Terms of use

These terms and conditions (the “Licence Terms”) are made and entered into on the Effective Date by execution of an Order Form referencing these Licence Terms (each an “Order Form” and together with these Licence Terms the “Agreement”) by and between JustParent Ltd (“Harriet” or "the Company"), a company incorporated in England and Wales and having its registered offices at 17 Baalbec Road, and you (the "Customer").

This Agreement governs the provision by Harriet to Customer of the web-based software as a service as described at https://hrharriet.com (the "Services"), as updated by Harriet at the Company's sole discretion.

Subject to payment of the applicable Fees, the restrictions set out in this clause and these Licence Terms and the applicable Order Form, Harriet hereby grants to Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable right during the Term to use the applicable Services in the Territory in accordance with this Agreement.

Except as expressly permitted in the Agreement or as may be permitted by applicable law, Customer shall not and shall procure that its Authorised Users shall not:

  • make alterations to, or modifications of, the whole or any part of the Services or permit the Services or any part of them to be combined with, or become incorporated in, any other programs;
  • disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services or attempt to do any such thing;
  • provide, commercially exploit or otherwise make available the Services in any form to any person, unless stated otherwise in this Agreement;
  • access all or any part of the Services in order to build a product or service which competes with the Services;
  • use the Services to provide services to third parties; or
  • access or use the Services for any illegal activities.

Service Levels and Support Services

The Company will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned or emergency maintenance and Company will use reasonable endeavours to give Customer prior notice of such maintenance. However, no rebate or other compensation shall be due to the Customer for any downtime or inaccessibility of the Services for any reason, including negligence on the company's part.

Charges and Payment Terms

Customer shall pay to Harriet the fees associated with the Subscription Plan chosen, calculated based on the Company's usage information. Company will charge Customer by credit card monthly in advance for fees due unless agreed otherwise between the parties.

You can cancel your Subscription Plan at any point. Your subscription will remain active until your next billing date and then cancellation will take effect and you will not be charged again.

Where an invoice is not settled by credit card, Customer shall pay invoices in full and without deduction by electronic money transfer to the account details provided in each invoice within fourteen (14) days of the date of the invoice in the currency specified in the Order Form.

All amounts and Fees stated or referred to in the Agreement are non-refundable and are exclusive of all Taxes. Customer shall be solely responsible for paying all applicable Taxes relating to the Agreement and the use or access to the Services and Support Services, if applicable.

If Company has not received payment for any invoices which are not the subject of a bona fide dispute by the due dates and without prejudice to any other rights and remedies of Company, Company may:

  • by giving two (2) days prior written notice to Customer, without liability to Customer, disable Customer’s password, account and access to all or part of the Services and/or suspend the provision of Support Services and Company shall be under no obligation to provide any or all of the Services and/or Support Services while the invoice(s) concerned remain unpaid; and
  • charge interest which shall accrue on such overdue amounts at the higher of (i) an annual rate equal to 4% or (ii) the maximum interest rate allowed under applicable law.

Customer Obligations

Customer shall:

