Southern HR
Terms and Conditions
HR Consultancy Services
1. DEFINITIONS
- HR Consultancy Services: the human resources consultancy services to be provided by Us to You under the Contract.
- Intellectual Property Rights: all copyright and any other intellectual property rights, in each case whether registered or unregistered in any part of the world.
- Contract: the agreement incorporating these terms and conditions between You and Us for the supply of HR Consultancy Services.
- HR Documents: the draft, sample and template documents supplied by Us to You as set out in the Contract.
- Project: scheduled consultation for the supply of HR Consultancy Services by Us to You as set out in the Scope of Work or Letter of Instruction or schedule.
- You and Your: (the person, firm or company entering into the Contract with Us)
2. COMMENCEMENT
- The HR Consultancy Services supplied under the Contract shall commence on the date agreed.
3. OUR OBLIGATIONS
- 3.1 We shall use all reasonable endeavours to meet any performance dates specified under the Contract or Project but any such dates shall be estimates only and time shall not be of the essence for performance of the HR Consultancy Services.
- 3.2 As Your professional advisors We carry professional liability insurance.
- 3.3 We undertake to protect your confidential interests and all Our representatives are instructed to prevent the disclosure of such interests.
4. YOUR OBLIGATIONS
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4.1 You shall:
(a) co-operate and collaborate with Us in all projects relating to the HR Consultancy Services;
(b) provide to Us, in a timely manner, such information as We may require and ensure that it is accurate in all material respects - 4.2 If Our obligations under the Contract are prevented or delayed by any act or omission by You then We shall not be liable for any costs, charges or losses sustained or incurred by You arising directly or indirectly from such prevention or delay.
- 4.3 You shall be liable to pay to Us, on demand, all reasonable costs, charges or losses sustained or incurred by Us arising directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of Your obligations under the Contract, subject to Us confirming such costs, charges and losses to You in writing.
5. CHARGES AND PAYMENT
- 5.1 You shall pay the charges as set out in the Contract which shall specify whether they shall be on a time bank basis, a fixed fee basis, an ad-hoc basis or a combination of any. Condition 5.2 shall apply if We provide HR Consultancy Services on a time and materials basis. Condition 5.3 shall apply if the Company provides Services for a fixed fee. The remainder of this Condition 5 shall apply in either case.
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5.2 Where HR Consultancy Services are provided on a time basis:
(a) the charges payable for the HR Consultancy Services shall be calculated in accordance with Our fee rates, as set out in the Welcome Letter;
(b) our fee rates per day are calculated on the basis of a 7 hour day;
(c) all charges quoted to You shall be exclusive of VAT, which We shall add to the invoices at the appropriate rate;
(d) We shall invoice You monthly for charges for time, expenses, materials and travel together with VAT where appropriate for the month concerned, calculated as provided for in this condition 5.2. - 5.3 Where HR Consultancy Services are provided for a fixed fee, the total price for the HR Consultancy Services shall be the amount agreed in respect of the Project.
- 5.4 Any necessary travelling time over and above 1 hour per day, will be charged accordingly;
- 5.5 Car mileage incurred by Us in carrying out HR Consultancy Services will be charged at 45 pence per mile;
- 5.6 You shall pay each invoice submitted by Us, in full and in cleared funds, within 15 days of the date of invoice to a bank account nominated in writing by Us.
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5.7 Without prejudice to any other right or remedy that We may have, if You fail to pay Us on that date, We may:
(a) charge interest on such sum from the due date for payment at the annual rate of 1% per month;
(b) claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(c) suspend all HR Consultancy Services until payment has been made in full - 5.8 All sums payable to Us under the Contract shall become due immediately on its termination, despite any other provision.
6. INTELLECTUAL PROPERTY RIGHTS
- 6.1 All Intellectual Property Rights shall be owned by Us.
- 6.2 We license all Intellectual Property Rights to You free of charge and on a non-exclusive basis to such extent as is necessary to enable You to make reasonable use of the HR Consultancy Services.
- 6.3 The licence provided by Us shall terminate if You terminate the Contract
7. CONFIDENTIALITY
- 7.1 You shall keep in strict confidence all commercial know-how, processes or initiatives which are of a confidential nature and have been disclosed to You by Us.
- 7.2 You may disclose such information to your employees, officers, representatives, advisors or agents who need to know such information for the purposes of carrying out your obligations under the Contract
- 7.3 You shall ensure that your employees, officers, representatives, advisors or agents to whom you disclose such information comply with condition
- 7.4 We undertake to protect Your confidential interests. This Agreement shall be treated as confidential information.
