HR Software terms and conditions
(Last updated: 20 November, 2018)
We reserve the right to amend these Terms at any time. If we substantively amend these Terms, we will post the updated Terms on the Website at least seven (7) days’ before the changes take effect during which period of time you may reject the changes by terminating your account. If You have an annual subscription and you terminate Your account within six months from the Effective Date, You will receive a pro rata refund. You will not receive a refund if you terminate Your account more than six months from the Effective Date or if You have a monthly subscription. No notice shall be required for non-substantive changes to these Terms. If You do not agree to any of these Terms or any amended Terms, do not use or access (or continue to access) the Services or Website.
If You are agreeing to these Terms on behalf of other individual Users under your control, You shall procure that such other individuals comply with these Terms and You shall be responsible and liable where such other individual users breach these Terms.
1. Definitions & interpretations
- Content means all documents, files, electronic media, calendar dates, discussions, tasks, meetings, telephone and web conference details and whiteboards, visual, written or audible data, information or material including, without limitation, any hyperlink, application, graphic, artwork, video, music, text, image, logo, word, sound avatar, document, spreadsheet, text message, form entry, web page, and any other file or data or any similar material, including but not limited to each of the foregoing that is uploaded to, transferred through, publicly posted, processed or entered into the Services.
- Data Protection Legislation up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter: unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then (b) any successor legislation to the GDPR or the Data Protection Act 1998.
- Effective Date means the date that You register for a Free Trial.
- Fees means the fees payable by You in relation to the use of the Services and the Website by any User as set out in www.staffsquared.com/hr-software-pricing/.
- Free Trial means Your limited right to use the Services free from any payment obligation, from the date of Your registration to use the Services until 14 days thereafter.
- Initial Subscription Term means the initial term of the subscription that You have.
- Intellectual Property Rights means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- Licence has the meaning given in Clause 3.1.
- Renewal Period means the period described in Clause 15.1.
- Services means provision of the Website and other web services, Your Workspaces, associated software, and other services related thereto provided to You by Us in accordance with these Terms and with the characteristics and features as described at www.staffsquared.com from time to time.
- Software means the software applications provided by the Supplier as part of the Services.
- Subscription Date means the date on which You first purchased a subscription from us.
- The Parties means You and Us collectively and “Party” shall be construed accordingly.
- User means an individual who has completed the user registration process and created a user account with Staff Squared. This includes any individual that We create a user account for on Your behalf and any individual invited by You to become a User.
- Website means the website at www.staffsquared.com and any other associated www.staffsquared.com domains.
- We/Us/Our/Staff Squared means Staff Squared Limited described in Clause 25 “Who You are Contracting With “.
- Workspace means a secure, private online service where You can share files, information, discuss ideas, arrange meetings and use all of the Service’s tools and features with Your clients, colleagues and teams, which can be accessed by Users who are authorised by You to access the Services.
- You or Your means the company or other legal entity which is accepting these Terms and any other person that You have authorised to use the Services or Website on Your behalf.
- Your Content means all Content that is uploaded or emailed to, transferred through, publicly posted, processed or entered into the Services and/or Website by You for the purpose of using the Services and/or Website or facilitating Your use of the Services and/or Website.
- In these Terms, unless the context requires otherwise:
- Any reference to a “person” includes any individual, company, corporation, firm partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality) and references to any of the same shall include a reference to the others;
- References to any legislation, statute or statutory provisions includes a reference to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision;
- Any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words;
- References to the singular include the plural and in each case vice versa; and
- The headings and sub headings in these Terms are inserted for convenience only and shall not affect the meaning of these Terms.
2. Free trial
- If at the end of a Free Trial, You do not wish to purchase the Services from Us, please notify us by sending an email to: [email protected].
- In the event that You do not notify Us of Your intention to cancel or pay for the Services, We reserve the right to deny You access to Your account and the Services and delete Your Content.
3. Grant of licence
- Subject to You agreeing to comply with the remaining provisions of these Terms, We hereby grant to You a non-transferable, non-exclusive, non-sublicensable, limited term right and licence to access and use the Services and Website solely for the purpose of storing or otherwise using or sharing Content with other Users (Licence).
- Except for the rights specifically granted under these Terms, You are not given any right, title or interest in or to the Services or Website, and We expressly reserve all such rights, title and interests.
