General Terms

 

Annual Charge Review

Our charges are reviewed annually and may increase with effect from the 6th of April each year.  We will notify you of any increase in advance, which will take effect immediately.

Transfer of Services

Except in connection with a merger or sale of all or substantial assets, neither party shall assign this agreement or any rights or obligation here under without the prior written consent of the other.

Complaints

Our complaints handling procedure is available on request from the person dealing with your matter, where a copy of our Complaints Form will be provided automatically. Please email your complaint to info@hrrevolution.co.uk.

Compliance with Laws and Jurisdiction

The law of England and Wales will apply to our legal relationship with our clients and disputes without regard to any principles regarding conflicts of laws. HR Revolution shall comply with English law in performing its obligation hereunder and it shall procure all necessary permits and/or licenses required by UK government agencies.

Equality and Diversity

We are committed to promoting equality and diversity in all of our dealings with clients, third parties and employees.  A copy of our Equality and Diversity Policy can be requested by emailing info@hrrevolution.co.uk.

Liability

Limitation of our liability to you: You agree that HR Revolution will have no liability for losses that were not caused by any breach of contract, negligence, statutory duty or other act or omission on our part, or where any loss suffered by you is caused directly or indirectly by your own actions or your failure to act.  We will not be liable to the extent that any losses, penalties, interest or additional tax liabilities are due to the acts or omissions of any other person or due to the provision to us of incomplete, misleading or false information or if they are due to failure to act on our advice or failure to provide us with relevant information. Where any damage or loss is suffered by you for which HR Revolution would be joint and several liable with any third party(ies), you agree that the extent to which that damage or loss will be recoverable by you from HR Revolution,  will be in proportion to HR Revolutions contribution to the damage or loss and will not be increased because of your inability to recover from any third party(ies); or any limitation of liability which you have agreed with any third party(ies).

Limitation of our Liability in relation to third parties: All documents and advice that we provide to you are for your sole use and not for any third party unless we have expressly agreed in writing that a specified third party may use our documents or rely on our advice.  You agree to indemnify us and our partners, consultants and employees in respect to any claim (including, but not limited to, any claim for negligence) arising out of any unauthorised disclosure by you or by any person for whom you are responsible, of our advice and opinions, whether in writing or otherwise.   This indemnity will extend to the costs of defending any such claim, including payment at our usual rates for the time we spend defending it.

Warranty

HR Revolution warrants that the advice and other services provided under this quote will be delivered and/or performed in a professional manner and in accordance with industry practices, and in compliance with all applicable laws and regulations.

Paperless Office

Our policy is to work as paper-less as possible to protect the environment and ensure accessibility for our team and clients. As such your documentation will be scanned and held on our internal systems securely.  Should you wish to retain original records please instruct us and we will ensure we keep a file on your behalf. All documentation is available for you as required.

Independent Contractor

It is agreed HR Revolution and its employees are independent contractors and not employees of your business. Neither party may act as an agent for or make a commitment on behalf of the other party.  HR Revolution employees are not eligible for any employee benefit programs of your business, including but not limited to workers compensation, disability insurance or unemployment insurance.  It is further agreed that employees of HR Revolution will not hold themselves out to be employees of your business. The business and HR Revolution agree that under the terms of this Agreement, HR Revolution will be responsible for properly reporting and paying any and all taxes with respect to amount(s) paid to HR Revolution by you hereunder, as well as for withholding requirements which may be imposed upon HR Revolution as an employer of others in connection with this Agreement.

Non-poaching Agreement

HR Revolution had a strict non-poaching policy. HR Revolution will a agree not to poach staff from your business and you not to poach staff from HR Revolution.  Should you wish to employee directly any of the HR Revolution team, in any capacity whatsoever, you will need to notify the business before any action is taken and we can discuss viability of the request for both parties and the individual involved.  Should an agreement not be made and any of our team is poached you agree to pay a transfer fee equal to the individual’s gross salary for immediate payment. Should you not inform HR Revolution and be found to have poached a member of the team, you will be charged the full gross annual salary for immediate payment.

