1. Warwick HR Limited (the “Company”) provides HR advisory and recruitment services to business clients. These terms of business apply to all the Services we provide for you the Client unless we agree otherwise in writing and together with the Client Agreement Form, form the entire agreement between us.
2. Within these terms of business references to: -
• “Agreement” - means the Services detailed within the “Client Agreement Form” between the Company and the Client incorporating these Terms and Conditions of Business (or a variation thereof agreed upon by both Parties) which shall govern the provision of the Services;
•"Company" - refers to Warwick HR Ltd;
• “Client” - means the party procuring the Services from the Company who shall be identified in the Agreement and any Associated Business referred to herein;
• “Associated Business” means any business (including companies and unincorporated bodies) associated with the Client.
• “Business Day” - means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the United Kingdom;
• “Cancellation Fee” - means any future sums incurred by the Client and the remainder of any sums due to the Company under the Agreement;
• “Confidential Information” - means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
• “Fees” - means any and all sums due under the Agreement from the Client to the Company, as specified in the Agreement;
• “Renewal Period” - means a 3-month period;
• “Start Date” - means the date on which provision of the Services will commence;
• “Service Period” – the period within which the services will be provided as stated in the Client Engagement Form which forms a part of of this Agreement.
• “Services” - means the services to be provided by the Company to the Client in accordance with section 2 of the Client Engagement Form which forms an integral part of this Agreement, and accordingly is subject to the terms and conditions of the Agreement.
3. Provision of Services
3.1. With effect from the Start Date, the Company shall for the duration of the period stated within the Client Agreement Form(s), provide the Services to the Client, until completion or terminated in accordance with the terms of this Agreement.
3.2. The Company shall provide the Services to the Client in a manner that it deems appropriate and compatible with the specification of Services provided in the Agreement.
3.3. The Company shall use all reasonable endeavours to act in accordance with reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided in the Agreement. The Company reserves the right to refuse to act upon any instructions from the Client that it deems are not compatible with the specification of Services provided in the Agreement.
3.4. The Company will carry out its obligations with reasonable care skill and attention. And the Company will ensure that’s its staff and consultants shall at all times comply with the Client’s site rules and security policies.
3.5. The Company will endeavour to answer all telephone calls and emails within a 6-hour window. Should this not be possible the very latest will be the next working day by 5pm.
3.6. The Company requires 5 working days’ notice to place an HR Manager onsite, if this is an additional day outside of the agreed details set out in the Client Agreement Form.
3.7 Please note, there is no roll over of elapsed hours into the following month, therefore hours not used within the month, will be lost.
3.8 Our services are advisory in nature. While we provide expert guidance based on industry best practices, we are not licensed employment lawyers, and our advice should not be construed as legal counsel. You are not obligated to follow any advice or recommendations provided by us, and it remains your responsibility to ensure compliance with relevant laws and regulations. We strongly encourage you to seek independent legal advice for any matters that may require professional legal expertise.
4. Client Obligations
4.1. The Client shall use all reasonable endeavours to provide all pertinent information to the Company that is necessary for the provision of the Services, and shall ensure a safe working environment with all necessary facilities (including harassment free working relations) for Company staff operating on its site and using its systems
4.2. The Client may, from time to time, issue reasonable instructions to the Company in relation to the provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement.
4.3. In the event that the Company requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
4.4. Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions stated in this clause shall not be the responsibility or fault of the Company.
4.5 The Client in all cases retain the responsibility for: -
• The management and operation of their business and affairs;
• Deciding on the use of, and extent to which they will implement or follow, advice given by the Company.
4.6 In the event that the consultant assigned by the Company is unable to fulfil their duties due to unforeseen circumstances (including but not limited to illness, personal emergencies, or scheduling conflicts), the Company reserves the right to provide a substitute consultant of equivalent qualifications and experience to continue the agreed-upon services. Should the Client choose not to accept the substitute consultant and elect to proceed without an onsite consultant, the Client acknowledges and agrees that they remain liable for all associated costs, including, but not limited to, any incurred project delays, additional expenses, and the full cost of the originally scheduled Services as set out in this Agreement.