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7.5 Both We and You agree to keep confidential any information that is obtained in connection with the provision of HR Consultancy Services that is designated as ‘confidential' or that is by its nature clearly confidential. Neither We nor You shall use this information except in connection with the HR Consultancy Services as agreed; and neither shall divulge it to any third party without the prior written consent of the other party. The following scenarios shall however remain as exceptions:
(i) Information that is in, or comes into, the public domain except as a result of a breach of this Agreement;
(ii) Information that was already in the possession of the Disclosing Party at the time of its receipt from the other party;
(iii) Information that is received by the Disclosing Party from a third party who was not under a legal obligation of confidentiality with respect to it;
(iv) Information that is required by law to be disclosed by the Disclosing Party.
8. DATA PROTECTION
- 8.1 We are committed to respecting the privacy of all of our clients.
- 8.2 What information do we process? As a client, we will ask you to provide certain information about yourself (or individuals employed or engaged by you) including name, title, postal address, telephone number and/or email address. We will also need information about your project and circumstances as well as contact information for you and other parties to the project. The information that we need will be explained to you by US and/or set out in our Scope of Work or Letter of Instruction or schedule but may include both personal data and special categories of data (see section 8.7 below).
- 8.3 We may also receive information about you (or individuals employed or engaged by you) from third parties related to your project. You may also provide us with additional information that you consider relevant as part of your instruction.
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8.4 How do we use this information? We will use your information for the specific purpose(s) for which it has been provided to or collected by us e.g.:
8.4.1 to provide information that you may request regarding the services that we offer;
8.4.2 to provide you with HR Consultancy services;
8.4.3 to comply with our statutory and regulatory requirements;
8.4.4 to deal with your feedback, query or complaint; or
8.4.5 to contact you for your views on our services,
8.4.6 and also, to administer, support, improve and develop our business generally and enforce our legal rights. -
8.5 .We may also use the information that we collect about you for marketing purposes e.g.:
8.5.1 to provide communications about us and other services we provide that may be of interest to you;
8.5.2 to provide you with updates on relevant topics;
8.5.3 to contact you about other activities and events that we may undertake;
8.5.4 to invite you for a meal or drinks or other hospitality event. -
8.6 We must have a lawful basis for processing your information; this will vary on the circumstances of how and why we have your information, but typical examples include:
8.6.1 the activities are within our legitimate interests as a Consultancy seeking to engage with and provide services to prospective and current clients and personnel e.g. to make our systems and procedures more efficient; 8.6.2 you have given consent for us to process your information e.g. in relation to certain marketing activities;
8.6.3 we are carrying out necessary steps in relation to our retainer with you to provide consultancy services for you;
8.6.4 the processing is necessary for compliance with a legal obligation to which we are subject; - 8.7 If we process any special categories of information i.e. information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs or trade union membership, genetic data, processing of biometric data for the purpose of uniquely identifying individuals, health data, or data concerning your (or that of individuals employed or engaged by you) sex life or sexual orientation, we must have a further lawful basis for the processing. (or individuals employed or engaged by you);
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8.8 This may include:
8.8.1 where you have given us your explicit consent to do so
8.8.2 where the processing is necessary to protect your vital interests or someone else's vital interests
8.8.3 you have made the information public
8.8.4 the processing being necessary for the establishment, exercise or defence of legal claims
8.8.5 the processing being necessary for reasons of substantial public interest e.g. to undertake activities in relation to the prevention or detection of fraud or other unlawful or dishonest activities -
8.9 If we process any information relating to your (or that of individuals employed or engaged by you) criminal convictions or offences, we will typically rely on one of the following lawful bases:
8.8.1 preventing or detecting unlawful acts;
8.8.2 complying with our regulatory requirements in relation to unlawful acts or dishonesty;
8.8.3 dealing with suspicions of terrorist financing or money laundering; or
8.8.4 where it is necessary for us to obtain legal advice or establish, exercise, or defend legal rights. - 8.10 Marketing - As a client, we may use your personal information to invite you to events for clients and/or to send you information that we think may be of interest to you or your business. This is within our legitimate interests as a law firm to use your information in this way.
- 8.11 You will be given an opportunity to tell us whether or not you wish to receive direct marketing materials and communications from us at the time you submit or provide your details to us (primarily if you are a private individual, a sole trader or an unincorporated partnership).
