Clear Bridge HR - HR support, tool kits and consultancy

Toolkit Terms & Conditions

1. ABOUT US

1.1 Company details. CLEAR BRIDGE HR LTD (company number 11740421) (we and us) is a company registered in England and Wales and our registered office is at 22 Martineau Lane, Hurst, RG10 0SF United Kingdom . We operate the website www.clearbridgehr.co.uk.

1.2 Contacting us. To contact us telephone our customer service team at 01344 921187 or e-mail hello@clearbridgehr.co.uk.

2. OUR CONTRACT WITH YOU

2.1 Our contract.

These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language. These terms and the Contract are made only in the English language. 2.4 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.

3. PLACING AN ORDER AND ITS ACCEPTANCE

3.1 Placing your order.

Please follow the onscreen prompts to place your order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these terms.

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.

3.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in Clause 3.4.

3.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

3.5 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.

4. OUR SERVICES

4.1 Descriptions. Any descriptions on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.

4.2 Compliance with specification. Subject to our right to amend the specification (see Clause 4.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.

4.3 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services, and we will notify you in advance of any such amendment.

4.4 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

4.5 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

5. YOUR OBLIGATIONS

5.1 It is your responsibility to ensure that: (a) the terms of your order are complete and accurate; (b) you co-operate with us in all matters relating to the Services; and (c) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects.

5.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 5.1 (Your Default): (a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services; (b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and (c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

6. SERVICES IN UK ONLY

6.1 Unfortunately, we are unable to perform the Services at addresses outside the UK.

6.2 You may place an order for the Services from an address outside the UK, but the order must be for performance of the Services to an address in the UK.

7. CHARGES

7.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this Clause 7.

7.2 The Charges are the prices quoted on our site at the time you submit your order.

7.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.

7.4 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see Clause 7.6 for what happens if we discover an error in the price of the Services you ordered.

7.5 It is always possible that, despite our reasonable efforts , some of the Services on our site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.

8. HOW TO PAY

8.1 Payment for the Services is in advance.

We will take your payment upon acceptance of your order.

8.2 You can pay for the Services using a debit card or credit card. We accept the following cards:

(a) American Express,

(b) Mastercard; and

(c) Visa.

8.3 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. INTELLECTUAL PROPERTY RIGHTS

9.1 The following definitions apply to this Clause 9:

Clear Bridge IP:all IP owned and/or controlled by and/or licensed to us at the Effective Date.

Client IP:all IP owned and/or controlled by and/or licensed to you at the Effective Date, including the Client Materials.

Client Materials:all documents, information, items and materials in any form whether owned by the you or a third party, which are provided by the you to us in connection with the Services.

Deliverables:all documents, products and materials developed by us or our agents, subcontractors and personnel as part of or in relation to the Services in any form.

Intellectual Property Rights:patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up [and trade dress], goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

IP:all Intellectual Property Rights, specifications, designs, pitch documentation, presentations (including their content), models, techniques, claims, technology, copy strategies, plans, contracts and databases.

Services: the services, including without limitation any Deliverables, to be provided by us pursuant to the Contract.

Services IP: all IP used in, generated or otherwise created in (as the case may be) performing the Services.

9.2 The Clear Bridge IP and the Services IP shall remain the absolute unencumbered property of us. You shall not make any representation or do any act which may be taken to indicate that you have any right, title or interest in or to the ownership of or use of Clear Bridge IP and the Services IP, except pursuant to the terms of this Contract. You acknowledge that nothing in this Contract shall give you any right, title or interest in or to Clear Bridge IP and the Services IP save as hereby granted.

9.3 The Client’s IP shall remain the absolute unencumbered property of you. We shall not make any representation or do any act which may be taken to indicate that we have any right, title or interest in or to the ownership of or use of the Client’s IP except pursuant to the terms of this Contract. We acknowledge that nothing in this Contract shall give us any right, title or interest in or to the Client’s IP save as hereby granted.

9.4 Subject to receipt in cleared funds by us of all sums due and owing by you to us, we grant you:

(a) a fully paid-up, exclusive, royalty-free, irrevocable and perpetual licence to use the Deliverable (excluding the Clear Bridge IP and Services IP); and

(b) a fully paid up, non-exclusive, royalty-free, irrevocable and perpetual licence to use the Clear Bridge IP and Services IP for the purpose of receiving and using the Deliverable.