  • comply with Company’s reasonable instructions from time to time in relation to its implementation and use of the Services, as applicable. Customer acknowledges that failure to comply with any such instructions may affect the performance of the Services, as applicable;
  • notify Company promptly of any issues relating to the Services, as applicable, and promptly provide all necessary information and co-operation reasonably required by Company to enable it to diagnose and remedy such issues;
  • procure that its Authorised Users shall: (i) use the Services in accordance with the Agreement; (ii) comply with all applicable laws and regulations with respect to its activities under the Agreement; (iii) only use the Services for lawful purposes; (iv) conduct Customer’s business with the highest of ethical standards and fairness. Customer shall be liable for any breach of the Agreement by its Authorised Users;
  • use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Company;
  • be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating thereof of all Customer Data in the use of the Services. Company shall not be liable for any errors or inaccuracies in any information provided by Customer; or any Customer Data;
  • be responsible for obtaining (and maintaining) all required licenses and consents required for Company to use and process Customer Data in the provision of the Services, including without limitation, all necessary consents, licenses, approvals and legal checks required.
  • Customer shall not and shall procure that its Authorised Users shall not during the course of its use of the Services, provide, upload, input, access, store, distribute or transmit any Viruses, nor any material, including without limitation Customer Data and/or Content, that:
    • is Inappropriate Content;
    • is unlawful (including breach of Intellectual Property Rights of any other party), harmful, threatening, defamatory;
    • facilitates illegal activity; or is otherwise illegal or causes damage or injury to any person or property; and Company reserves the right, without liability or prejudice to its other rights to Customer, to (i) disable Customer's access to any such material that breach the provisions of this clause, including, but not limited to installing a blocking access program; to (ii) remove any such content where, in Company’s sole and reasonable discretion, Company suspects such content to be Inappropriate Content; and/or (iii) to terminate the Agreement for material breach.
  • Customer warrants and represents to Company that it has obtained and maintained all required licenses, authorisations and consents.
  • Customer agrees to abide by fair use limitations imposed by Company from time to time to protect its reasonable business interests. Such restrictions shall not interfere with the value of the service to Customer.
  • Customer agrees to defend, indemnify and hold harmless Company and any Associated Companies from and against any and all claims, losses, damages, expenses and costs, including without limitation reasonable court costs and legal fees, arising out of or in connection with: (i) Customer’s use of the Services in violation of the Agreement; and/or (ii) Customer Data.

Customer Data

Customer grants Company and its Associated Companies, a non-exclusive, royalty-free, worldwide, transferable licence:

  • to use, copy, distribute, reproduce, host, transmit, display and create derivative works of the Customer Data (i) in connection with the provision of the Services; and (ii) for the purposes of improving and/or developing the Services (always subject to the restriction that data must be kept segregated from other customers' data and maintained in conditions of confidentiality; and
  • where necessary, to transfer Customer Data to any third parties used by Company only as required for the provision of the Services;
  • provided that Company’s use of the Customer Data beyond termination of any Order Form shall not include any personal data of Customer or Prospects.
  • Customer further acknowledges and agrees that Company may use anonymised Customer Data for the purposes of providing its services to its customers (including improving and/or developing such services) and/or providing to third parties for benchmarking and other reports (e.g. performance statistics and vertical level insights).
  • Customer acknowledges that it has responsibility for all Customer Data and that except as stated otherwise hereunder, Company will not be held responsible in any way for any Intellectual Property Right infringement or violation, the violation of any other person’s rights or the violation of any laws, arising or relating to such Customer Data.
  • Company shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party, (except those third parties sub-contracted by Company to perform services related to Customer Data maintenance and back-up) unless solely caused by Company’s negligence or wilful misconduct.

Warranty

Company warrants that the Services will be provided with reasonable skill and care during the Term.

The warranty shall not apply to the extent of any non-conformance which is (i) caused by Customer’s implementation or use of the Services contrary to Company’s instructions or otherwise in breach of the Agreement; or (ii) modification or alteration of the Services by any party other than Company or Company's duly authorised contractors or agents.

If the Services do not conform with the warranty provided, Company will, at its expense, use commercially reasonable efforts to correct any such non-conformance within a reasonable period of time. This clause sets out the Customer's sole and exclusive remedy and Company’s entire liability for breach of this warranty.

Notwithstanding the foregoing, Company:

  • does not warrant that Customer's use of the Services will be uninterrupted or error-free, or that the Services and/or the information obtained by Customer through the Services will meet Customer's requirements;
  • is not responsible for any delays, delivery failures, or any other loss or damage resulting from Customer’s access to and use of the Services and/or third-party applications or the transfer of data over communications networks and facilities, including the Internet, and Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities;
  • is not responsible for any Virus which was not detected by Company using reasonable current commercial methods of detection or transmitted through any third-party services;
  • nor its suppliers or third-party service providers or software vendors, shall have any liability whatsoever for the accuracy, completeness, or timeliness of Customer Data, or for any decision made or action taken by Customer, any Authorised User, or any third party in reliance upon any Customer Data.

Data Protection

For the purposes of this agreement, the Customer is the Data Controller, and Company is the Data Processor.

“Subprocessors” means third parties authorized under this agreement to have logical access to and process Personal Data in order to provide parts of the services and related technical support.

