Business Success HR Ltd; HR & Consultancy Terms & Conditions (part of Business Success SW Ltd and Business Strategy Group Ltd.

1. Terms and Conditions:

1.1 These terms and conditions (“Conditions”) supersede all previous conditions, including any terms and conditions of yours and shall not be superseded, varied or waived other than with our express written consent.

1.2 Any order or request for Services by you to us shall be conclusive proof of your acceptance of these Conditions.

1.3 A legally binding contract between us shall come into force upon your countersigning the Specification (without amendment(s), unless we approve such amendment(s), in which case a legally binding contract shall come into force upon our written acceptance of such amendment(s)).

1.4 References to ‘you’ and ‘your’ mean the client and references to ‘we’, ‘us’ and ‘our’ mean Business Success HR Limited.

2. Definitions:

In these Conditions the following words and phrases shall have the following meanings:

Specification; the quotation provided by us to you as accepted by you and any variations agreed between you and us in writing prior to such acceptance

Services; the HR & Consultancy services specified in the Specification as selected by you

Initial Term; the initial term as specified in the Specification

Fees; the price payable by you to us for the Services and detailed in the Specification

Third Party; has the meaning in clause 4.2

3. Services:

3.1 We will provide you with the Services insofar as selected by you with reasonable skill, care and diligence and subject to payment of the relevant Fees.

3.2 Unless specified in the Specification, the Services do not include additional or out-of-hours or non-routine visits or calls or other services, etc.

3.3 It is a condition precedent to us providing any Services that you provide us with all information requested no less than 10 working days after we have requested such information or, if sooner, no less than 10 working days before the date upon which the Services are due to commence.

3.4 Important: our obligations to you with regard to the Services are limited as specified in these Conditions including, but not limited to, clause 6 (General Exclusion and Limitation).

4. Additional Information:

4.1 The scope of the Services is as defined in the Specification and does not include any additional services. However, if additional services are required we shall use all reasonable endeavours to provide them subject to agreement on payment of additional Fees in accordance with these Conditions.

4.2 We shall be entitled to sub-contract, delegate or assign the provision of any Services or any of our rights or duties under these Conditions to any employee or any self-employed agent, subcontractor or other third party (“Third Party”).

4.3 If we are unable to provide any Services due to any default, act or omission by you or any of your employees or agents including, but not limited to, non-attendance at, or cancellation with less than 48 hours prior notice of, any induction, training course or other meeting, we shall still be entitled to payment of our Fees in respect of such Services.

4.4 Where we provide any Services or other facilities or services using a Third Party our liability to you shall be limited so as to extend to be no greater than the liability of such Third Party to us. We shall not be liable for any defect or failure to deliver any part of the Services to the extent that we are prohibited or otherwise limited by the terms and conditions of such Third Party as applicable. In accessing Services provided by a Third Party you will comply with such Third Party’s terms and conditions as if you were a party to them.

5. Fees and Payment Terms:

5.1 Quotations (including Fees) are valid for 30 working days from and including the date of quotation unless specifically stated otherwise in writing. If the quotation is accepted by you outside such period the Fees may be subject to revision.

5.2 All Fees are exclusive of VAT which will be payable by you at the rate applicable from time to time. Payment shall be made in pound sterling to Business Success SW Ltd.

5.3 Any additional work required by reason of you supplying inadequate, incomplete or incorrect instructions or changing instructions or specifications shall entitle us to additional Fees.

5.4 Unless stated, payment for Services will paid within 14 days from date of invoice and on-going agreed monthly services paid by the last day of every month by Direct Debit.

5.5 The failure by you to make any payment due in respect of the Services or any other amount due to us on the due date as specified in the Specification, in these Conditions or as otherwise agreed shall entitle us (at our sole option) without notice to suspend and/or cease providing the Services pending payment by you and/or, in the event of payment not being made within 5 working days of written demand, treat this contract as repudiated by you.

5.6 If any amount remains unpaid by the due date interest at the rate of 2% per month compounded annually shall accrue on the unpaid amount and in addition all invoices (including those not yet otherwise then due for payment) shall become due and payable and in any event all costs reasonably incurred by us in collecting payment of any invoices shall be payable by you on a full indemnity basis.

5.7 You may not withhold payment of any invoice or other amount due to us by reason of any right of set-off or counterclaim which you may have or allege to have or for any reason whatever.

