ii) the Supplier provides reasonable co-operation at the Customer's expense; and

(iii) the Customer has sole authority to defend or settle the claim.

14.2 Supplier Indemnity The Supplier shall defend, indemnify and hold harmless the Customer against all claims, demands, actions, proceedings, losses, liabilities, costs and expenses (including reasonable legal fees) arising from any third-party claim that the Customer's use of the Software in accordance with this Agreement infringes that third party's UK intellectual property rights, provided that:

(a) the Customer gives the Supplier prompt written notice of the claim;

(b) the Supplier has sole control and authority over the defence and/or settlement of the claim;

(c) the Customer provides reasonable co-operation, at the Supplier's expense; and

(d) the claim does not arise from: (i) modification of the Software by anyone other than the Supplier; (ii) use of the Software in combination with any other software, hardware or data not supplied or approved by the Supplier, where the claim would not have arisen but for that combination; (iii) use of the Software contrary to the Supplier's written instructions or the Documentation; or (iv) the Customer's breach of this Agreement.

14.2.1 If the Software becomes, or in the Supplier's reasonable opinion is likely to become, the subject of an infringement claim, the Supplier may, at its own expense and sole discretion: (a) procure for the Customer the right to continue using the Software; (b) modify or replace the Software so that it becomes non-infringing without materially reducing its functionality; or (c) if neither (a) nor (b) is reasonably available, terminate this Agreement on written notice and refund any prepaid, unused Subscription Fees.

14.2.2 This clause 14.2 sets out the Customer's sole and exclusive remedy, and the Supplier's entire liability, in respect of any claim that the Software infringes the intellectual property rights of a third party, and is subject to the cap in clause 12.3.

15. Force Majeure

15.1 The Supplier shall not be liable for any failure or delay in performance caused by a Force Majeure Event. If such delay continues for six (6) weeks, either party may terminate the Agreement by written notice.

16. Notices

16.1 Any notice under this Agreement shall be in writing and delivered by hand, first-class post to the Supplier's registered address, or by email to support@hrdiagnostics.co.uk(or such other address as notified in writing).

16.2 Notices sent by email shall be deemed received at the time of transmission. Notices sent by post shall be deemed received at 9.00am on the second Business Day after posting.

17. General

17.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and representations relating to its subject matter.

17.2 No variation of this Agreement shall be effective unless in writing and signed by both parties, save that the Supplier may vary Subscription Fees, introduce new subscription packages or tiers, and update these Terms and Conditions, in each case in accordance with clauses 3, 4.5 and 17.8 respectively, without requiring the Customer's signature.

17.3 The Customer may not assign, transfer or sub-contract any of its rights or obligations under this Agreement without the Supplier's prior written consent.

17.4 If any provision of this Agreement is found to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

17.5 Nothing in this Agreement creates a partnership or agency between the parties.

17.6 This Agreement does not create rights for any third party under the Contracts (Rights of Third Parties) Act 1999.

17.7 This Agreement shall be governed by the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

17.8 The Supplier may update these Terms and Conditions from time to time. Material changes will be notified to the Customer in writing with no less than thirty (30) days' notice. Continued use of the Software after the effective date of any updated Terms and Conditions constitutes acceptance of those Terms and Conditions.

17.9 Employment law, regulatory requirements and best practice guidance may change from time to time. Whilst the Supplier uses reasonable endeavours to keep the Software current, the Supplier does not warrant that all content, recommendations, action plans or assessments will immediately reflect legislative, regulatory or case law developments. The Customer remains responsible for ensuring that advice provided to Clients reflects current law and practice.

HR Diagnostics Ltd | hrdiagnostics.co.uk| Company No. 14830579 | VAT No. 508094101 | Registered in England and Wales