5. Fees, Payment, Records
5.1. The Client shall pay the Fees to the Company in accordance with the provisions of this Agreement.
5.2. All payments required to be made pursuant to this Agreement by either Party shall be made within 30 days of the date of a Party’s invoice.
5.3. In the event a Client fails to make any payments due under the Agreement, then all Services will be suspended until such time as all outstanding payments together with any administrative fees incurred have been paid.
5.5. The Company shall charge £25 per letter sent via email to chase outstanding payments.
5.6. All Fees and expenses will be subject to VAT (or exempt from VAT) in accordance with VAT regulations and guidance.
5.7. Each Party shall:
5.7.1. keep, or procure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable pursuant to this Agreement to be accurately calculated;
5.7.2. at the reasonable request of the other Party, allow that Party or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them; and
5.7.3 Right to adjust Fees :
-The Company reserves the right to review and adjust the Fees for its Services from time to time. Any Fee increase will take effect no earlier than 30 days from the date notice of the adjustment is provided to the Client. Notification will be sent via email, specifying the new Fees and the effective date.
Basis for Adjustment
Fee adjustments may be made to account for factors including but not limited to:
· Changes in market conditions, operational costs, or regulatory requirements.
· Enhancements or updates to the Services provided.
· Inflation or changes in currency value.
Client Rights
If the Client does not agree to the revised Fees, the Client may terminate the agreement by providing written notice in line with this Agreement within 15 days of receiving the notification. Continued use of the Services after the effective date of the Fee adjustment will constitute acceptance of the new Fees.
6. Warranties and Liabilities
6.1. The Company shall not accept any liability to third parties for any aspect of the Services or work that is made available to such third parties. The Company shall not accept any liability for any losses arising as a result of the use of the Client’s documents, reports or advice for purposes for which they were not prepared.
6.2. The Client agrees that the agreement is between the Company and the Client and no special duty is owed to any individual director or employee. Any advice given to the Client is done so on the Company’s behalf and not in their individual capacity. Each and every director and employee of the Company will be entitled to enforce the benefit of the following liability provisions under the Contracts (Rights of Third Parties) Act 1999.
6.3. The Company will not be liable to the Client for any loss or damage unless due to the Company’s negligence or wilful default or due to a breach of our contractual or other legal obligations to the Client in relation to this agreement. The Company will not in any circumstances be liable to the Client for indirect or consequential loss including but not limited to loss of profits.
6.4. The Company will not be liable to the Client on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from or in connection with transmitting information between the Company and the Client by way of electronic communication of information between the Company and the Clients reliance on such information.
6.5. The Company will not be liable for any losses or damages arising from the supply by the Client or others of incorrect information or from the failure by the Client or others to supply any appropriate information or the Clients failure to act on our advice or respond promptly to communications from the Company or others.
6.6. The Client agrees to hold harmless and indemnify The Company against claims by the Client or third parties as a result of any misrepresentation (intentional or unintentional) supplied to the Company orally or in writing in connection with the Company services.
6.7. The Companies liability (including that of our directors and staff) in respect of any breach of contract or breach of duty or negligence or otherwise arising out of or in connection with the Company services shall be limited, to that proportion of the loss and damage which is just and equitable having regard to the extent of the Clients responsibility and that of any other party who may also be liable to you in respect of the total aggregate amount of all claims by you shall be limited to £250,000.
6.8. Any claims must be formally commenced within one year after the party bringing the claim becomes aware (or ought reasonably to have become aware) of the facts which give rise to the action and in any event no later than four years after the cause of action arises. This provision expressly overrides any statutory provision that would otherwise apply.
7. Confidentiality.
7.1 Each Party undertakes that, except as provided by sub-Clause7.2 of the Agreement or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and for 6 years after its termination:
· Keep confidential all Confidential Information;
· Not disclose any Confidential Information to any other party;
· Not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
· Not make any copies of, record in any way or part with possession of any Confidential Information; and
· Ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses.