- The Services and Website provided by Us to You and any copies thereof made by You are and shall remain Our exclusive property.
You agree that You shall not do any of the following acts:
a. Modify, alter, adapt, translate, amend, incorporate, merge, or otherwise alter the Services, Website or Software or permit the Services, Website or Software or any part of them to be combined with, or become incorporated in, any other programs;
b. Attempt to decompile, reverse engineer or otherwise disassemble the Services, Website or Software;
c. Attempt to copy or decrypt any Software (or any part of it), including but not limited to Software source code;
d. Create any derivative works of the Software or the Website including but not limited to, the translation or localization of any Software or break down of any Software, which is licensed to You as a single product, into its component parts;
e. Redistribute, encumber, sell, rent, lease, transfer, assign or otherwise commercially exploit the Services, Website or Software or otherwise make the Services or Website available to any third party except the other Users;
f. Remove, alter, or destroy from the Services or the Website any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded in the Services or the Website;
g. access all or any part of the Services, Website and Software in order to build a product or service which competes with the Services, Website and/or Software;
h. use the Services, Website and Software to provide services to third parties; or
i. attempt to obtain, or assist third parties in obtaining, access to the Services, Website or Software, other than as provided under these Terms.
- Any breach of Clause 3.4 entitles Us to immediately terminate the Licence, without prejudice to any other rights or remedies We may have against You.
4. Services and access to services
- We reserve the right at any time and from time to time to reasonably modify or discontinue, temporarily or permanently, the Services or Website (or any part thereof), including but not limited to modifications to the design, operational method, technical specifications, systems, and other functions. You agree that We shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Services or Website.
- The Services and Website are normally available over the Internet around the clock. We shall be entitled to take measures that affect the aforementioned accessibility when We deem such to be necessary for technical, maintenance, operational, or security reasons. You are hereby aware and acknowledge that Your access to the Internet cannot be guaranteed and that We shall not be liable for deficiencies in Your own Internet connections or equipment.
- We shall be entitled to retain subcontractors for the performance of obligations in accordance with these Terms.
- The Services or Website may contain links to third party websites that are not owned or controlled by Us. These links are provided solely for Your convenience. We have no control over any linked third party sites, are not responsible for the content of such sites, and make no representations or warranties with respect to such sites. If You click through to a third party’s site, You do so at your own risk. You acknowledge and agree that under no circumstances will We be liable in any way for any third party Content posted, displayed, linked to or otherwise transmitted via the Services or Website.
5. Your obligations
- You shall comply with the security and administrative regulations as notified by Us in conjunction with registration, by email or in any other manner from time to time made available on the Website.
By using the Services or Website, You represent that You are authorised to receive the Services under the laws of the geographical jurisdiction in which You are located, and specifically that You can form a binding contract with Us, and You may use the Services or Website only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. By your use of the Services and Website, You affirm that:
a. You are at least 18 years of age, have attained the legal age of majority in your geographical location, or possess legal parental or guardian consent if required, and are fully able and competent to enter into the terms, conditions, and obligations, set forth in these Terms. If You are under 18 years of age, do not use the Services and Website;
b. You are not a consumer and, subject to Clause 3.4(e), are only using this Website in connection with Your own business or commercial venture. We do not provide this site for domestic or private use.
You agree to reasonably:
a. provide true, accurate, current and complete information about Users as prompted by the registration process, including User’s identity and a correct and legitimate email address (the Registration Data);
b. maintain and promptly update the Registration Data to keep it true, accurate, current and complete;
c. maintain the security of Your password and identification; and
d. consent and authorise Us to verify Your Registration Data.
- If You provide any information that is untrue, inaccurate, not current or incomplete, or We have a reasonable belief that such information is untrue, inaccurate, not current, or incomplete, We have the right to suspend or terminate a User account and refuse any and all current or future use of the Services or Website (or any portion thereof).
- You are responsible for maintaining the confidentiality of Your password and Registration Data. You agree to notify Us immediately of any unauthorised use of Your account, password, or any other breach of security. You may be held liable for losses incurred by Us or any other user of the Services or Website due to someone else using Your Registration Data.
- You shall be responsible for the activities You conduct through use of the Services and Website and shall ensure compliance with laws in conjunction therewith. Your Content shall be Your sole responsibility.
- You agree that We may use Your company name and/or logo on Our marketing materials, including the Website, collateral and press releases.
