Terms and Conditions and Terms of Business

“By accessing and using the SpiresHR website (“the website”), users acknowledge and undertake to comply with these terms and conditions. In these terms and conditions, “”we””, “”us”” means SpiresHR.
Please note that these terms and conditions relate to use of the Site. Please note that copyright, trademarks and Intellectual Property Rights protect the content of the Site together with products and services available from it. These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales. Disputes arising shall be exclusively subject to the jurisdiction of the courts of England and Wales. SpiresHR makes no representations or warranties with respect to the Site or its contents, which are provided for use “”as is””.SpiresHR disclaims all warranties, express or implied, including without limitation the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, with respect to the Site and any web site with which it is linked. SpiresHR also makes no representations or warranties as to whether the information accessible via the Site, or any web site with which it is linked, is accurate, complete, or current. It is your responsibility to evaluate the accuracy and completeness of all information, opinions, and other material on the Site or any with which it is linked.
Price and product information is subject to change without notice. ”

TERMS OF BUSINESS

Definitions

Fees the charges for the Products and Services as detailed in the Scope of Services and any additional Products or Services provided to the client in accordance with this Agreement.

Offer Letter the letter accompanying these Terms of Business setting out the Scope of Services.

Products means psychometric tests, benchmarking data and similar materials and reports as detailed in a Scope of Services.

Services means the consultancy services listed in the Scope of Services and any additional services requested by the Client.

1. Consulting Services

1.1        Spires HR shall provide the Services and Products to the Client in accordance with these Terms of Business and the Scope of Services, together referred to as “the Agreement”.

1.2        Subject to any lawful restraint including but not limited to an obligation of confidence, Spires HR will perform the services with due skill, care and professionalism.

1.3        The Client acknowledges that Spires HR is providing Services to the Client on a non-exclusive basis and that Spires HR may provide Services and Products of the same or a similar nature to any other party.

1.4        This Agreement shall continue until such time as it is terminated by either party in accordance with clause 8.

1.5        At its sole discretion Spires HR may arrange for subcontractors to perform any of Spires HR’s obligations under this Agreement.

2.         Acceptance

2.1        The Client’s signing of the Offer Letter and these Terms of Business constitutes acceptance of both the Scope of Services and these Terms of Business, which together form the Agreement between the Client and Spires HR.

2.2        Spires HR shall supply the Services and Products only on receipt of a signed Offer Letter from the Client containing a Scope of Services and a copy of the Terms of Business.

2.3        If the Client wishes Spires HR to supply any services or products other than those specified in the Scope of Services, Spires HR shall amend the Scope of Services to incorporate the Client’s new instructions. Spires HR shall send a copy of the revised Scope of Services to the Client and on receipt of a signed copy the revised Scope of Services shall replace the original and shall be incorporated into the Agreement.

2.4        If there is a conflict between the Scope of Services and the Terms of Business, the most recently agreed Scope of Services shall prevail.

3.         Invoices, Fees and Expenses

3.1        Invoices raised by Spires HR shall contain sufficient information and detail as the Client may reasonably require to account for the Services and Products.

3.2        Save as for Services and Products supplied under or in connection with a retainer, which shall be invoiced pursuant to clause 3.3, all invoices shall be paid in full fourteen (14) days from the date of invoice.

3.3        Fees for retainers shall be paid in advance by the 3rd of each month.  Any Services and Products supplied in addition to a retainer shall be invoiced on an interim basis, no more frequently than monthly.

3.4        Should Spires HR issue draft documents for final changes and approval by the Client, the Client is required to submit any revisions or comments within thirty (30) days of the date of the drafts.  If the Client fails to do so, Spires HR may issue the documents and raise an invoice for the same, such invoice to be paid promptly in accordance with this clause 3.

3.5        Unless stated as being a quote or a fixed fee retainer arrangement, all costs provided by Spires HR are estimates only. Actual time spent, Products supplied and any other fees such as disbursements etc will be used as the basis for billing.

3.6        Spires HR shall be entitled to provide the Services remotely from its own premises. If Spires HR is required to attend the Client’s premises or another location in order to deliver the Services or Products for any reason Spires HR shall invoice the Client for reasonable transport, parking, fuel and accommodation expenses incurred by Spires HR in doing so.

3.7        If the Client fails to pay any invoice by the due date, then without prejudice to Spires HR’s rights of enforcement under this Agreement or otherwise, Spires HR may charge the Client interest on the outstanding amount at the rate of 8% above the Bank of England base rate per annum in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 until such time as the debt it settled. Spires HR also reserves the right to suspend the supply of Services and Products, charge an administration fee or to terminate this Agreement.

4.         Confidentiality and Data Protection

4.1        Spires HR and the Client hereby agree that neither party shall disclose to any third party or use, other than for the purpose of performing its obligations under the Agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfilment of the Agreement which is of a secret or confidential nature.

4.2        This obligation of confidence will cease to apply in relation to information that the receiving party can demonstrate: the receiving party is required to disclose by law; was available publicly at the time of disclosure to the receiving party by the disclosing party; or through no fault of the receiving party becomes available publicly;  was in the receiving party’s possession free of any obligation of confidence at the time of the disclosing party’s disclosure; was, subsequently to the disclosing party’s disclosure, rightfully communicated to the receiving party by a third party free of any obligation of confidence; was developed independently by the receiving party, its employees or agents without reference to the confidential information of the Client.