HR REWARD

 

Client Responsibilities

It is your responsibility to ensure you return all the necessary documentation within the correct timescales for payroll to be set up and completed each month.

You are responsible for making payments to your employees. We will provide all reports for what and how to pay but you are solely responsible for the final payments, unless otherwise agreed.

You are responsible for making payments to HRMC for your tax and NI contributions, unless otherwise agreed. We will provide all reports for what and how to pay but you are solely responsible for the final payments.

You are responsible for payment of all fines and outstanding debt.

You are solely responsible for ensuring that all information provided for staff is accurate.  We will provide your report for you to check each payroll/pension and benefit provision.

Time Allocation

We will endeavour to have your payroll set up as quickly as possible, however please note HMRC timeframes to issue new PAYE numbers and reset providers can take up to 40 days.

Pension

If we are running your Nest pension you will be required to set up a direct debit allowing Nest to take payments directly. You will be required to provide direct debit details upon set up, this is not optional.

All other pension providers (unless otherwise agreed) will need to be paid directly to the provider.

 

Benefits

If we are running your perks package you will be required to set up a direct debit payment directly with us.  This is not optional.

All other employee benefits providers (unless otherwise agreed) will need to be paid directly to the provider.

In the main our reward solutions are cloud based; reports, payslips, benefit statements will all be provided electronically unless otherwise requested. This may incur additional costs for time and postage.

HR SYSTEMS HRIS

 

Responsibility for Work

If you have opted to include support with your HRIS service, this will be carried out by HR Revolution as your first line support and will incur additional charges for administration time. The HR Revolution team will ensure best practice and speedy delivery of work.

Service and Data Security

Our HRIS service is provided by our HRIS provider as outlined in your quote, who are registered with the Information Commissioner’s Office (ICO) for the purposes of handing confidential data with the UK. Strict data handling procedures ensure their staff do not have visibility of passwords and access beyond their ability to support your system. They will not undertake any working involving your data without your permission and hold no responsibility for the maintenance and content of your data. Internal processes are regularly audited in line with the current legislation and their terms and conditions. Security is the number one priority and the system (HRIS) uses HTTP encryption that ensures your data is always encrypted as it travels from servers to web browsers. All data centres are UK based and is backed up hourly and, on the day, and kept for a period of three months. All data can be exported through employee export and reports in an excel format.

Account Info & Data

Account Information and Data The Client, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and Intellectual property ownership or right to use of all Client Data, and HR Revolution shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data. In the event this Agreement is terminated (other than by reason of the Client’s breach), HR Revolution shall advise the Client how it may retrieve the Client Data but it will be the sole responsibility of the Client to retrieve a copy of their Client Data within 30 days of termination after which time all such data may be deleted. We reserve the right to withhold, remove and/or discard Client Data without notice for any breach by the Client, including, without limitation, their non-payment. Upon termination by HR Revolution for any breach, the Client’s right to access or use Client Data immediately ceases, and there shall be no obligation to maintain or store or forward any Client Data.

Annual Subscription Renewals

All annual subscriptions will automatically roll into the next year if not cancelled before the end date.  We aim to contact you in the months running up to your renewals date, however in some cases, especially if your internal team changes, this may not reach you. You are solely responsible for communicating your cancellation to us before the end term of your contract.  Should there be any price increases in the time since you accepted the previous year’s quote, you will be invoiced at the new higher rate.  Annual subscriptions are non-refundable once accepted. The terms outlined here relating to annual subscriptions supersedes any other notice periods once the contract has started and/or the end date has lapsed.

Client’s Responsibilities

The Client is responsible for all activity occurring under their User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with their use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. The Client shall: (i) notify HR Revolution immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to HR Revolution immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by the Client or their Users; and (iii) not impersonate another User or provide false identity information to gain access to or use the service.

