This HR Master Services Agreement ("Agreement") is made between:
The HR Branch Limited (Company Number 12630823) whose registered office is at Commerce House, Carlton Boulevard, Lincoln, Lincolnshire, LN2 4WJ ("Supplier", "The HR Branch", "we", "us", "our");
and
The client identified in the applicable Order Form ("Client", "you", "your").
In this Agreement:
Additional Services means any services requested by the Client that fall outside the scope of the Services specified in an Order Form.
Agreement means this HR Master Services Agreement together with any Order Form, Special Terms and documents expressly incorporated by reference.
Business Day means a day other than a Saturday, Sunday or public holiday in England and Wales.
Commencement Date means the commencement date specified in the applicable Order Form.
Confidential Information means any commercial, financial, operational, technical, strategic or personal information relating to either party which is not publicly available.
Deliverables means all reports, policies, procedures, templates, handbooks, training materials, presentations, correspondence, assessments, recommendations, records and other outputs produced by the Supplier in connection with the Services.
Fees means the charges payable by the Client as specified in the applicable Order Form.
Initial Term means the minimum contractual term specified in the Order Form.
Intellectual Property Rights means patents, copyrights, trademarks, service marks, database rights, design rights, know-how, confidential information and all other intellectual property rights whether registered or unregistered.
Order Form means the document generated by the Supplier's CRM or contract management system and accepted by the Client, which sets out the Services, Fees, Initial Term and service-specific details.
Services means the services specified in the applicable Order Form and may include:
Unless the context otherwise requires:
a. words in the singular include the plural and vice versa;
b. references to legislation include any amendment, replacement or re-enactment;
c. headings are for convenience only and do not affect interpretation;
d. references to writing include email and electronic communications;
e. references to persons include companies, charities, partnerships, trusts, public bodies and other organisations.
The Client appoints the Supplier to provide the Services and the Supplier agrees to provide the Services in accordance with this Agreement.
The Supplier shall provide the Services specified in the applicable Order Form.
The Supplier shall determine the manner, method, personnel and resources used to deliver the Services and may allocate such employees, consultants or subcontractors as it considers appropriate.
Nothing in this Agreement creates a contract of employment, agency, partnership or joint venture between the parties.
The Supplier shall be entitled to rely upon information, records, documentation and instructions supplied by the Client unless the Supplier knows or reasonably ought to know such information to be materially inaccurate.
The Supplier shall perform the Services using reasonable skill, care and diligence.
The Supplier shall, where applicable, act in accordance with relevant professional standards including the principles and Code of Professional Conduct of the Chartered Institute of Personnel and Development.
The Supplier shall comply with all applicable laws and regulations relating to the provision of the Services.
The Supplier provides advice, guidance and support in good faith and using reasonable skill and care. Responsibility for any management, employment, disciplinary, grievance, payroll, health and safety or other business decision remains solely with the Client.
The Supplier does not guarantee any particular business, employment, tribunal, regulatory or commercial outcome.
The Client shall:
Provide all reasonable cooperation, assistance, access, information and documentation required for the Supplier to perform the Services.
Ensure that information supplied to the Supplier is accurate, complete and not misleading.
Ensure that any individual providing instructions to the Supplier has authority to do so on behalf of the Client.
Remain responsible for compliance with all legal and regulatory obligations applicable to its business.
Remain responsible for implementing, adapting or rejecting any advice, recommendations or Deliverables provided by the Supplier.
Where health and safety services are provided, responsibility for legal compliance, implementation of recommendations and maintenance of safe systems of work remains with the Client.
Where payroll services are provided, the Client shall ensure that all payroll information supplied is accurate, complete and submitted within agreed timescales.
The Client shall pay the Fees specified in the applicable Order Form.
Unless otherwise specified, retained service Fees shall be payable monthly in advance by Direct Debit.
Retained Services are conditional upon the Client maintaining a valid Direct Debit mandate. Failure to maintain a valid Direct Debit may constitute a material breach of this Agreement.
Additional Services shall be charged separately at the rates agreed between the parties.
All Fees are exclusive of VAT unless expressly stated otherwise.
Invoices shall be payable within seven (7) days of issue unless alternative payment terms are stated in the Order Form.
All amounts due shall be paid in full without deduction, set-off or counterclaim.
The Supplier may charge interest on overdue amounts at a rate of four per cent (4%) above the Bank of England base rate.
Where payment remains outstanding fourteen (14) days after a written reminder has been issued, the Supplier may suspend all or part of the Services.
The Supplier shall not be liable for any loss, delay, cost, claim or consequence arising from such suspension.
The Client shall reimburse the Supplier for reasonable costs incurred in recovering overdue debts.
The Supplier may review Fees annually on or after each anniversary of the Commencement Date.
The Supplier may increase Fees by up to three per cent (3%) plus the percentage increase in the Consumer Prices Index (CPI) over the preceding twelve-month period.
The Supplier shall provide not less than thirty (30) days' written notice of any increase.
The Client may request Additional Services from time to time.