7.2 Either Party may:
Disclose any Confidential Information to:
7.2.1 Any sub-contractor or supplier of that Party;
7.2.2 Any governmental or other authority or regulatory body;
7.2.3 Courts of competent jurisdiction and group companies for audit purposes; or Any employee or officer of that Party or of any of the aforementioned persons, parties or bodies to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law. In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 7.2.1 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 7 of the Agreement, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and Use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
7.3 The provisions of this Clause 7 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
8. Force Majeure
8.1. No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. The affected Party shall promptly notify the other with details. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, virus pandemic or any other event that is beyond the control of the Party in question.
8.2. In the event that a Party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of three months, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.
9. Term and Termination
9.1. This Agreement shall commence on the agreed Start Date and will continue on in line with the duration set out in the Client Engagement Form.
9.2. The Company shall have the right to terminate this Agreement by giving not less than 28 days written notice to the Client at any time prior to the expiry of the Service Period specified in the Agreement or any further period for which the Agreement is extended.
9.3. The Company may immediately terminate the Agreement by giving written notice to the Client without liability to the Client for part or all of the Services immediately and at any time if the Company believes that the Client has supplied the Company with false, misleading, inaccurate or incomplete information.
9.4. The Client may immediately terminate this Agreement at any time by paying the Cancellation Fee – which is the outstanding Fee element of the entire 12 month contract.
9.5. The Client can terminate this Agreement in line with the provisions of the most recent Client Engagement Form.
9.6. The rights to terminate this Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
9.7 In the event that a Party to this Agreement becomes insolvent within the definitions of the Insolvency Act 2000 (Chapter 39) including all subsequent amendments as at the date of this Agreement, then the other Party may immediately terminate this Agreement by giving written notice to the other Party without incurring any financial or legal liability.
9.8 In the event that either Party commits a material breach of this Agreement then the injured Party shall specify the breach(es) in writing and request that the offending Party remedy the breach(es) within 30 days of the written notice. In the event that the Party fails to remedy the breach within the 30 day notice period then the injured Party shall be fully entitled to terminate this Agreement without incurring any financial or legal liability.
10. Effects of Termination
Upon the termination of this Agreement for any reason:
10.1. Any sum owing by the Client to the Company under any of the provisions of this Agreement shall become immediately due and payable;
10.2. If the Client has the benefit of any legal expense insurance cover which has been arranged by the Company, then such cover will cease with immediate effect;
10.3. All clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect;
10.4. Termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination;
10.5. Subject as provided in this Clause 10 of this Agreement and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and
10.6. Each Party shall (except to the extent referred to in Clause 7 of this Agreement) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
11. Data Protection
11.1 All personal information that the Company may use will be collected, processed and held in accordance with the provisions of UK Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Client’s rights under the GDPR.
11.2 For complete details of the Company’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Company’s privacy notice which is available upon request.
11.3 The Company treats all Client e-mails as privileged and therefore these will not fall within the scope of a SARs request
12. Data Processing
12.1 In this Clause 12, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, UK Regulation 2016/679 General Data Protection Regulation (“GDPR”).
12.2 Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this Clause 12 nor any other provision of this Agreement shall relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.
12.3 For the purposes of the Data Protection Legislation and for this Clause 12 and this Agreement, the Company is the “Data Processor”, and the Client is the “Data Controller”.
12.4 The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing shall be set out in a Company’s privacy notice.
12.5 The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in this Agreement.
12.6 The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:
12.6.1 Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.
12.6.2 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Data Controller and the Data Processor in accordance with this Agreement.
12.6.3 Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and
12.6.4 Not transfer any personal data outside of the United Kingdom without the prior written consent of the Data Controller and only if the following conditions are satisfied:
12.6.4.1 The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;
12.6.4.2 Affected data subjects have enforceable rights and effective legal remedies;
12.6.4.3 The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and
12.6.4.4 The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.
12.6.5 Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office); for the sake of clarity and the avoidance of doubt, the Company treats all Client e-mails as privileged and therefore these will not fall within the scope of a SARs request
12.6.6 Notify the Data Controller without undue delay of a personal data breach;
12.6.7 On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and
12.6.8. Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 12 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.
12.7 The Data Processor shall not sub-contract any of its obligations to a sub-processor with respect to the processing of personal data under this Clause 12 without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-processor, the Data Processor shall:
12.7.1 Enter into a written agreement with the sub-processor, which shall impose upon the sub-processor the same obligations as are imposed upon the Data Processor by this Clause 12 and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and
12.7.2 Ensure that the sub-processor complies fully with its obligations under that agreement and the Data Protection Legislation.