You agree not to:
a. Use or launch any automated system, including without limitation, “robots”, “spiders” or “offline readers” that accesses the Services or Website in a manner that sends more request messages to Our servers in a given period of time than a single human can reasonably produce in the same period by using a conventional online web browser;
b. Collect or harvest any personally identifiable information, including names, from the Services or Website;
c. Use any information provided in the Services or Website for the sending of spam, bulk email messages, bulk instant messages, MP3 files, music files, video files or executable program files, any bulky files, or any other file that has a disproportionate number of hits for the number of pages or network transfers;
d. Use any part of the Services or Website to upload, post, email, or transmit viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other software, files or programs that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or network equipment;
e. Use any part of the Services or Website to pretend to be Staff Squared or someone else or otherwise misrepresent your identity or affiliation or attempt to disguise the origin of any Content;
f. Use the Services, Website or any part thereof to violate or infringe anyone’s Intellectual Property Rights;
g. “Stalk” or otherwise harass another;
h. Interfere with or disrupt the Website, servers, or networks connected to the Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website;
i. Upload, post, email, transmit, or otherwise make available any Content that We, in our sole discretion, deem to be unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, inflammatory, hateful, or racially, religiously, ethnically, or otherwise objectionable, or harmful to minors;
j. Attempt to gain unauthorised access to the Services or Website or any portion or feature of thereof, or any other systems or networks connected to the Website or to any of Our servers;
k. Probe, scan, or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website;
l. Take any action that imposes an unreasonable load on the Services or Website or on Our infrastructure or networks or any networks connected to the Website;
m. Use the Services or Website in order to obtain material which per se or if sent to another party might injure the reputation of a third party, or in any manner which may result in the infringement of any third party’s Intellectual Property Rights, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner incompatible with the purpose thereof;
n. Register, operate or otherwise control more than one User account; or
o. Provide access to the Services or Website to anyone else other than Users.
- You represent and warrant that You shall be responsible for monitoring Your Workspaces and shall be liable to Us for ensuring that Your Content does not infringe any third party rights nor in any other manner violates governing legislation or regulation, and that You possess such necessary licences from third parties as may be required in order to process the Content and/or use the Services.
- You are aware and hereby acknowledge that You are not permitted to use the Services or Website in order to gain material in breach of any law or material which in any manner contravenes generally accepted practices.
- Any breach of the obligations set forth in this Clause 5 entitles Us to immediately revoke the Licence, without prejudice to any other rights or remedies We may have against You.
6. Back-up and privacy
- In the event of any loss or damage to Your Content, Your sole and exclusive remedy shall be for Staff Squared to use reasonable commercial endeavours to restore the lost or damaged Content from the latest back-up of Your Content maintained by Us. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Content caused by any third party (except those third parties sub-contracted by us to perform services related to the back-up of Your Content).
- Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
The parties acknowledge that:
a. if Staff Squared processes any personal data on Your behalf when performing its obligations under these Terms, You are the data controller and Staff Squared is the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation);
b. The Schedule sets out the scope, nature and purpose of processing by Staff Squared, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject;
c. You acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where You are located in order to carry out the Services and Staff Squared’s other obligations under these Terms.
- You shall ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Staff Squared for the duration and purposes of the Licence so that Staff Squared may lawfully use, process and transfer the Personal Data in accordance with these Terms on Your behalf.
Staff Squared shall, in relation to any Personal Data processed in connection with the performance by Staff Squared of its obligations under these Terms:
a. process that Personal Data only on Your written instructions unless Staff Squared is required by the laws of any member of the European Union or by the laws of the European Union applicable to Staff Squared to process Personal Data (Applicable Laws). Where Staff Squared is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Staff Squared shall promptly notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Staff Squared from so notifying You;
b. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
c. not transfer any Personal Data outside of the EEA unless the following conditions are fulfilled:
(i) You or Staff Squared have provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) Staff Squared complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) Staff Squared complies with reasonable instructions notified to it in advance by You with respect to the processing of the Personal Data;
(v) assist You, at Your cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(vi) notify You without undue delay on becoming aware of a Personal Data breach;
(vii) at Your written direction, delete or return Personal Data and copies thereof to You on termination of the Licence unless required by Applicable Law to store the Personal Data; and
(viii) maintain complete and accurate records and information to demonstrate its compliance with this clause 6.
- Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
- You consent to Staff Squared appointing the third-party processors set out in paragraph 1.4 of the Schedule as third party processors of Personal Data under these Terms. Staff Squared confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business. As between You and Staff Squared, Staff Squared shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6.
- Either party may, at any time on not less than 30 days’ notice, revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Terms).
You agree to indemnify and hold Us and our subsidiaries, affiliates, officers, agents, and employees harmless from any claims, actions, proceedings, losses, expenses, costs or damages (including reasonable legal fees, expert fees, and other costs of litigation) suffered or incurred by Us arising directly or indirectly from, as a result of, or in any manner related to:
a. Your Content;
b. Your use of the Services or the Website;
c. Your breach of these Terms; or
d. Your breach of any Intellectual Property Rights or other rights of a third party.
8. Rules about linking to the website
- You may link to Our home page, provided You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it.
- You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part where none exists.
- You must not establish a link to the Website in any website that is not owned by You.
- The Website must not be framed on any other site, nor may You create a link to any part of the Website other than the home page.
- We reserve the right to withdraw linking permission without notice.
- The website in which You are linking to must not contain any Content which breaches Clause 5.8.
- If You wish to link to the Website other than set out above, please contact [email protected].
9. Notification of unauthorised acts
- You are obligated to notify Us in writing regarding any actual or perceived breach of these Terms.
- In the event that You notify Us in accordance with Clause 9.1 above, You shall co-operate fully with Us by providing Us with all information that is reasonably requested by Us from You.
10. Proprietary rights
- We shall hold title to all Intellectual Property Rights in the Services, Website and Software or, in the alternative, shall possess a licence to use the same. Such Intellectual Property Rights may only be used by You in the manner stated in these Terms. Under no circumstances shall You or a third party acquire any Intellectual Property Rights to the Services, Website or Software. Note that access to the Services and Website is licensed, and not sold, on the terms set out in these Terms.
- All Your Content shall remain Your sole property or the property of its third party legal owner but You hereby grant us a non-exclusive, non-transferable and worldwide licence to use Your Content to such extent as is necessary to enable Us to provide the Services to You. If Your Content is owned by a third party You shall procure that such third party grants us an equivalent licence to use the Content.
- We do not have access to Your Content save by express approval by You, allowing Us access to Your Content through methods such as, but not limited to, an invitation to Us by You to join one or more of Your Workspaces.
- By uploading third party Content, You represent and warrant that you have obtained all necessary licences, permissions, consents and agreements necessary for the lawful use of such third party Content by Us and by third parties in accordance with these Terms and in order for Us to provide the Services.
- We have the right to disclose Your identity to any third party who is claiming that any of Your Content constitutes a breach of their Intellectual property Rights, or of their right to privacy.
- THE FOLLOWING DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THESE TERMS. NO USE OF THE SERVICES OR WEBSITE IS AUTHORISED HEREUNDER EXCEPT PURSUANT TO THESE DISCLAIMERS.
- You are responsible for ensuring that Your Internet connections, computer unit and telephone service are compatible with the Services and Website and for any damage that may be caused to such items by anything You access or obtain using them. We shall not be liable for any losses suffered by You as a result of any such incompatibility or damage. You are responsible for paying any and all charges in relation to Your internet connection, computer unit and telephone service.
- You understand that Your Content, whether publicly posted or privately transmitted, is Your sole responsibility and You are responsible for ensuring that any use of it is lawful. This means that You, and not Us, are entirely responsible for Your Content. We do not control the Content posted by Users, and do not guarantee the accuracy, integrity, or quality of such Content. You agree that You must evaluate, and bear all risks, associated with, the use of any third party Content, including any reliance on the accuracy, completeness, or usefulness of such Content. Additionally, We do not represent, warrant, or guarantee the truthfulness, accuracy, quality or reliability of any of the third party Content posted, displayed, linked to or otherwise transmitted via the Services or Website. Under no circumstances will We be liable in any way for any third party Content, including, but not limited to, any errors or omissions in any third party Content, or any loss or damage of any kind incurred as a result of the use of any third party Content posted, emailed, transmitted or otherwise made available via the Services or Website.
- We are further not responsible and nor shall You deem Us to be responsible for any of Your Content or any third party Content which is defamatory, obscene, racist, sexist, or otherwise derogatory even where such Content is in breach of any rule imposed by Us.
