Software as a Service (SaaS)
Subscription Terms and Conditions
Registered in England and Wales | Company No. 14830579 | VAT No. 508094101
Version: 2026 | These Terms supersede all previous versions.
These Terms and Conditions govern the subscription agreement between HR Diagnostics (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 packages and pricing are available at:
https://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 Licence Term, subject to these Terms and Conditions and the subscription package purchased.
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. It does not permit the Customer to sub-license, resell or otherwise make the Software available to third parties.
2.3 In relation to Authorised Users, the Customer undertakes that:
2.3.1 the number of Authorised Users shall not exceed the number of user subscriptions purchased;
2.3.2 unused client licences within the Effective Period will expire without refund, credit or carry-forward;
2.3.3 it will not permit any User Subscription to be shared between individuals;
2.3.4 each Authorised User shall maintain a secure and confidential password;
2.3.5 it shall maintain a list of current Authorised Users and provide this to the Supplier on written request.
2.4 User Subscriptions purchased for a Licence Term may not be reduced during that Licence Term.
3. Subscription Packages, Upgrades and Downgrades
3.1 The Supplier offers a range of subscription packages, each providing different levels of access, features and client licence allocations. Full details of current packages are available at https://app.hrdiagnostics.co.uk/packages.
3.2 The Customer may upgrade their subscription package at any time during the Licence Term. Where an upgrade is requested:
3.2.1 the upgrade will take effect immediately upon payment confirmation;
3.2.2 the Customer will be charged the difference between their current subscription fee and the upgraded package fee, calculated on a pro-rata basis for the remainder of the current billing period;
3.2.3 from the next billing date, the Customer will be charged the full fee for the upgraded package.
3.2.4 Where the Customer upgrades from the Starter package to the Professional package during the Licence Term:
(a) the existing licence shall be absorbed into the Professional package's interchangeable licence pool, and the Customer shall be entitled to the full number of interchangeable licences available under the Professional package from the date the upgrade takes effect. No additional or separate licence record shall be created;
(b) the upgrade shall not commence a new Licence Term. The original Licence Term continues unaffected and the twelve (12) month minimum period runs from the original Effective Date, irrespective of the date of upgrade;
(c) any client audits in progress at the date of upgrade shall be preserved and remain accessible under the Customer's account following the upgrade; and
(d) at the end of the Licence Term, the Agreement shall renew in accordance with clause 13.1 at the Professional package rate then in force, unless the Customer gives valid notice to downgrade or cancel in accordance with clauses 5 and 13.
3.2.5 Where the Customer upgrades from the Professional package to the Growth package during the Licence Term, the same terms set out in clause 3.2.4(a) to (d) apply, read as if references to the Starter package were references to the Professional package, references to the Professional package were references to the Growth package, and renewal at the end of the Licence Term shall be at the Growth package rate then in force.
3.3 The Customer may not downgrade their subscription package during the minimum Licence Term of twelve (12) months. Downgrades may only be requested during a Renewal Period, subject to the notice provisions in clause 13.
3.4 Where the Customer's chosen package includes a defined number of client audit licences, additional licences may be purchased at any time as a top-up at the applicable rate, subject to the Customer's subscription package permitting the purchase of additional licences. At the date of these Terms, the purchase of additional top-up licences is available exclusively to subscribers on the Growth package. Top-up licences are subject to the same Licence Term as the Customer's primary subscription and will not be refunded if unused.
3.5 All package changes must be requested in writing to the Supplier – tania@hrdiagnostics.co.uk.
4. Minimum Term, Billing and Payment
4.1 All subscription packages are subject to a minimum Licence Term of twelve (12) months from the Effective Date, irrespective of the package selected.
4.2 Subscription Fees are payable monthly in advance, on the same date each month as the Effective Date. No annual payment option is available under these Terms.
4.3 The monthly subscription remains subject to the twelve (12) month minimum Licence Term and does not constitute a rolling monthly agreement. The Customer's right to cancel does not arise until completion of the minimum term.
4.4 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, Renewal Fees, upgrade charges and any pro-rata amounts arising under these Terms.
4.5 All Subscription Fees:
4.5.1 shall be payable in pounds sterling;
4.5.2 are non-refundable unless otherwise expressly stated in these Terms;
4.5.3 are exclusive of VAT (VAT No. 508094101), which shall be added at the applicable rate.