Provided that, nothing in this Clause 9.4 shall prevent us from continuing to use the Deliverable for the purpose of continuing to provide the Services and in our credits and marketing materials.

9.5 You shall not sub-license, assign or otherwise transfer the rights granted to you under 9.4.

9.6 In relation to the Client IP, you grant to us a fully paid up, non-exclusive, royalty-free, non-transferable licence to use the Client’s IP for the purpose of providing the Services and the Deliverables, including (but not limited to) the right to use your name, logo and trademarks and to continue the use of the Deliverables and any other findings or records resulting from the Services or Deliverables for our own internal purposes, as part of our databases and for purposes connected with our business, including In connection with any legal dispute.

9.7 We shall ensure that the Services to be carried out by us shall only be undertaken by persons who are either employed by us under a contract of service or are consultants under a consultancy contract in each case which provides for assignment by such employees or consultants of all Intellectual Property Rights and other IP created by them during the course of their duties to that party.

9.8 All new IP relating to or concerning Clear Bridge IP, whether or not patentable shall belong to and be the absolute exclusive property of us.

9.9 You:

(a) warrant that the receipt and use in the performance of this Contract by us, our agents, subcontractors or consultants of the Client IP shall not infringe the rights, including any Intellectual Property Rights, of any third party; and

(b) shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred or paid by us arising out of or in connection with any claim brought against us, our agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property

10. DATA PROTECTION

10.1 The following definitions apply to this Clause 10: Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation. Data Protection Legislation: the UK Data Protection Legislation and any other European Union Legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications). UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU 2016/679), the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

10.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

10.3 The parties acknowledge that for the purposes of the Data Protection Legislation, you are the controller and we are the processor.

10.4 Without prejudice to the generality of Clause 10.2 you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of this Contract.

10.5 Without prejudice to the generality of Clause 10.2, we shall, in relation to any personal data processed in connection with the performance by us of its obligations under this Contract:

(a) process that personal data only on the documented written instructions of you unless we are required by Applicable Laws to otherwise process that personal data. Where we are relying on the laws of a member of the European Union or European Union Law as the basis for processing personal data, we shall promptly notify the you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;

(b) ensure that we have in place appropriate technical and organisational measures, reviewed and approved by you, 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 implanting 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);

(c) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

(d) not transfer any personal data outside of the European Economic Area unless the prior written consent of you has been obtained and the following conditions are fulfilled: (i) both parties have provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and (iv) we comply with reasonable instructions notified to us in advance by you with respect to the processing of the personal data;

(e) assist you, at your cost, in responding to any requests from a data subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify you without undue delay on becoming aware of a personal data breach;

(g) at the written direction of you, delete or return personal data and copies thereof to you on termination of the Contract unless required by Applicable Law to store the personal data; and

(h) maintain complete and accurate records and information to demonstrate our compliance with this Clause 10 and immediately inform the Client if, in the opinion of us, an instruction infringes the Data Protection Legislation.

10.6 you consent to us appointing any third party processor of personal data under this agreement, except where you have expressly provided written confirmation to state otherwise.

10.7 Either party may, at any time on not less than 30 days’ notice, revise this Clause 10 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme.

11. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

11.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.2 Subject to Clause 11.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) any indirect or consequential loss.

11.3 Subject to Clause 11.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total charges received by us from you.

11.4 We have given commitments as to compliance of the Services with the relevant specification in Clause 4.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.5 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become aware of the event having occurred and shall expire 2 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

11.6 This Clause 11 will survive termination of the Contract.

12. CONFIDENTIALITY

12.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by Clause 12.2.

12.2 We each may disclose the other’s confidential information:

(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this Clause 12; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.

13. EVENTS OUTSIDE OUR CONTROL

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

13.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

14. NON-SOLICITATION

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you.

15. COMMUNICATIONS BETWEEN US

15.1 When we refer to “in writing” in these Terms, this includes email.

15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

15.3 A notice or other communication is deemed to have been received: (a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address; (b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or (c) if sent by email, at 9.00 am the next working day after transmission.

15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

15.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

16. GENERAL

16.1 ASSIGNMENT AND TRANSFER.

(a) We may assign, transfer or sub-contract our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

16.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

16.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

16.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

16.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its Terms.

16.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.