Intellectual Property Ownership

Our third parties alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual property rights and any content relating to the services.  In addition, any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the service. This Agreement is not a sale and does not convey to the Client any rights of ownership in or related to the service, the technology or the Intellectual Property Rights. Ownership extends to the software, not the client or HR content held within it.

License Grant Restrictions

These restrictions are imposed by 3rd party providers as outlined in this agreement, hereby granted to the Client are a non-exclusive, non-transferable, right to use the Service, solely for the Client’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to the Client are reserved by the provider and its licensors.

The Client may not access the service if they are a direct competitor of the products being provided. In addition, the Client may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

The client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the service or the Content in any way; (ii) modify or make derivative works based upon the service or the Content; iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

The Client may use the service only for internal business purposes and shall not: (i) store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (ii) store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorised access to the Service or its related systems or networks.

MARKETING & YOUR DATA

 

By signing this quote to work with us you are agreeing to be added to our mailing list – This mailing list allows us to keep you up to date with useful HR information and employment legislation throughout the year.   You can of course opt out or update your preferences at any point by click the link within the mail out.

NDA Terms of Agreement

WHEREAS The Company and the Second Party (the “Parties”) have an interest in participating in discussions wherein either Party might share information with the other that the disclosing Party considers to be proprietary and confidential to itself (“Confidential Information”); and

WHEREAS the Parties agree that Confidential Information of a Party might include, but not be limited to that Party’s: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information;

NOW, THEREFORE, the Parties agree as follows:

  1. Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate.
  1. When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party (“Recipient”) shall, for a period of three (3) years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care.The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement.  The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.
  1. All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party.The Recipient shall honour any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information.  The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.
  1. The terms of this Agreement shall not be construed to limit either Party’s right to develop independently or acquire products without use of the other Party’s Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for its products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniquescontemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development.
  1. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information:
  • Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or
  • Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or
  • Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or
  • Is approved for release (and only to the extent so approved) by the disclosing Party; or
  • Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.
  1. The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing Party from time to time) to safeguard the Confidential Information from unauthorised access or use.
  1. Each party agrees to inform the other immediately upon becoming aware or suspecting that Confidential Information has been disclosed to an unauthorised party.
  1. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.
  1. Neither Party will, without prior approval of the other Party, make any public announcement of or otherwise disclose the existence or the terms of this Agreement.
  1. This Agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement.#
  1. This Agreement shall remain in effect for a period of two (2) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement.The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.

PAYMENT TERMS

 

How we invoice for our services

All services are invoiced to you in advance.

We require that clients pay an initial payment to secure our services.

To save any misunderstanding, work will only commence once your initial payment has been received.

Retained Consultancy Solutions (HR, HR Admin, Talent)

You will be invoiced for the first months cost upfront and monthly thereafter on or around the 1st of each month.  You will be asked to set up a direct debit or standing order for your regular payments.  If you would prefer to be invoiced monthly for this, please speak to our finance team to arrange this.

Additional work required for retained clients

Any additional work over and above your retainer hours for the previous month will also be charged in a separate invoice sent within the first week of the month following usage.

On Account & Project Solutions (HR, HR Admin, Talent)

You will be issued a payment on receipt invoice for this work and will be required to have funds on account prior to us commencing any work.  These funds will remain on account for you to use as you require.  You will be notified when your funds begin to run low should you need more hours these will be invoiced.

Products

All products are purchased and paid for upfront.

How You Pay

By BACS Transfer – our accounts details for BACS are:

Payee: HR Revolution Ltd

Payment Ref: Please use your invoice number

Bank Details: HSBC Plc, 105 Mount Pleasant, Tunbridge Wells, Kent, TN1 1QP

Sort Code: 40-44-37

Account Number: 32222256

IBAN: GB83HBUK40443732222256

BIC: HBUKGB41603

Standard payment terms to 14 days unless otherwise agreed in writing and/or as specified above.

Direct Debit

The easiest way to pay is via direct debit, you will receive a direct debit mandate as standard with your first invoice. Please note that agreeing to the direct debit means that payment will be initiated on the date of invoice and therefore supersedes all other payment terms.