The Supplier may accept or decline such requests and shall be entitled to charge separately for Additional Services.
No Additional Services shall be provided unless agreed by the parties.
The Client may request changes to the Services.
The Supplier shall consider any request and may:
a. accept the request;
b. propose revised Fees or terms; or
c. decline the request where it is not reasonably practicable.
No change shall take effect unless agreed in writing.
Retained service packages are provided on the basis of reasonable and fair usage.
Fees are based upon information supplied by the Client regarding workforce size, organisational structure, operating locations and anticipated service requirements.
Where there is a material increase in:
the Supplier may review the Fees and propose revised pricing.
Where the Client experiences an exceptional volume of employee relations matters, investigations, disciplinary proceedings, grievances, absence management matters, organisational change projects, payroll queries or other support requirements materially exceeding those reasonably anticipated, the Supplier reserves the right to agree additional charges or revised service arrangements.
The Supplier shall discuss any proposed revision with the Client and provide reasonable written notice before revised Fees take effect.
Each party shall keep confidential all Confidential Information received from the other party and shall not disclose such information except as permitted by this Agreement.
Confidential Information may be disclosed:
a. to employees, officers, consultants, professional advisers or subcontractors who require access for the purposes of this Agreement;
b. where required by law, regulation, court order or regulatory authority;
c. where the information has entered the public domain other than through breach of this Agreement;
d. where the information was already lawfully known to the receiving party before disclosure.
Each party shall use Confidential Information solely for the purposes of fulfilling its obligations under this Agreement.
The obligations contained in this clause shall continue for a period of six (6) years following termination of this Agreement.
Each party shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation, the Data Protection Act 2018 and any legislation replacing or supplementing them.
Where the Services involve the processing, sharing, storage or handling of personal data, confidential information or special category data, the parties shall comply with any separate:
entered into between them.
Any such agreement shall be deemed incorporated into the contractual relationship between the parties.
In the event of any inconsistency between this Agreement and any separate data protection or information governance agreement, the latter shall prevail in relation to data protection and information governance matters.
All Intellectual Property Rights in the Services and Deliverables shall remain vested in the Supplier.
Subject to payment of all Fees due under this Agreement, the Supplier grants the Client a non-exclusive, non-transferable licence to use the Deliverables for its own internal business purposes.
The Client shall not:
a. sell, licence, publish or commercially exploit the Deliverables;
b. permit third parties to rely upon the Deliverables;
c. reproduce or distribute the Deliverables other than for legitimate internal business purposes;
without the Supplier's prior written consent.
The Services and Deliverables are provided solely for the benefit of the Client.
No third party shall be entitled to rely upon any advice, report, recommendation, payroll output, health and safety assessment, investigation report, training material or other Deliverable without the Supplier's prior written consent.
The Client retains ownership of all intellectual property rights in materials supplied by the Client.
Each party shall comply with:
a. the Bribery Act 2010;
b. all applicable anti-corruption legislation;
c. all applicable sanctions and export control legislation; and
d. all applicable laws and regulations relevant to its business activities.
Neither party shall offer, promise, give, request or accept any financial or other advantage in breach of applicable anti-bribery legislation.
Each party shall notify the other promptly upon becoming aware of any actual or suspected breach of this clause.
The Supplier may provide services to other clients whose interests may differ from those of the Client.
Where the Supplier becomes aware of an actual conflict of interest which may materially affect the Services, it shall notify the Client as soon as reasonably practicable.
The Supplier shall take reasonable steps to manage any conflict of interest.
Where, in the Supplier's reasonable opinion, a conflict cannot be appropriately managed, the Supplier may terminate the affected Services upon written notice.
Nothing in this Agreement shall exclude or limit liability for:
a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation;
c. any liability that cannot lawfully be excluded or limited.
Neither party shall be liable for:
a. loss of profit;
b. loss of revenue;
c. loss of business opportunity;
d. loss of anticipated savings;
e. loss of goodwill;
f. loss of reputation;
g. indirect or consequential loss.
The Supplier shall not be liable for:
a. decisions taken by the Client;
b. failure by the Client to follow advice or recommendations;
c. inaccurate, incomplete or misleading information supplied by the Client;
d. delays caused by the Client or third parties;
e. payroll errors arising from inaccurate information supplied by the Client;
f. tax, pension or HMRC liabilities arising from inaccurate information supplied by the Client;
g. health and safety breaches arising from failure to implement recommendations;
h. tribunal awards, settlements, compensation payments or regulatory fines except where directly caused by the Supplier's negligence.
Subject to Clauses 15.1 and 15.2, the Supplier's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the lower of:
a. £1,000,000; or
b. the total Fees paid or payable by the Client during the twelve (12) months immediately preceding the event giving rise to the claim.
No claim arising out of this Agreement may be brought more than twelve (12) months after the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim.
The Supplier shall maintain appropriate insurance cover with reputable insurers, including:
a. professional indemnity insurance;
b. public liability insurance; and
c. employers' liability insurance where applicable.