4.3        In any event, any duty of confidence shall expire three (3) years after the date of first disclosure to the receiving party by the disclosing party.

4.4        Spires HR and the Client shall take all reasonable steps to protect the Confidential Information of the other affording such Confidential Information with the same level of security as it would treat its own confidential information.

4.5        Spires HR and the Client may disclose Confidential Information to their respective professional advisors and within their business but only to the extent absolutely necessary and to those with a need to know.

4.6        Spires HR shall adhere to the requirements of the Data Protection Act 1998 in its supply of the Services and Products.

5.         Intellectual Property

5.1        Unless otherwise agreed in writing by Spires HR, the copyright and all other intellectual rights relating to any documentation, whether electronic or hard copy, provided to the Client by or on behalf of Spires HR pursuant to this Agreement will remain the property of Spires HR or, where applicable, its licensees (the “Intellectual Property”).

5.2        Upon payment in full for the Services and Products provided by or on behalf of Spires HR pursuant to this Agreement, Spires HR grants the Client a non-exclusive, non-transferable licence to use the Intellectual Property for the Client’s own business purposes only, and in the case of third party property, Spires HR will obtain a sub-license in favour of the Client on similar terms.

5.3        The Client must treat all and any documentation provided to the Client by Spires HR as Confidential Information. Under no circumstances shall the Client disclose any such documentation to any third party without Spires HR’s prior written consent.

6.         Liability

6.1        To the extent permitted by law, Spires HR hereby excludes all conditions and warranties whether express or implied.

6.2        Spires HR shall be liable only for direct damages arising directly from its performance of the Agreement and any such liability shall be limited in damages to the payments made to Spires HR by the Client in the twelve (12) month period preceding the event giving rise to the breach for which Spires HR is liable. This clause 6.2 does not exclude or limit Spires HR’s liability for personal injury, death or fraudulent misrepresentation.

6.3        In no event shall Spires HR be liable for any indirect or consequential losses (such losses to include but not limited to loss of data, profit, anticipated savings or economic advantage) arising out of or in connection with its performance of this Agreement.

6.4        The Client is solely responsible for the proper backup and protection of all of its and data.

6.5        The Client indemnifies Spires HR against all and any losses, costs or damages arising directly or indirectly from undertaking any processes, procedures, reports or similar on the basis of incorrect or incomplete information or data provided by the Client.  The Client is obliged to promptly inform Spires HR of any changes to information or data provided to it and upon which Spires HR relies.

7.         Changes in the Law

7.1        Spires HR will not accept responsibility if the Client acts on advice provided on an earlier occasion without first consulting with Spires HR that such information was still correct and current.  Spires HR reserves the right to charge the Client for any work carried out to confirm that the advice is correct and current.

7.2        Spires HR will accept no liability for losses arising from changes in the law or the interpretation thereof that are first published after the date on which the advice is given.

8.         Termination
8.1        This Agreement may be terminated in the following circumstances:

a)         By either party by giving the other party no less than thirty (30) days’ notice in writing;

b)         Immediately by Spires HR by notice in writing if the Client fails to remedy a breach of this Agreement (including any provision as to payment) within fourteen (14) days of receipt of a notice from Spires HR of such breach requiring it to do so; or

c)         By either party immediately by notice in writing if the other party takes any corporate action or other steps are taken or legal proceedings are commenced for its winding up, liquidation or dissolution or an administrator, receiver, Liquidator, trustee or similar officer is appointed in respect to any or all of its revenues and assets (“Insolvency Event”), and such Insolvency Event remains in existence in respect of such party as the time of service of the Notice.

8.2        On termination of this Agreement all monies unpaid by the Client will immediately become due and payable.

8.3        The obligations under clauses 3, 4 and 5 shall survive termination of this Agreement for whatever reason.

9.         General

9.1        In the event that more than one Client enters into an Agreement with Spires HR, the Clients shall be jointly and severally liable for payments of the Fees and all relevant obligations under the Agreement.

9.2        The Client shall give Spires HR not less than 14 days’ prior written notice of any change of ownership or the Client’s business name, address, contact numbers and business practice.  The Client shall be liable for any losses incurred by Spires HR for non compliance to this clause.

9.3       Any notice required or contemplated by this Agreement shall be deemed to have been duly given if it is in writing, properly addressed and delivered personally or mailed by registered or certified mail to the Client or Spires HR at the address set out in this Agreement or such other address nominated by a party in writing.

9.4       The Client may not assign any of its obligations under this Agreement without the prior written consent of Spires HR.

9.5       Spires HR will not be liable to the Client or to any third party for any non-performance or delay in the performance of its obligations under this Agreement, if events or conditions beyond its reasonable control cause the non-performance or delay.

9.6       In all circumstances, the Client is required to promptly settle Spires HR’s invoices and has no right of set- off.

9.6       A failure, delay or indulgence by either Party in exercising any right under this Agreement shall not operate as a waiver of that same right. A waiver of a breach does not operate as a waiver of any other breach.

9.7       Spires HR may record calls in order to establish facts that can be used when dealing with any HR situation and to ensure that standards that are achieved in the advice given or need to be achieved by training

9.8       This Agreement shall be governed by and construed in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the courts of England.

Contact SpiresHR at enquiries@spireshr.co.uk

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