5.8 The Fees will remain applicable throughout the Initial Term but we reserve the right to increase them at any time after the Initial Term upon giving you 5 working days notice.

6. General Exclusion and Limitation:

6.1 We shall be under no liability whatever in respect of the following which are hereby expressly excluded, except insofar as such exclusions may be unlawful:

6.1.1 for injury, damage of any kind or nature, direct, indirect, consequential or contingent to personal property howsoever caused;

6.1.2 Neither party shall be liable for any indirect or consequential losses or expenses, including but not limited to loss of or damage to anticipated profits, contracts, reputation, goodwill, labour costs or losses or expenses arising from 3rd party claims. 

To the fullest extent permissible in law and except as expressly provided herein, We will not be liable by reason of breach of contract, negligence or otherwise for any loss of any kind occasioned to any person acting, omitting to act or refraining from acting in reliance on course materials, presentation of a course, information, advice or recommendations supplied as part of the Services, whether in writing or verbally, or for any loss incurred as a result of our failure to ensure that any form or document generated from the Services is appropriate and complete in all respects for the purpose to which the form or document is to be used. 

6.2 Our liability in respect of any Services shall not exceed the Fees for such Services for a 1-month period. We do not accept any responsibility for action taken as a result of information provided by us.

6.3 Nothing in these Conditions shall make us liable for personal injury or death caused by our negligence.

7. Risk:

You acknowledge that you have read and fully understood these Conditions including specifically clauses 3, 4, 6 and 11 relating to the scope of our obligations, acceptance, the exclusion of liability and your obligations.

8. Cancellation/Termination:

8.1 Our agreement in respect of any Services and your obligations to pay for them will continue for the Initial Term and thereafter from year to year unless and until you give us not less than 1 months’ prior written notice expiring at the end of the Initial Term or any anniversary of that date.

8.2 Notwithstanding clause 8.3 we may terminate our agreement (or any part of it) in respect of any Services if:

8.2.1 you fail to comply with any condition precedent or other term of these Conditions;

8.2.2 any payment is outstanding for more than 5 working days after it is due for payment;

8.2.3 you become bankrupt, insolvent or enter into liquidation, receivership or administration or take any preparatory step to do so or otherwise are subject to any insolvency or analogous proceedings or you die or cease trading;

8.2.4 there are (in our reasonable opinion) conflicting or irreconcilable matters which materially affect our ability to provide any Services to you.

8.3 If (a) we terminate our agreement (or any part of it) in respect of any Services in accordance with clause 8.2 or (b) notwithstanding clause 8.1, you wish or purport to terminate our agreement in respect of any Services before the end of the Initial Term or before the expiry of any notice to terminate and we, at our sole discretion, agree to such termination you will in all such cases remain responsible for paying the full amount (or such reduced amount as we shall, in our absolute discretion, agree) of the Fees that would otherwise have been payable throughout the whole of the Initial Term and until the expiry of any notice that would have been required to terminate our agreement.

9. Reservation of Ownership and Intellectual Property:

9.1 Property, legal and beneficial, and all materials supplied by us shall not pass to you until we have received full payment for all sums then owed by you to us.

9.2 Materials in respect of which property has remained with us shall be kept identifiable as our property and shall not be copied except for internal purposes only and you shall at your own expense immediately return such materials and all copies to us or permit us to enter into your premises to collect them should we so request.

9.3 All intellectual property rights created or provided by us or our employees or any Third Party shall be and remain our property and any such rights shall be licensed to you for internal use only.

10. Force Majeure:

We shall not be liable for any claims, costs, damages or other losses suffered by you to the extent resulting from any failure on our part, our servants and / or agents caused by or directly or indirectly due to war, terrorism, act of any government or other competent authority, civil unrest, embargo, computer system failure, storm, fire, accident, industrial action including strikes or lockouts, acts of God, illness, prevention from or hindrance in obtaining raw materials, energy or other supplies, or any other similar cause or matter beyond our reasonable control.

11. Client Obligations:

11.1 You and the person who has signed the Specification or agreed to our services on your behalf, warrants that you and such person are legally capable of entering into binding contracts on your behalf.

11.2 Nothing in these Conditions shall give rise to any partnership, joint venture, agency or any other such relationship between us.