Bank Transfer & International Fees

Please note that you are responsible for payment of your own bank or international transfer charges.  Should these not be paid we retain the rights to invoice you for these costs incurred.

Queries

Any queries regarding our payment process please don’t hesitate to call us on +44 (0) 203 538 5311 or email our finance team finance@hrrevolution.co.uk

Non-Payment

Please note that any invoices that are not paid within the payment terms agreed will result in your account being put on hold until payments are received.  Any unused hours still remaining on your account will be lost if your account is not paid within 48 hours of notification of your on-hold status.

Ending our Relationship

Either party may terminate this Agreement for convenience upon written notice to the other party.  Notice of 3 months must be given to terminate our services or discontinue HRIS Services.  Once notice has been received and agreed we will invoice you for your notice period as one invoice which includes your final 3 months billing this ensures a smooth exit and allows us time to collate your handover or transition projects.

Upon any termination or expiration of this Agreement, once your account is fully paid up, we will provide you with reasonable help in assisting with the transition to your internal staff or to another provider, including without limitation providing you with all of your historical employee and contractor data, and all other of your Confidential Information in a format reasonably requested by you.  Thereafter we shall securely erase and remove all of your Confidential Information from our computers and files (except as required by law).

If a conflict of interest arises, we must stop acting for you with immediate effect, where we will provide you with written notice and help you secure another outsourced provider.

TALENT

 

Direct Sourcing

We understand that often multiple recruiters are in place during the hiring process, however, should you source a suitable candidate via an alternative consultant you will still be liable for the full consultancy fees as outlined in this quote.

Rebates

We do not offer rebates on time spent.

Job and Advertising boards

As part of your hiring project we will agree the best job boards to use to ensure your talent pool is as bespoke as possible. If it becomes necessary to use additional job boards to our standard ones, then costs will be agreed up front.

HR Hire: Candidate Suitability Checks

We endeavour to ensure the suitability of Candidates Introduced our Clients by taking reasonably practicable steps to ensure that it would not be detrimental to the interests of either the Client or the Candidate; ensure that both the Client and Candidate are aware of any requirements imposed by law or by any professional body; and confirm that the Candidate is willing to work in the position and obtain confirmation of the Candidate’s identity; and that the Candidate has the experience, training, qualifications and any authorisation which the Client considers necessary or which may be required by law or by any professional body.

The Client is responsible for:

– Satisfying itself that the Candidate is suitable for the position they are seeking to fill.

– Taking up any references provided by the Candidate.

– Checking the Candidate’s right to work as required by the law of the country in which they are engaged to work.

– Providing details of the position which it seeks to fill, including the type of work; the location; hours of work; experience, training, qualifications and any authorisation which the Client considers necessary or which are required by law or any professional body for the Candidate to possess in order to work in the position.

– Providing details of any risks to health or safety and what steps they have taken to prevent or control such risks.

– Providing the date the Client requires the Candidate to commence the Engagement; the duration or likely duration of the Engagement; the minimum rate of remuneration, expenses and any other benefits that would be offered; the intervals of payment of remuneration; and the length of notice that the Candidate would be entitled to give and receive to terminate their employment with the Client.

THIRD PARTIES

 

In some cases, specifically when we need to include specialist skills, we may need to utilise our network of third-party suppliers.  We are transparent in our working practises so where required, we will inform you.  Our network of suppliers is specifically selected to ensure they meet our rigid service level and echo the ethos and values of HR Revolution.  We regularly check all suppliers to ensure they follow GDPR and general compliance.

General

We work with a number of third-party suppliers, to ensure we remain transparent, if we are utilising their support for projects you will be informed.  Suppliers include; HRIS, DBS and anti-money laundering checks, payroll, employee benefits, associate consultants including specialist recruiters, HR and legal consultants.