The Supplier shall provide reasonable evidence of such insurance upon written request.
The Client shall not directly or indirectly solicit, employ, engage or otherwise retain any employee, consultant or contractor of the Supplier who has been materially involved in providing the Services.
This restriction shall apply during the term of this Agreement and for twelve (12) months following termination.
Nothing in this clause shall prevent recruitment through a genuinely public recruitment process not specifically targeted at the Supplier's personnel.
Neither party shall be liable for any delay or failure in performing its obligations where such delay or failure results from circumstances beyond its reasonable control.
Such circumstances may include:
The affected party shall take reasonable steps to minimise the effects of the force majeure event.
Where a force majeure event continues for more than ninety (90) consecutive days, either party may terminate the affected Services by written notice.
This Agreement shall commence on the Commencement Date specified in the applicable Order Form.
The Agreement shall continue for the Initial Term specified in the applicable Order Form.
Upon expiry of the Initial Term, this Agreement shall automatically continue on a rolling monthly basis unless terminated in accordance with this Agreement.
Following expiry of the Initial Term, either party may terminate this Agreement by giving not less than three (3) months' written notice.
No notice may expire before the end of the Initial Term.
Following expiry of the Initial Term, the Client may request a change to the Services or package level.
Any such change shall be subject to agreement between the parties and may require the issue of a revised Order Form.
Either party may terminate this Agreement immediately by written notice if the other party:
a. commits a material breach of this Agreement which is incapable of remedy;
b. commits a material breach capable of remedy and fails to remedy it within thirty (30) days of receiving written notice;
c. repeatedly breaches this Agreement;
d. becomes insolvent;
e. enters liquidation, administration or a voluntary arrangement with creditors;
f. ceases or threatens to cease trading; or
g. undergoes a change of control which materially affects its ability to perform its obligations.
19.7 Supplier Termination Rights
The Supplier may terminate this Agreement immediately where:
a. Fees remain unpaid for more than thirty (30) days after becoming due;
b. the Client fails to maintain a valid Direct Debit mandate for retained Services;
c. the Client engages in unlawful, abusive or improper conduct towards the Supplier's personnel;
d. a conflict of interest arises which cannot reasonably be managed; or
e. continued provision of the Services would expose the Supplier to legal, regulatory or professional risk.
The Supplier may suspend all or part of the Services while investigating any actual or suspected breach of this Agreement.
Upon termination, the Client shall immediately pay:
a. all outstanding invoices;
b. all accrued Fees;
c. all approved expenses;
d. all Fees due in respect of Services delivered but not yet invoiced.
Each party shall return or securely destroy any property, documentation or materials belonging to the other party upon request.
Termination shall not affect:
a. accrued rights and remedies;
b. rights to recover unpaid Fees;
c. obligations intended to survive termination.
The following clauses shall survive termination:
any clause expressly or impliedly intended to survive termination.
Unless expressly agreed otherwise in writing, Fees paid in advance shall be non-refundable.
The parties shall seek to resolve any concerns or disputes promptly and in good faith.
The Client may raise concerns regarding the Services in accordance with the Supplier's Complaints Procedure as amended from time to time.
Where a complaint cannot be resolved operationally, it shall be referred to senior representatives of both parties for review.
Nothing in this clause shall prevent either party from exercising any legal rights available to it.
This Agreement, together with any applicable Order Form and any documents expressly incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, representations and agreements relating to its subject matter.
No variation of this Agreement shall be effective unless recorded in writing and agreed by authorised representatives of both parties.
The Client may not assign, transfer or subcontract any rights or obligations under this Agreement without the Supplier's prior written consent.
The Supplier may assign, transfer or subcontract its rights and obligations provided this does not materially reduce the level of service provided.
If any provision of this Agreement is found to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.
No delay or failure by either party to exercise any right shall constitute a waiver of that right.
A person who is not a party to this Agreement shall have no right to enforce any provision of it under the Contracts (Rights of Third Parties) Act 1999.
Any notice under this Agreement shall be:
a. delivered by hand;
b. sent by pre-paid first-class post; or
c. sent by email,
to the address specified in the applicable Order Form or otherwise notified by the receiving party.
Notices shall be deemed received:
a. if delivered by hand, on delivery;
b. if posted within the United Kingdom, two (2) Business Days after posting;
c. if sent by email, on the next Business Day following transmission.
The parties agree that this Agreement, any Order Form and any variation may be executed electronically and that electronic signatures shall have the same legal effect as handwritten signatures.
The Supplier shall not use the Client's name, logo or branding in marketing materials without the Client's prior written consent.
Nothing in this Agreement creates a partnership, joint venture, agency relationship or employment relationship between the parties.
This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
The parties have indicated their acceptance of this Agreement by execution of the applicable Order Form, whether by wet signature or electronic signature.
The parties agree that acceptance of an Order Form incorporating this Agreement shall constitute acceptance of the terms of this Agreement in full.
HR MASTER SERVICES AGREEMENT
Version 1.0
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