11.3 By providing personal data relating to your employees or agents to us, you confirm that you are entitled to disclose such data to us under the terms of the Data Protection Act 1998 and related legislation and that we are entitled to process such data for the purposes of providing the Services to you.

11.4 Where we are required to perform any Services at your premises, you agree to (a) provide a safe working environment including providing safety wear and equipment and full information on health and safety requirements; (b) have in place suitable employer’s liability and public liability insurance at all relevant times; and (c) provide internet access and scanning, printing and other office facilities, ensure any information you provide is complete and accurate and being on time to any planned meetings.

12. Rights of Third Parties:

It is acknowledged and agreed by you that these Conditions are not intended to be and shall not be enforced by any person other than you under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.

13. Data Protection

For delivery of our services, you are the data controller and we are the data processor. 

13.1 Subject matter of processing
The subject matter of the processing under this contract will or may be employment related personal data of those employed and or engaged in a work-related capacity by the controller, candidates for jobs at the controller, ex-employees or workers or self-employed individuals. 

Employment related data includes the data set out in the controller’s Register of Employment Related Data. 

13.2 Duration of processing
The data will be processed and/or erased in accordance with the controller’s instruction. The processor will unless instructed otherwise will cease processing any personal data and erase such data after a period of 6 years after which they may be destroyed without further notice. 

13.3 Nature and purpose of the processing
The nature and purpose of the processing is for the controller to receive support and advice from the processor in relation to employment-based matters, including general HR related, to assist with legal compliance and good practice in the area of employment. 

The processing will be limited to such matters with processing being conducted electronically and by hard copy information. 

13.4 The categories of data subjects and type of personal data
The categories of data subjects will include those recorded on the controller’s Register of Employment Related Data, candidates for jobs or work, employees, workers, apprentices, volunteers, self-employed individuals, and ex-employees or workers or apprentices, or self-employed individuals or volunteers and any individuals seeking to bring claims or bringing claims against the controller. 

The type of personal data will be the type of personal data as set out in the controller’s Register of Employment Data, and will include where appropriate names, addresses, email addresses, contact details, phone numbers, personal details (such as date of birth, national insurance number, next of kin, emergency contacts, nationality and the right to work in UK), criminal records, bank account details, pay details, data relating to the contract (including terms and conditions), working hours, timekeeping records, attendance and sickness absence records, periods of statutory leave (such as maternity, adoption, parental, paternity, shared parental leave), statutory entitlements, pay details, pension details, benefits, training records, qualifications, appraisal and or assessments and or performance review information or other performance management information, skills and experience, work history (including work history with others as may be detailed on CVs or application forms), references, disciplinary and grievances, records of concern, disability, health and or medical records, health and safety records, equal opportunity related information, any relevant information relating to the use of company equipment/resources, or the performance of the role or the planning or organisation of work, or any relevant details or data needed to deal with any employment based legal claims. 

13.5 Obligations of processor
The Processor will:. 

  1. Only process personal data on the documented instructions of the controller, including with regard to transfers of personal data to a third country or an international organisation, unless required to do so by Union or Member State Law to which the processor is subject. In such a case the processor shall inform the controller of that legal requirement before processing unless that law prohibits such information on important grounds of public interest. 
  2. Ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  3. Take all measures required to implement appropriate technical, and organisational measures to ensure a level of security appropriate to the risk to such data, including where appropriate; the use of pseudonymisation/encryption of personal data; the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services; the ability to restore the availability and access to personal data in a timely manner in the event of a physical, or technical incident; a process for regularly testing, assessing, and evaluation ,the effectiveness of technical and organisational measures for ensuring the security of the processing. 
  4. Not engage a sub processor without prior specific or general written authorisation from the controller. Where the processor does engage a sub processor the processor will place on the sub processor the same obligations that are placed upon the processor by this contract. 
  5. Shall assist the controller insofar as it is possible in the controller fulfilling its obligation to respond to requests for exercising the data subject’s rights. 
  6. Assist the controller in ensuring compliance with data protection legislation around the security of personal data considering the nature of processing and the information available to the processor. 
  7. At the choice of the controller, delete or return all the personal data to the controller after the end of the provision of the services relating to processing, and deletes existing copes unless the law requires storage of the personal data. 
  8. Make available to the controller all the information necessary to demonstrate compliance with our obligations as a processor and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller. 

13. Jurisdiction:

This contract is subject to the Laws of England and the non-exclusive jurisdiction of the English Courts.