YOUR PROTECTION

 

Confidentiality

HR Revolution understands that it will be receiving, already has received or has access to information which you consider to be proprietary and confidential in nature (‘Confidential Information’).  HR Revolution and its employees may only use your confidential information as necessary to provide advice and other services as specified and shall not permit any of your confidential information to be copied, reproduced or duplicate by any means or under any circumstances whatsoever.  HR Revolution agrees that neither HR Revolution or its employees will disclose any of your confidential information in any manner whatsoever to any employee (except those directly engaged in the performance of the advice and other services as specified herein) nor to any third party.  HR Revolution also agreed not to disclose to you, or induce you to use, any confidential information or material in violation or the rights of any former employer’s or clients of HR Revolution or its employees, or in violation of the rights of any third parties.  HR Revolution shall use industry best practice security measures to protect all of your Confidential Information, including without limitation all personal information.

GDPR, Data Protection and Data Handling

“Data Protection Legislation” means the Data Protection Act 2018 (“DPA”) and (i) unless and until it is no longer directly applicable in the United Kingdom, the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the United Kingdom and then (ii) any successor legislation to the GDPR or the DPA.

Our Privacy Policy sets out how we store and use data about our clients in accordance and compliance with data protection laws. You can request a copy from the person handling your work at any time.

As part of our work with you the team at HR Revolution work as Data Processors for your business. We adhere to full GDPR legislation and follow the rigid guidelines when processing data.

E-mail Security

Unless you instruct us otherwise, we will where appropriate, communicate with you and third parties via email or by electronic means.  With electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use industry standard virus scanning software to reduce the risk of viruses being transmitted through emails. However, electronic communication is not totally secure, and we cannot be held responsible for damage or loss caused by viruses nor for communications which are corrupted or altered after dispatch.

YOUR TIME

 

Time Considerations

It is our policy to consider whether the costs incurred, will justify the potential benefit to you of the work which you ask us to undertake.

Time Estimation

Prior to fulfilling any request for advice or other services, we will provide you in good faith, an estimate in writing, of the time and total charges we believe to be required to complete your request.  We will not perform any work regarding a specific request for advice or services until you have approved the estimated hours and expenses in writing. If at any point during the provision of advice and/or services for a particular request, we believe the time and/or expenses required to complete the services will be materially greater than the estimate, we will promptly cease work and notify you in writing of the revised estimate. We will not resume our work until the revised estimate has been approved by you in writing.

Time Charged

Our charges are based on the time we spend dealing with advice and other services requested by you, therefore, we record all time spent on the provision of such advice and services, including telephone conversations, attendances, correspondence, research, preparing documents, reviewing documents, maintaining records of meetings and events, meetings and the opening and maintenance of files.  In some cases, it may be necessary for more than one person to attend a meeting or oversea work for quality control and compliance purposes.

Retained Client Admin

As a retained client there are a number of admin duties that we run on a regular basis to ensure we keep you up to date and communications are kept flowing. We will include this in your activity report as ‘client administration and file management’. This is added each month to reflect the time we take in managing and organising your documentation internally, email account management that is not billed for elsewhere.  It equates to few minutes of time a day.  To keep things cost effective this time is incorporated as one monthly amount.  This equates to the following time, for clients who are retained for 1 day = 30 mins (equiv. of 1.5 mins per day), 2-5 days = 60 mins (equiv. of 3 mins per day – reflected by more activity as they are larger clients) and 6+ days = 4 hours (equiv. of 12 mins per day – again reflected by larger client therefore larger activity).

Time Recording

Time is recorded in fifteen-minute units and where time recorded for work is less than fifteen minutes, it will be rounded up to the net unit.

Travel Expenses

Travel within the London/M25 area is incorporated in our charges. Any exceptions for visits to other offices globally will be agreed and charged back to the business.

Time Cancellations

Please note that we require 24 hours’ notice of any cancellations to onsite and meeting times and reserve the rights to charge a cancellation fee of 1 hour of time.  This will cover for time that is wasted due to travelling to your site and prepping for meeting that are not undertaken.