12.8 Either Party may, at any time, and on at least 30 business days' notice, alter the data protection provisions of this Agreement, replacing them with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply when replaced by attachment to this Agreement.
13. Assignment and Sub-Contracting
13.1 The Client may not assign, transfer, mortgage, charge, sub-contract, sub-license or otherwise dispose of the whole or any part of this Agreement without our prior written consent of the Company such consent not to be unreasonably withheld or delayed).
13.2 The Company may not assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or subcontract or delegate any of its obligations or otherwise dispose of the whole or any part of this Agreement without the Client’s prior such consent not to be unreasonably withheld.
13.3 The Company shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of this Agreement, be deemed to be an act or omission of the Client.
14. Relationship of the Parties
14.1 Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.
14.2 The Company is engaged as an independent contractor and nothing in this Agreement creates an employment relationship between the Company (or its staff) and the Client.
15. Non-Solicitation
15.1. Neither Party shall, for the duration of the Service Period specified in this Agreement and for a defined period of 12months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to this Agreement without the express written consent of that Party.
15.2. Neither Party shall, for the duration of the Service Period specified in this Agreement and for a defined period of 36 month after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.
16. Third Party Rights
16.1 No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
16.2 Subject to Clause 21 of the Agreement, this Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.
17. Notices
17.1. All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
17.2. Notices shall be deemed to have been duly given:
17.2.1. When delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
17.2.2. At the time of transmission, if sent by facsimile or e-mail regardless if a successful transmission report or return receipt is generated; or
17.2.3 On the fifth business day following mailing, if mailed by ordinary national mail, postage prepaid; or
17.2.4 On the tenth business day following mailing, if mailed by airmail, postage prepaid. In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
18. Entire Agreement
18.1. Subject to the provisions of Clause 12 this Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
18.2 Each Party shall acknowledge that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
19. Severance
19.1. In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
20. Dispute Resolution
20.1. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between themselves of their appointed representatives who have the authority to settle such disputes.
20.2. Nothing in this Clause 20 of this Agreement shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
21. Law and Jurisdiction
21.1. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the exclusive jurisdiction of courts of England. Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement or these (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction
22. Scope of Services and Limitations
The Company will provide HR advisory services relating to employee relations, including support with disciplinary and grievance matters.The Client acknowledges that:
22.1 the Company is not a law firm and does not provide legal advice.
22.2 Final decisions regarding employment matters (including warnings, dismissals, or grievance outcomes) are made solely by the Client.
22.3 The Company does not act as the Client’s agent or hold any decision-making authority unless expressly agreed in writing.
22.4 The Client is responsible for seeking legal advice where appropriate.
22.5 The Company shall not be held liable for any loss, claim, or legal action arising from the Client’s employment decisions.
23. Miscellaneous Provisions
23.1. Where a charge for value added tax or legal expense insurance is required, the Company reserves the right to amend that charge if there is any change in the rate charged to it.
23.2. The Company shall be entitled to instruct such professional advisers or other persons to act for the Company in relation to the provision of the Services on behalf of the Client as the Company deems fit.
23.3. Each Associated Business (if any) guarantees for the benefit of the Company the payment of the Fees and each Associated Business (if any) indemnifies the Company in respect of any loss damages Fees costs or liabilities suffered by the Company by reason of the Client’s breach of this Agreement.
23.4. Copyright in all documentation pursuant to the Services provided by the Company to the Client in under this Agreement is reserved by the Company, without whose written permission it may not be reproduced or modified.