- We neither endorse nor are We responsible for the accuracy, reliability or veracity of any opinion, advice, or statement including but not limited to the pricing or other information of products or other services offered for sale or licence or otherwise marketed via the Services. We shall not be liable for any loss suffered by You in reliance on any statement, opinion or advice in the Services or Website and it is entirely incumbent on You to verify the accuracy of such opinion, advice or statement offered through the Services or Website prior to Your reliance upon it. Wherever possible You ought to obtain the advice of a recognised professional in the relevant field in which the opinion, advice or statement is offered.
- We are under no obligation to provide You with any technical support under these Terms, and We provide You with no assurance that any specific errors, software bugs, problems, discrepancies or other matters raised by You will be rectified.
YOU EXPRESSLY CONFIRM THAT YOU UNDERSTAND AND AGREE THAT WE PROVIDE REASONABLE EFFORTS TO ENSURE THE AVAILABLILITY AND SECURITY OF OUR PRODUCTS AND SERVICES, BUT YOUR USE OF THE SERVICES AND WEBSITE IS AT YOUR SOLE RISK. THE SERVICES AND WEBSITE ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND COULD CONTAIN DEFECTS, FAULTS, MISTAKES, AND OTHER DEFICIENCIES. WE MAKE NO WARRANTY THAT:
A. ACCESS TO OUR SERVICES OR WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE, OR WILL OPERATE AT ANY PARTICULAR SPEED OR FREQUENCY;
B. OUR SERVICES WILL MEET YOUR REQUIREMENTS; OR
C. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES OR WEBSITE WILL BE ACCURATE OR RELIABLE.
- The aforesaid disclaimers shall survive termination of the Licence.
12. Limited warranty
- Subject to Clause 11.7, we warrant that the Website and Services shall perform substantially in accordance with the descriptions of the Service contained in printed materials produced by Us and/or appearing on the Internet on a Staff Squared website, a Staff Squared sponsored site or advertisement. The entire and exclusive remedy for breach of this limited warranty shall be, at Our option, either (i) the return of the relevant Fees paid by You, or (ii) to repair, upgrade, or otherwise enhance the performance of Staff Squared to address the failure of performance.
- The aforesaid warranty shall survive termination of the Licence.
13. Limitation of liability
- EXCEPT AS SET OUT IN CLAUSE 12, WE DO NOT PROVIDE ANY WARRANTIES EITHER EXPRESS OR IMPLIED, AND WE EXCLUDE ALL IMPLIED CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS THAT MAY APPLY TO THE WEBSITE (INCLUDING ANY CONTENT ON IT) OR THE SERVICES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF FORESEEABLE, ARISING UNDER OR IN CONNECTION WITH:
A. USE, OR THE INABILITY TO USE, THE SERVICES OR WEBSITE; OR
B. USE OF OR RELIANCE ON ANY CONTENT.
IN PARTICULAR, WE WILL NOT BE LIABLE FOR:
A. LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE;
B. BUSINESS INTERRUPTION;
C. LOSS OF ANTICIPATED SAVINGS;
D. LOSS OF BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION: OR
E. ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.
- We do not exclude or limit in any way Our liability to You where it would be unlawful to do so. This includes liability for death or personal injury caused by Our negligence or the negligence of Our employees, agents, subcontractors and for fraud or fraudulent misrepresentation.
- Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services and Your use of the Website shall be limited to the total Fees paid by You to Us during the 12 months immediately preceding the date on which the claim arose.
14. Our remedies
- The provisions of these Terms are necessary for the protection of the business and goodwill of the Parties and are considered by the Parties to be reasonable for such purpose. You agree that any breach of these Terms by You may cause Us substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, We shall have the right to seek specific performance and other injunctive and equitable relief.
- In the event that You use the Services or Website for commercial purposes in breach Clause 3.4(e), You agree that We shall be entitled to any proceeds that You have obtained from such activity, without prejudice to other rights or remedies We may have against You.
- Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
15. Term & termination
The Licence shall, unless otherwise terminated as provided in these Terms, commence on the Effective Date and, unless You purchase a subscription, shall automatically terminate at the end of the Free Trial. If You purchase a subscription, the Licence shall commence on the Subscription Date and continue for the Initial Subscription Term and, thereafter, shall automatically renew for successive periods of one month if You purchased a monthly subscription or one year if You purchased an annual subscription (each a Renewal Period) unless:
a. in the case of a monthly subscription, either Party notifies the other party of termination, in writing, at any time before the end of the Initial Subscription Term or any Renewal Period, in which case the Licence shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period;
b. in the case of an annual subscription, 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 Licence shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period;
c. otherwise terminated in accordance with the provisions of these Terms.
- We will endeavour to provide You with notice of automatic annual renewal at least 30 days before the end of the Initial Subscription Term by emailing You at the email address you have provided Us with.
- We shall be able to terminate the Licence on 30 days’ notice at any time (including during the Initial Subscription Term) and in such circumstances We shall refund to You any Fees You have paid in advance for Services You have not received from Us.
Without affecting any other right or remedy available to it, either Party may terminate the Licence with immediate effect by giving written notice to the other Party if:
a. the other Party commits a material breach of any term of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach 30 days after being notified in writing to do so;
b. the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
c. the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more companies or the solvent reconstruction of that other Party;
d. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
e. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party;
f. the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver;
h. a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;
i. a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party’s assets and such attachment or process is not discharged within 14 days;
j. any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 15.4(d) to Clause 15.4(j) (inclusive); or
k. the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
- Please note that any Free Trial that We have arranged for You, for any period of time, shall be bound by these Terms , including the provisions of this Clause 15, unless otherwise agreed by Us in writing.
- Save as expressly provided in these Terms, the Licence may not be terminated by You for any reason.
Subject to clause 15.8, Upon termination of the Licence:
a. You shall immediately cease all use of the Website and Services and all Content;
b. We shall within 90 days of the date of termination, override or delete or otherwise dispose of Your Content in Our possession including any Content that You have uploaded to the Website. You acknowledge that it is your responsibility to remove, copy or make your own records of any data that You may require from Your Content before the date of termination.
- If We terminate this Licence immediately under clause 15.4, You shall be given a period of three business days from the date of termination in which You can access Your Content so as to allow You to remove, copy or make your own records of any data that You may require.
- Any termination of the Licence (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision in these Terms which is expressly or by implication intended to come into or continue in force on or after such termination.
16. Fees and payment for services
- You shall pay the Fees to Us in accordance with this Clause 16.
- All Fees are payable monthly in advance.
- You shall on or before the Subscription Date provide to Us valid, up-to-date and complete credit or debit card details to Us and You hereby authorise Us to bill such credit or debit card in respect of the Initial Subscription Term on the Subscription Date, or as soon as practicable by Us after the Effective Date, and thereafter on the Renewal Date or as soon as practicable by Us after that date.
If, in the case of a monthly subscription, We have not received payment within 7 days after the due date or, in the case of an annual subscription, We have not received payment within 30 days after the due date, and without prejudice to any other rights and remedies:
a. We may, without liability to You, disable Your password, account and access to all or part of the Services and the Website and We shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid;
b. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Royal Bank of Scotland plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment; and
c. We may take legal action against You to recover any outstanding Fees and You shall be liable for any additional costs, including Our legal costs, incurred by Us in recovering such Fees.
All amounts and fees stated or referred to in these Terms:
a. shall be payable in pounds sterling;
b. are, subject to Clause 15.3, non-cancellable and non-refundable;
c. are exclusive of value added tax, which shall be added to Our invoice(s) at the appropriate rate.
- We shall be entitled to increase the Fees upon 90 days’ prior notice to You and such increase shall take effect on the first day of the next Renewal Period after the Renewal Period in which the 90 days’ notice expires.
- You shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under these Terms.
- We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights or obligations under these Terms.
18. Entire agreement
- These Terms supersede all prior or contemporaneous agreements, arrangements and undertakings, whether oral or written, between the Parties and constitutes the entire agreement between the Parties relating to its subject matter. Notwithstanding the foregoing, the obligations of the Parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The Parties confirm that they have not entered into the Licence on the basis of any representation that is not expressly incorporated into these Terms.
19. Force majeure
- Neither Party shall have any liability under or be deemed to be in breach of these Terms for any delays or failures in performance which result from circumstances beyond the reasonable control of that Party including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. If such circumstances continue for a continuous period of more than 4 weeks, either Party may terminate the Licence by written notice to the other Party.
- Any costs arising from such delay shall be borne by the Party incurring the same.