The Data Processor agrees to process Personal Data only on documented instructions from the Data Controller, including with respect to transfers of Personal Data to a third country or an international organization, unless required to do so by European Union or Member State law to which the Data Processor is subject; in such a case, the Data Processor shall inform the Data Controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

The Data Processor shall, to the extent legally permitted, promptly notify the Data Controller if it receives a request from a Data Subject to exercise the Data Subject's right under the GDPR (e.g., rights of access, correction, objection, deletion).

The Data Processor may engage Subprocessors to provide certain services, such as data storage, processing, and maintenance services. Prior to engaging any Subprocessor, the Data Processor shall inform the Data Controller and obtain its prior written consent.

Personal Data may be transferred to subprocessors destination outside the European Economic Area (EEA) or the United Kingdom only if it is compliant with the conditions for transfer set out in Chapter V of the GDPR. The parties shall decide prior to initiating any transfer whether the data will be kept within the EU/UK or transferred outside, based on the agreement between the parties.

The Data Processor shall take all measures required pursuant to Article 32 of the GDPR to ensure the security of the processing.

The Data Processor shall notify the Data Controller without undue delay on becoming aware of a Personal Data breach.

The Data Processor shall provide reasonable assistance to the Data Controller with any data protection impact assessments, and prior consultations with supervising authorities or other competent data privacy authorities, as required by Article 35 or 36 of the GDPR.

At the choice of the Data Controller, the Data Processor shall return or delete all personal data after the end of the provision of services relating to processing, and delete existing copies unless European Union or Member State law requires storage of the personal data.

The Data Processor shall make available to the Data Controller all information necessary to demonstrate compliance with the obligations laid down in this Agreement and allow for and contribute to audits, including inspections conducted by an auditor mandated by the Data Controller.

Company Intellectual Property Rights

Customer acknowledges and agrees that Company and its licensors and suppliers own all Intellectual Property Rights in the Services, but excluding Customer Data. Except as expressly stated herein, the Agreement does not grant Customer any Intellectual Property Rights or any other rights or licenses in respect of the Services or underlying technology.

Term and Termination

Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other at any time with immediate effect upon written notice if the other party:

  • is in material breach of any of its obligations under the Agreement and/or an Order Form and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days following notice of the breach from the non-defaulting party; or
  • voluntarily files a petition under bankruptcy or insolvency law; shall have a receiver or administrative receiver appointed over it or any of its assets; or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.

On termination or expiration of the Agreement for any reason:

  • Customer’s rights of use granted under the Agreement shall immediately terminate and Customer shall immediately cease the use of the Services subscribed to under the Agreement;
  • Customer shall promptly pay all monies due or to become due under the Agreement through the effective date of termination and for the remainder of the then current Initial Term or Renewal Term as applicable

Confidentiality

Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:

  • is or becomes publicly known other than through any act or omission of the receiving party;
  • was in the other party's lawful possession before the disclosure;
  • is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
  • is independently developed by the receiving party, which independent development can be shown by written evidence; or
  • is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Each party shall (i) hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement; and (ii) take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

Customer acknowledges that details of the Services constitute Company's Confidential Information.

The obligations of confidentiality under this clause shall survive any expiration or termination of the Agreement for a period of 2 years from the date of termination, except for any information which is deemed a trade secret of a party in respect of which the obligations of confidentiality shall continue for as long as such information remains a trade secret.

Limitation of Liability

The exclusions in this clause shall apply to the fullest extent permissible at law but neither party excludes liability for (i) death or personal injury caused by its negligence or that of its officers, employees, contractors or agents; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded by law.

Except with respect to amounts owed by Customer to Company hereunder and subject to the previous paragraph, the aggregate liability of each party for or in respect of any loss or damage suffered by the other party (whether due to breach of contract, tort (including negligence or otherwise) under or in connection with the Agreement in any Claim Year shall be limited to the total amount of Fees paid by Customer during the Claim Year in which the claim arose.

To the maximum extent permitted by applicable law, in no event will either party be liable to the other for special, consequential, incidental or other indirect damages, or for loss of profits, anticipated savings, business opportunity, goodwill, or loss of revenue, loss of use or loss of data (including corruption of data), or costs of procurement of substitute goods or services arising from the Agreement, howsoever caused and under any theory of liability (including contract, tort, negligence or otherwise) even if the other party has been advised of the possibility of such damages. The parties acknowledge that the amounts payable hereunder are based in part on these limitations and further agree that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. Company accepts no liability for failure to maintain any level of availability of the Services other than where it is in breach of its obligations under the Agreement.