23.5. It is expressly agreed and accepted between the Parties that it is not allowed for one Party to poach an employee or a contracted freelancer/individual professional of the other Party and to hire or in any way cooperate with either directly or indirectly through affiliated companies or third parties cooperating closely with the original employing entity. For the purposes of this Agreement, the terms “employee” or “contracted freelancer/individual professional” shall mean any natural person who has explicitly and/or verbally signed a services contract, an independent services agreement or an employment contract under any conditions with either Party and which contract is currently in force or has been expired or in any way terminated during the duration of this Agreement. The above no – poaching agreement is valid for the entire duration of this Agreement and shall survive for two (2) years after its expiration or termination. In the event of breach of the present terms, the infringing Party will be required to compensate the other Party and pay a) an amount equal to the gross remuneration to be received by the poached employee for a period of two (2) years or b) in case of a services contract or independent services agreement to pay the agreed amount including any taxes and/or deductions that the poached contracted freelancer/individual professional would have received for a period of two (2) years. The present agreed upon compensation is mutually considered to be fair and in full accordance with the Parties’ actual loss.
23.6. In the event the Company wants to change and amend the terms and conditions of this Agreement then the Company shall write to the Client specifying the changes or amendments required with the object of agreeing same with the Client. In the event that the change or amendment requested by the Company materially affects the Client, then the Client can reject the changes or amendments requested by the Company, and if required shall be entitled to terminate the Agreement in accordance with the provision of clause 9 of this Agreement.
23.7 Any references in this Agreement to the Client and or Associated Business, shall also include all successors in title following any successor practice merged with the Client or Associated Business, or any takeover of the Client or the Associated Business as a legal entity, whether by share or asset sale. In all cases any outstanding liabilities owed to the Company by the Client or Associated Business shall vest in all and any successors in title, who shall accordingly render any outstanding debts or other liabilities to the Company upon the Company’s first written request.
23.8 For the sake of clarity and the avoidance of doubt, when the Company provides Services to any Client or Associated Business who is also either a partnership, company or individual regulated by the Law Society of England and Wales, then the Company will not be liable for any legal advice or interpretation of law the full liability of which vests solely in the Client or Associated Business.
23.9 In the event that the Client Engagement Form or any requested change to the terms and conditions of this Agreement is not signed by the Client or Associated Business and the Company is providing the Services, then the Client or Associated Business shall be deemed to have accepted and agreed to the terms and conditions of this Agreement in its entirety. In this eventuality the absence of a signature by the Client or Associated Business shall not prevent the formation of the Agreement (or any variation or update to the terms or conditions of this Agreement) the provisions of which shall be fully binding on both Parties.
23.10 In the event of late payment of any invoice the Company shall:
a) charge interest, accruing on a daily basis, on all outstanding fees at a rate of 5% above the Bank of England base rate per annum.
b) make a collection charge of the greater of £50 or any other rate as from time to time allowed by statute in relation to the late payment of a commercial debt.
c) Be entitled to withhold provision of any further services under any contract with the Client or Associated Business pending receipt of payment in full of those fees, together with any interest, charges any other sums which may be payable to the Company.
23.11 Each Party shall comply with applicable antibribery and anti-corruption laws (including the Bribery Act 2010) and confirms that in entering this Agreement it has not given or received any bribe or corrupt inducement.
23.12 Each Party to this Agreement shall at all times comply with the provisions of the Modern Slavery Act 2015, and the Equality Act 2010 and any other applicable employment laws whilst conducting its own operations including but not limited to minimum wage, non-discrimination, and all other fair labour practices.
23.13 The Company shall maintain during the duration of this Agreement professional indemnity insurance and shall provide evidence of such cover on request.
23.14 During the term of this Agreement any additional services or variations shall be agreed in writing and will be subject to the terms of this Agreement and any agreed additional Fees.
23.15 Any software provided by the Company as part of the Services undertaken for the Client:
23.15.1 Is provided as part of the Services and the Client’s right to use such software will cease upon completion or in the event of termination of the Services.
23.15.2 In the event of any software errors or any malfunction of the software during the provision of the Services the Company shall not be liable for any loss of data beyond the limitation of liability provided for in clause 6.7 above.
23.15.3 All and any software provided by the Company to the Client for the provision of the Services is provided “as is” and the Client shall ensure that all Client staff use the provided software in accordance with the Company’s operating requirements.
For more information about our Terms and Conditions, if you have questions, or if you would like to make a complaint, please contact us by e‑mail at info@warwickhr.com or by mail using the details provided below:
Warwick HR Ltd.
5 Charles Court
Budbrooke Rd
Warwick CV34 5LZ