- 8.12 If you do not wish to receive any direct marketing material or communications after you submit or provide your details to us or otherwise receive a communication from us, please contact us;
- 8.13 If you change your mind about being contacted by us in the future, or change address, or if any information that we hold about you is inaccurate or out-of-date, please let us know;
- 8.14 Disclosure of your information - Some of the information you provide to us will be held on our computers in the UK and will only be accessed by or given to our staff working in the UK.
- 8.15 We may also transfer your information to other organisations or professional advisers with whom we are working on your project or to whom we are referring you for additional or separate advice.
- 8.16 If you agree to act as a referee for us in relation to other work for which we are tendering, we will only do this with your prior permission.
- 8.17 We may also be obliged to disclose data under certain laws or by order of court or other competent regulatory body or may be permitted to disclose it under applicable data protection laws.
- 8.18 If we merge with another business entity or divest a part of our business or carry out internal corporate restructuring, your information may be disclosed to our new business partners or owners or the new corporate entities.
- 8.19 We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with these terms of business.
- 8.20 Protection of your information - We have in place administrative, technical and physical measures internally designed to guard against and minimise the risk of loss, misuse or unauthorised processing or disclosure of the personal information that we hold.
- 8.21 Where we transfer information to third parties to enable them to process it on our behalf, we ensure that the providers meet or exceed the relevant legal or regulatory requirements for transferring data to them and keeping it secure.
- 8.22 We will also ensure that where information is transferred to a country or international organisation outside of the UK / EEA, we will comply with the relevant legal rules governing such transfers.
- 8.23 We will keep your personal information and that of individuals employed or engaged by you no longer than is necessary for the purpose for which it was collected. Our data retention policy and practices are in accord with that recommended by the CIPD. Full details of our data retention policy are available on request.
- 8.24 Your rights - You (or individuals employed or engaged by you) have certain rights in relation to your (or their) personal information, although those rights will not apply in all cases or to all information that we hold about you (or individuals employed or engaged by you). For example, we may need to continue to hold and process information to establish, exercise or defend our legal rights. We will tell you if this is the case when you contact us.
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8.25 You have the right to request that we:
8.25.1 Provide you with a copy of your personal information that we hold;
8.25.2 Update your personal information where it is out-of-date or incorrect;
8.25.3 Delete personal information that we hold;
8.25.4 Restrict the way in which we process your information;
8.25.5 Consider any valid objections to our processing of your personal information; and
8.25.6 Provide information you have given to us to a third-party provider of services (where our lawful basis for processing is consent or contract and where processing is automated) - 8.26 We will respond to your request (including providing information on whether the rights apply in the particular circumstances) within the applicable statutory time period. If we are not sure of your identity, we may require you to provide further information in order for us to confirm who you are. If you are requesting information about a third party, we will not be able to provide this to you unless we have received signed written consent from the individual about whom you are requesting information and we are satisfied that such consent is valid.
- 8.27 Changes - We may make changes to our processing of personal data from time to time as our business and internal practices and/or applicable laws change. We will not make any use of your personal information that is inconsistent with the original purpose(s) for which it was collected or obtained (if we intend to do so, we will notify you in advance wherever possible) or otherwise than is permitted by applicable law.
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8.28 How to contact us - If you would like to get in touch to discuss how we use your personal information, to exercise your rights or to provide feedback or make a complaint about use of your information, please contact us as follows:
david.miles@southernhr.co.uk or 017715437450
Southern HR, 57 Craneswater Avenue Southsea, PO4 0PU
You can also contact the Information Commissioner's Office via https://ico.org.uk/ for information, advice or to make a complaint.
9. LIMITATION OF LIABILITY- YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
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9.1 This condition 9 sets out the entire financial liability of Us to You in respect of:
(a) any breach of the Contract; and
(b) any use made by You of The HR Consultancy Services; and
(c) any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Contract. -
9.2 All warranties, conditions and other terms implied or expressed by statute or common law are, to the fullest extent permitted by law, excluded from the contract.
Subject to conditions 9.1 and 9.2:
(a) Our total liability in contract, tort, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the value of the Contract; and
(b) We shall not be liable to You for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect, or consequential, or any claims for consequential compensation whatsoever which arise out of or in connection with the Contract. - 9.3 In providing HR Consultancy Services We shall use all reasonable endeavours to give sound HR advice based on the information available, but You shall remain wholly responsible for determining projects of policy or action related to that advice.