Company will not be liable to Customer for damage to inventory owned by Customer, in shipping or storage, other than in the case of gross negligence or wilful misconduct by Company.

In addition to the other exclusions set out in this clause, Company has no liability:

  • for any third party products or services accessed and/or used by Customer through the Services;
  • where any failure to provide the Services is caused by a network, hardware or software fault in equipment which is not under the control of Company;
  • for any act or omission of Customer;
  • for use of the Services in breach of the Agreement;
  • for any unauthorised access to the Services including a malicious security breach;
  • for loss or damage caused by Customer’s delay or failure to timely provide any required information or co-operation or to fulfil its obligations under the Agreement; or
  • for death, injury or physical harm caused by products or services supplied by third parties via the Services.

Customer assumes sole responsibility for results obtained from the use of the Services by Customer, and for conclusions drawn from such use. Company shall have no liability for any damage caused by errors or omissions in any information, data or instructions provided to Company by Customer in connection with the Services or any actions taken by Company at Customer's direction.

Company shall have no liability to Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement due to a Force Majeure Event. Company shall provide Customer with notice of a Force Majeure Event and its expected duration.

General

Marketing. Customer agrees that Company may publish Customer’s name and logo in its customer lists, and promotional, marketing and investment materials, in any media. Company may issue a press release to announce the supply of services to Customer at any time during the Term. Customer will assist Company with the creation of a case study regarding the supply of services within six months of Effective Date.

Entire Agreement. The Agreement together with its Order Form(s) sets out the entire agreement and understanding between the parties and supersedes any previous agreement between the parties relating to its subject matter. Unless otherwise expressly agreed in writing the Agreement applies in place of and prevails over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by the Customer in connection with the Agreement shall not be binding on Company. In entering into the Agreement each party acknowledges and agrees that it has not relied on any representations made by the other. Any such representations are excluded. Nothing in this clause shall limit liability for any representations made fraudulently.

Warranty of Authority. Each party represents and warrants to the other that it is duly organised, validly existing and in good standing under the laws of the jurisdiction of its organisation, and has the requisite power and authority to execute, deliver and perform its obligations under the Agreement. Each party represents and warrants to the other that the Agreement has been duly authorised, executed and delivered by such party and constitutes a valid and binding obligations of such party enforceable against such party according to its terms.

Governing Law and Jurisdiction. The Agreement and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English courts.

Third Party Rights. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce, or to enjoy the benefit of, any term of the Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the Act or that is expressly provided for under the Agreement.

Subcontracting and Assignment. Company may at any time use subcontractors to fulfil its obligations under the Agreement; provided that it shall at all times remain liable for the performance of its obligations under this Agreement and for any breach of the Agreement by such subcontractors. Company may, at any time by notice in writing to the Customer, assign or otherwise transfer its rights and obligations under the Agreement to any of its successors or assigns. Company shall have the right to sub-contract any of its obligations hereunder to a third party, provided that Company shall continue to remain responsible for the performance of the Services hereunder.

Notices. All notices to be given under the Agreement shall be given in English in writing to the Legal Department at the address stated at the beginning of the Agreement, or to such other address as shall be given by either Party to the other in writing (including by email). Notices given by Company regarding price changes, discount category changes, product discontinuance, product changes, and logistics centre changes may in addition be sent by e-mail or fax to the person(s) specified by Customer from time to time.

Variations. Save as otherwise expressly stated in the Agreement, the Agreement may only be modified or varied in writing executed by duly authorised representatives of both parties.

Severability. Should parts of the Agreement be or become invalid, this shall not affect the validity of the remaining provisions of the Agreement, which shall remain unaffected. The invalid provision shall be replaced by the parties with such term which comes as close as possible, in a legally permitted manner, to the commercial terms intended by the invalid provision.

Waiver. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default. The Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. The headings are for convenience and shall not be used to construe the Agreement.

Survival. In addition to those provisions which by their nature are intended to survive any termination of the Agreement, provisions as to confidentiality will survive termination.