4.6 The Supplier reserves the right to increase Subscription Fees at the start of each Renewal Period, provided that: (a) the Customer will be given no less than thirty (30) days' written notice of any such increase; and (b) any increase shall not exceed the higher of (i) ten per cent (10%) above the previous Subscription Fee or (ii) the percentage increase in the UK Consumer Prices Index (CPI) in the twelve months immediately preceding the notice of increase. If CPI data is unavailable at the time of notice, the Supplier may apply a reasonable estimate based on the most recently published figure.
4.7 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.
4.8 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:
4.8.1 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;
4.8.2 the Trial Period is limited to one client licence;
4.8.3 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;
4.8.4 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;
4.8.5 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. Upon conversion, the Customer enters a twelve (12) month Licence Term and the first monthly Subscription Fee will be charged to the card provided at trial activation; and
4.8.6 the Trial Period does not form part of the Licence Term. The twelve (12) month minimum Licence Term commences on the date the subscription converts to a paid subscription in accordance with clause 4.8.5.
5. Cancellation Terms
5.1 The Customer may not cancel their subscription during the twelve (12) month minimum Licence Term, other than in the circumstances set out in clause 13.2.
5.2 If the Customer cancels or attempts to cancel during the minimum Licence Term:
5.2.1 the cancellation will not be accepted until the end of the minimum Licence Term;
5.2.2 all monthly fees for the remainder of the minimum term will remain due and payable in full;
5.2.3 access to the Software will continue until the end of the paid period.
5.3 After the minimum twelve (12) month Licence Term, the subscription will continue on a rolling monthly basis. The Customer may cancel at any time during a Renewal Period by giving one (1) month's written notice to the Supplier.
5.4 Written notice of cancellation must be sent to tania@hrdiagnostics.co.uk or submitted through the HR Diagnostics Consultant Portal. Verbal cancellations will not be accepted.
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 ten (10) days of the termination date, subject to all outstanding fees being settled in full.
5.6 No refunds will be issued for any unused portion of a subscription period following a valid cancellation.
⚠️ Summary: Cancellation Rights
This summary is provided for convenience only and does not form part of the Agreement. In the event of any inconsistency between this summary and the full Terms and Conditions, the full Terms and Conditions shall prevail.
- Free trial: 7 days. Cancel via the HR Consultant Portal (profile icon → View Profile → Billing) before expiry to avoid automatic conversion to a paid subscription. A reminder email will be sent 2 days before the trial ends.
- Minimum term: 12 months from your Effective Date — irrespective of package selected.
- During minimum term: cancellation is not permitted. All remaining monthly fees remain due.
- After minimum term: rolling monthly. Cancel with 1 month's written notice.
- Refunds: no refunds for any unused subscription period.
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 tania@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.
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.
9.5 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. The Customer may request a copy of their Customer Data within that thirty (30) day retention period, subject to clause 5.5.3.
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 results obtained from use of the Software and for conclusions drawn from such use.
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 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.
``` ```html id="a8f7km"13. Term and Termination
13.1 The Agreement shall commence on the Effective Date and continue for the Licence Term. After the Licence Term, the Agreement shall automatically renew on a monthly rolling basis (each a Renewal Period) unless 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 If the Agreement is terminated by the Customer other than for Supplier breach under clause 13.2, all fees payable for the remainder of the Licence Term or current Renewal Period shall become immediately due and payable.
13.4 On termination for any reason:
13.4.1 all licences granted shall immediately terminate;
13.4.2 the Customer shall immediately cease all use of the Software and Documentation;
13.4.3 Customer Data will be handled in accordance with clause 5.5.3 and clause 9.7.
14. Indemnity
14.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, losses, damages and expenses arising from the Customer's use of the Software, provided that:
(a) the Customer is given prompt notice of any claim;
(b) the Supplier provides reasonable co-operation at the Customer's expense; and
(c) the Customer has sole authority to defend or settle the claim.
14.2 The Supplier shall defend the Customer against any claim that the Software infringes UK intellectual property rights, provided the claim does not arise from:
(a) modification of the Software by anyone other than the Supplier;
(b) use contrary to the Supplier's instructions; or
(c) the Customer's breach of this Agreement.
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 tania@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.
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.
HR Diagnostics
hrdiagnostics.co.uk| Company No. 14830579 | VAT No. 508094101
Registered in England and Wales
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