20. Force majeureNotices
- Any notice to be given under these Terms by Us shall be by email via the account administrator email address(es) that You provide to Us. Any notice to Us should be in writing and delivered by hand or sent by pre-paid first class post or recorded delivery or airmail to Our registered office address set out in Clause 25, or such other address as may have been notified to You for such purposes.
- A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first class post or recorded delivery post shall be deemed to have been received at 9am on the first business day after posting. A correctly addressed notice sent by pre-paid airmail shall be deemed to have been delivered at 9.00am five business days after posting. A notice sent by email shall be deemed to have been delivered at the time of transmission.
- If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, the other provisions shall remain in force.
- If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
- No failure or delay on Our part in enforcing against You any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
23. No partnership or agency
- Nothing in these Terms is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as an 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).
24. Third parties
- These Terms shall not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999 to enforce them.
25. Who you are contracting with
- You are contracting with: Staff Squared Limited (trading as Staff Squared). We are registered in England and Wales with Company No 09080874 and have our registered office at 5-6 Barnfield Crescent, Exeter, Devon, EX1 1QT.
26. Governing law and jurisdiction
- These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
27. EU/EEA and Switzerland Data Processing
- To the extent that Staff Squared processes any Personal Data as part of Customer Data that is subject to the General Data Protection Regulation (the “GDPR”), on the Customer’s behalf, in the provision of the services hereunder, the terms of the Staff Squared Data Processing Agreement, which are hereby incorporated by reference, shall apply. For customers that are located in the European Union or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, attached to the Data Processing Agreement, with Staff Squared, which provide adequate safeguards with respect to the personal data processed by us under this Agreement and pursuant to the provisions of our Data Processing Agreement apply. You acknowledge in all cases that Staff Squared acts as the data processor of Customer Data and you are the data controller of Customer Data under applicable data protection regulations in the European Union and European Economic Area. You will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement. If you are subject to the GDPR you understand that if you give an integration provider access to your Staff Squared account, you serve as the data controller of such information and the integration provider serves as the data processor for the purposes of those data laws and regulations that apply to you. In no case are such integration providers our sub-processors.
If Staff Squared processes any Personal Data as a data processor under these Terms, it shall process it in accordance with the relevant terms of these Terms and the following specification:
- Scope: Personal Data in relation to these Terms must only be processed for the purposes detailed in paragraph 1.1.3 below.
- Nature of processing: any processing operation regarding the personal data such as collecting, recording, organising, structuring, storage, adaption or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of personal data (whether or not by automated means).
- Purpose of the processing: to facilitate Staff Squared’s performance of its obligations under these Terms.
- Duration of the processing: the Licence Period, except to the extent required under applicable law to preserve the personal data.
- Plan for destruction of personal data once the processing is complete: 90 days from the date of termination of the Licence.
The types of Personal Data that will be processed are: name, address, telephone number, email address, banking and payment details.
The categories of data subject are: employees and directors, next of kin of employees and directors.
The third party processors that we will use are:
|Trading name||Full company name and number (where relevant)||Address|
|Microsoft Azure||01624297||Microsoft Campus, Thames Valley Park, Reading, RG6 1WG|
|Slack||Slack Technologies Limited||500 Howard Street San Francisco, CA 94105 USA|
|CRM Hubspot||25 First Street, 2nd Floor, Cambridge, MA 02141 USA|
|GoCardless||07495895||65 Goswell Rd, London EC1V 7EN|
|Iridium||0350422||20 Nugent Road, Surrey Research Park, Guildford, Surrey, GU2 7AF|
|SendGrid||08955881||41 Corsham Street, London, N1 6DR|
|Olark||205 1/02 N Main St. Ann Arbor, MI 48104|
|Google Analytics||1600 Amphitheatre Parkway, Mountain View, CA 94043 USA|
|Clicky||10883 SE Main St, Milwaukie, OR, 97222|
|Uservoice||06820227||20 Newburn St, Lambeth, London, SE11 5PJ|
|WP Engine||504 Lavaca Street, Suite 1000, Austin TX, 78701, United States|
|Mailchimp||The Rocket Science Group, LLC, 675 Ponce de Leon Avenue, NE, Suite 5000, Atlanta, GA 30308 UA|
|Xero||XERO ONE, 19-23 Taranaki Street, Te Aro, Wellington 6011|