10. TERMINATION
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10.1 If You terminate the Contract and We have arranged a Project with You, You shall pay to Us at Our discretion on the following terms either:
(a) 50% of the agreed charge for the Project set out in the Contract for termination with at least two weeks’ notice; or
(b) the agreed charge for the Project set out in the Contract for termination with less than a week’s notice. - 10.2 If You terminate the Contract We reserve the right not to fulfil the HR Services until you pay to Us the agreed charge as set out in the Contract.
- 10.3 Subject to clauses 9.1 and 9.2, on termination of the Contract You shall immediately pay to Us all the outstanding unpaid invoices and interest and, in respect of HR Consultancy Services supplied but for which no invoice has been submitted, We may submit an invoice, which shall be payable immediately on receipt.
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10.4 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 28 days after being notified in writing to make such payment; or
(b) the other party commits a breach of any of the terms of the Contract and fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits liability to pay its debts.
11. GENERAL
- 11.1 These terms and conditions shall prevail over any others set out or referred to in any documentation sent by You to Us.
- 11.2 We may, from time to time and without notice, change the HR Consultancy Services. If We request a change to the scope of the HR Consultancy Services for any reason, You shall not unreasonably withhold or delay consent to it.
- 11.3 We are not authorised by the Financial Services and Markets Act 2000 to offer You investmentrelated activities (including insurance mediation activities) because we are not regulated by the Financial Services Authority. We are engaged only to provide HR Consultancy Services and nothing that we say or do should be construed as advice to anybody on the investment merits of acquiring or disposing of particular investments, including insurance contracts, or as an invitation or inducement to anybody to engage in investment-related activities (including insurance mediation activities).
- 11.4 Subject to condition 10.2, no variation of the Contract shall be valid unless it is in writing and signed by or on behalf of each of the parties.
- 11.5 A waiver of any right under the Contract is only effective if it is in writing and it applies only to circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its furthest exercise. No single or partial exercise of such right or remedy shall preclude or resrict the further exercise of that (or any other) right or remedy.
- 11.6 If a provision of the Contract is found to be invalid, illegal, or unenforceable, that provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
- 11.7 If a provision of the Contract is found illegal, invalid, or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid, and enforceable.
- 11.8 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to the subject project.
- 11.9 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty.
- 11.10 Nothing in this condition shall limit or exclude any liability for fraud.
- 11.11 You shall not, without the prior written consent of Us, assign or transfer any of the rights or obligations under the Contract.
- 11.12 The Contract shall be governed by the law of England and the parties agree that the court of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of the Contract.
12. ON DEMAND PACKAGES
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Fee Minimum commitment Minimum use Mileage Travel Time£TBA per hour NONE 1/4 Hour Less than 25 miles each way = FREE
More than 25 miles each way = 45p per mile 1st hour of travel each way is free
Time thereafter is charged at £60 per hour£TBA per day NONE 1 day Less than 25 miles each way = FREE
More than 25 miles each way = 45p per mile 1st hour of travel each way is free
Time thereafter is either charged as part the day rate (i.e. 4 hours on site plus 4 hours travel). If total day in excess of 8 hours we reserve the right to charge additional hours at £60 per hour, whether on site or travelling
13. TIME BANK PACKAGES
- 13.1 Attracts priority response from an allocated consultant. Includes Free Quick Fire questions. Quick fire questions are those taking less than 5 minutes including any follow up work required. No time will be deducted from your time bank for quick fire questions. The number of quick fire questions per client are monitored and restricted according to fair use.
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13.2 The fee for the minimum commitment is payable on commencement and usage over and above the minimum commitment is payable monthly.
Fee Minimum commitment Minimum use Mileage Travel Time£TBA per hour 10 hours per year 1/4 Hour Less than 25 miles each way = FREE
More than 25 miles each way = 45p per mile 1st hour of travel each way is free
Time thereafter is deducted from the time bank£TBA per day 2 days per year 1/2 day Less than 25 miles each way = FREE
More than 25 miles each way = 45p per mile FREE
- 13.3 Cancellation is subject to 30 days’ notice. Account must be in credit i.e. payments made must be equal to or greater than the time already used. If not, Southern HR will invoice the remaining amount due in one final invoice.
- Southern HR
- Craneswater Mews
- 57 Craneswater Avenue
- Southsea
- Portsmouth
- Hampshire